Luxfer Holdings PLC Annual Report 2023

← All annual reports

FY2023 Annual Report · Luxfer Holdings PLC

Loading PDF…

Registered No. 03690830

LUXFER HOLDINGS PLC

Annual Report and Financial Statements

31 December, 2023

LUXFER HOLDINGS PLC ¦ Lumns Lane ¦ Manchester ¦ M27 8LN

LUXFER HOLDINGS PLC

Contents

STRATEGIC REPORT

Principal Activities and Review of the Business

Strategy and Business Model

Key Performance Indicators (“KPIs”)

Review of the Year Ended 31 December, 2023

Principal Risks and Uncertainties

GOVERNANCE

The Board of Directors

Corporate Governance

Executive Leadership Team

Environment, Social and Governance ("ESG") Matters

Directors’ Report

Directors’ Interests and Related Party Transactions

Directors’ Remuneration Report

Remuneration Report

Statement of Directors' Responsibilities in Respect of the Financial Statements

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LUXFER HOLDINGS PLC
FINANCIAL STATEMENTS

Consolidated Income Statement

Consolidated Statement of Comprehensive Income

Consolidated Balance Sheet

Consolidated Statement of Cash Flows

Consolidated Statement of Changes in Equity

Notes to the Consolidated Financial Statements

Company Balance Sheet

Company Statement of Changes in Equity

Notes to the Company Financial Statements

138

139

140

LUXFER HOLDINGS PLC

Glossary of Terms

Unless the context in which we use the terms indicates otherwise, the following terms used in this report have
the following meanings:

AGM

Annual General Meeting of the Company.

Articles

The Articles of Association of Luxfer Holdings PLC adopted by special resolution of the
Company on 26 October 2011, effective from the date of the I.P.O. (and subsequently
updated).

Companies Act U.K. Companies Act 2006.

FPI

GAAP

Group

IFRS

I.P.O.

NYSE

Foreign Private Issuer under the SEC registration rules.

Generally Accepted Accounting Principles is an accounting standard adopted by the U.S.
Securities and Exchange Commission.

Luxfer Holdings PLC and its subsidiaries.

International Accounting Standards in conformity with the requirements of Companies Act
2006

The Initial Public Offering in the U.S. completed by Luxfer Holdings PLC on 9 October,
2012.

New York Stock Exchange.

£0.50 Ordinary
Shares

SEC

Year

LTIP

The Company’s ordinary shares of £0.50 each.

Securities and Exchange Commission of the U.S.

1 January, 2023, to 31 December, 2023.

Long-Term Umbrella Incentive Plan.

LUXFER HOLDINGS PLC

STRATEGIC REPORT

Principal Activities and Review of the Business

Luxfer Holdings PLC ("Luxfer," "the Company," "we," "our") is a global industrial company innovating niche
applications in materials engineering. Luxfer focuses on value creation by using its broad array of technical
know-how and proprietary technologies to help create a safe, clean and energy-efficient world. Luxfer's high-
performance materials, components and high pressure gas containment devices are used in defense, first
response and healthcare, transportation and general industrial applications. It comprises three reportable
segments being Gas Cylinders, Elektron and Graphic Arts.

The principal activity of Luxfer Holdings PLC is that of the holding company for the Luxfer Group.

We focus primarily on product lines related to magnesium alloys, zirconium chemicals and carbon composites.
We have a long history of innovation derived from our strong technical expertise, and we work closely with
customers to apply solutions to their most demanding product needs. Our proprietary technologies and technical
expertise, coupled with strong customer service and global presence, provide competitive advantages and have
established us as leaders in the global markets we serve. We believe that we have leading positions in key
product areas, including magnesium alloys and powders for aerospace, military, and commercial applications,
zirconium chemicals for automotive catalytic converters and industrial catalysis, high-pressure composite
cylinders for self-contained breathing apparatus, as well as transport and storage of compressed natural gas
("CNG") and hydrogen, photo-engraving plates, and a wide variety of other uses.

We have a global presence, operating 12 manufacturing plants in the U.S., the U.K., Canada and China, one of
which relates to discontinued operations, and we also have a joint venture in Japan. We employ approximately
1,400 people, including temporary staff, of which fewer than 50 support our discontinued operations

Our Elektron Segment focuses on specialty materials based primarily on magnesium and zirconium. Our key
product lines under the Elektron Segment includes:

•

Advanced lightweight, corrosion-resistant and heat-and-flame-resistant magnesium alloys for use in
aerospace, healthcare and oil and gas applications.

• Magnesium powders used in countermeasure flares that protect aircraft from heat-seeking missiles and

also for heating pads for self-heating meals used by the military and emergency-relief agencies.

•

High-performance zirconium-based materials and oxides used as catalysts and in the manufacture of
advanced ceramics, fiber-optic fuel cells, pharmaceuticals and many other performance products.

Our Gas Cylinders Segment manufactures and markets specialized, highly-engineered cylinders using carbon
composites and aluminum. Our key product lines under the Gas Cylinders Segment include:

•

Carbon fiber composite cylinders for self-contained breathing apparatus (SCBA), used by firefighters
and other emergency-responders. Our products are also used by scuba divers and personnel in
potentially hazardous environments, such as mines.

Carbon fiber composite cylinders for compressed natural gas (CNG) and hydrogen containment in
alternative fuel (AF) vehicles.

Cylinders used for the containment of oxygen and other medical gases used by patients, healthcare
facilities and laboratories.

Our Graphic Arts Segment is a global leader in magnesium photo-engraving plates, engraving metals and
etching chemicals. Our key product lines under the Graphic Arts Segment include:

• Magnesium, copper, and zinc photo-engraving plates for graphic arts and luxury packaging.

•

Developer solutions to aide the engraving process.

Solid wrought magnesium slab and sheet.

We are currently in the process of executing an accelerated and expanded strategic review process, the initial
conclusions of which have determined that the Graphic Arts business no longer aligns with Luxfer's value
proposition, hence we are initiating a sales process with the intention of divesting this business in 2024.

LUXFER HOLDINGS PLC

Strategy and Business Model

Over the past few years, we have worked to generate long-term shareholder value by simplifying the Company's
structure, generating significant cost savings, and instilling a high-performance growth culture. We substantially
simplified our operations through divesture of most of our aluminum operations. We also expanded our investor
base, streamlined our financial reporting, and enhanced our corporate governance practices.

More recently, we began driving growth by focusing on our customers and rebuilding our new product pipeline.
Each year, we invest in the development of new products and processes directed towards our end-markets. Our
product development projects also include utilizing skills of our wider commercial technical sales staff,
manufacturing engineers and general management, many of whom are highly qualified scientists and engineers.

Luxfer has developed a steady stream of new products, most recently including:

•
•

•

Soluble magnesium alloys, branded SoluMag®, for down-well oil and gas applications;
Ultra-lightweight large composite cylinders, branded G-StorTM, for containment of CNG, hydrogen,
helium and other gases;
AF systems solutions for buses, trucks and bulk gas transportation;
Zirconium catalysts for automotive end-use, including advances in gasoline particulate filtration used in
hybrid vehicles;
L7X® high-strength aluminum alloy and carbon composite gas cylinders;
Luxfer ECLIPSE, a new carbon composite cylinders for firefighter self-contained breathing apparatus
(SCBA);
Unitized Group Ration - Express (UGR-E) heater meals developed to deliver hot meals to multiple
soldiers in a combat or training environment; and
Improved performance magnesium photoengraving plates including the recently-launched OptiMag®

With Luxfer well positioned for value creation, we are benefiting from our positioning in attractive end markets,
aligned with secular growth, especially in areas of Clean Energy, Light Weighting, and Safety, Health &
Technology.

Our growth strategy is underpinned by the Luxfer Business System. This business model serves as a tool to
realize the growth potential embedded in our business. The system places emphasis on serving the customer
and profitable growth, and consists of the following key themes:

•
•
•
•
•
•

Strategy Deployment
Commercial Excellence
Lean Operations
Innovation
Sustainability
People Excellence

By executing actions identified through our expanded and accelerated strategic review, including the divestiture
of our Graphic Arts business we believe that we have a clear path to driving stronger performance and
generating greater value.

Having built a strong foundation, through portfolio simplification and cost transformation, Luxfer is now well
positioned to take advantage of both organic and inorganic growth in future years.

LUXFER HOLDINGS PLC

Key Performance Indicators (“KPIs”)

Luxfer used the following performance indicators to assess its development against its strategic and financial
objectives in 2023.

Since 2018, KPIs were monitored under U.S. GAAP. and these reconciliations to non-GAAP measures can be
found in our Form 10-K filed with the SEC on February 27, 2024.

All years have been restated for discontinued operations.

Operating performance

Revenue
Adjusted net income1

Basic earnings per share
Adjusted diluted earnings per ordinary share1
Adjusted EBITA2
Adjusted EBITDA3
Revenue per employee4

Financial performance

Net cash flow from operating activities
Net debt to adjusted EBITDA5

Non-financial performance
Number of work-related accidents causing lost days6
ISO 14001 environmental management system certification7

Economic indicators

Average U.S. dollar to GBP sterling exchange rate

Average Euro to GBP sterling exchange rate

2023

2022

2021

2020

2019

405.0 423.4 374.1 324.8 373.4

16.4

37.4

36.2

28.9

0.07

1.00

0.90

0.61

1.36

1.29

1.03

26.9

50.2

48.7

51.2

38.8

63.1

63.4

53.9

40.9

0.15

1.47

54.9

67.1

279

$'000s

283

313

285

256

times

LTAs

$:£

€:£

36.9

22.6

30.6

56.9

10.2

1.8

1.1

0.8

1.0

1.2

68.6

67.0

65.9

69.2

86.4

1.25

1.23

1.38

1.28

1.15

1.17

1.13

1.28

1.12

A non-GAAP measure for net income after tax, excluding certain non-trading items. Reconciliation to GAAP
measure is disclosed in our Form 10-K, filed with the SEC ('Securities and Exchange Commission of the U.S.') on
February 27, 2024.
A non-GAAP measure for earnings before interest, tax and amortization and other items. Reconciliation to GAAP
measure is disclosed in Form 10-K filed with the SEC on February 27, 2024.
A non-GAAP measure for earnings before interest, tax, depreciation and amortization and other items.
Reconciliation to GAAP measure is disclosed in Form 10-K filed with the SEC on February 27, 2024.

4. Revenue per employee is defined as revenue from continuing operations divided by the average number of monthly

employees for the year.
Net debt is defined as cash and cash equivalents less non-current bank and other loans.
Under regulations issued by the Occupational Safety & Health Administration of the U.S. Department of Labor, Lost
Time Accidents ("LTAs") are defined as the number of work-related accidents resulting in an absence from the
workplace for a minimum of one full work day.
Percentage of revenue originating from ISO14001-certified businesses.

LUXFER HOLDINGS PLC

Review of the Year Ended 31 December, 2023

Luxfer’s performance was hampered in 2023 by challenging high raw material prices, primarily related to
magnesium and carbon fiber, coupled with continued weakness in global industrial demand which primarily
impacted the second half of the year. Even with these headwinds, the Luxfer team executed effective cost
mitigation and cash conservation programs to deliver strong free cash flow in the second half and achieved
sequentially lower net debt. In addition, we finished the year and entered 2024 on several notable highs,
including signing new agreements with major SCBA customers, confirming insurance coverage for our ongoing
legal matter, and anticipating benefit from improved magnesium supply. We initiated our strategic review
process in October and have identified key actions, including the initiation of a sale process for Graphic Arts.

We will continue to proactively pursue opportunities to improve profitability and liquidity while delivering a
compelling customer value proposition across our markets. While we do not believe the current demand
landscape will change immediately for our Elektron business, we expect some gradual improvement, and we feel
good about the outlook of our key end markets as we are positioned to capture opportunities linked to the
demand for clean energy applications.

We have recently experienced supply chain challenges, which resulted in higher cost of certain raw materials. In
our supply chain, previously described challenges caused by the disruption in our U.S. domestic magnesium
supply continued, and overall competitive cost pressures persisted. These issues have been particularly acute in
our Graphic Arts segment, where the ability to pass through higher costs to our customers has proved to be
constrained. However, towards the end of 2023 the purchase price of Magnesium has been falling, which will
result in lower input cost in 2024. We have implemented elements of our strategic review in Graphic Arts to
reduce costs, including a headcount reduction program. We are also pursuing further actions to improve margins
and maintain strong cash flow across the business.

In the majority of cases we are and have been able to pass through inflationary costs to our customers, although
we are still constrained by a small number of contracts, particularly in the Gas Cylinders segment, the longest
running of which is not subject to renewal until mid-2024. However, our expectation is that the adverse impact of
material availability / inflation, energy cost inflation and labor and transport constraints will lessen in 2024 and
when costs fall we will look to share cost savings with customers through lower pricing. However the outlook
remains highly uncertain with both the size and timing of future cost increases difficult to predict.

We ended 2023 with a strong balance sheet, although our net debt increased to $69.6 million, and our net debt
to adjusted EBITDA ratio increased to 1.8x compared to 1.1x at the end of 2022. We generated $27.5 million in
free cash flow over the year, (2022: $14.3 million). Profit from continuing operations for 2023 was $1.1 million
compared to $32.3 million in 2022. We continued to return funds to shareholders in the form of regular dividends
each quarter throughout 2023 and $2.7 million (2022: $11.1 million) in the form of share buybacks.

Translation Exchange Rates

The consolidated financial statements are presented in U.S. dollars, the reporting currency of the Group. The
principal currencies used to translate the results of non-U.S. operations is GBP sterling. In 2023, GBP sterling
fluctuations relative to the U.S. dollar resulted in net unfavorable movements when translating the operating
results of U.K. operations into U.S. dollars.

Revenue

On an IFRS reported basis, revenue from operations was $405.0 million in 2023, a decrease from $423.4 million
in 2022. Overall sales have been negatively impacted by:

•

Decreased demand for photo-engraving plates, particularly outside the North American market due to
competitive pressure from increased raw material costs;

Lower sales of SoluMag® in the Oil and Gas industry;

Reduction in sales of magnesium powders for commercial use; and

Lower demand for AF cylinders, coupled with industrial cylinders' sales being weaker in the year.

These decreases were partially offset by:

•

Increased sales of our SCBA and medical cylinders;

Increase in demand for zirconium products, particularly those used in pharmaceutical applications;

Significant increase in sales of chemical response kits; and

Strong demand for our new unitized ration product ("UGR-E") in quarter two.

LUXFER HOLDINGS PLC

Cost of Sales and Gross Profit

Gross profit of $84.5 million also decreased year on year, 2022 ($107.1 million). The 4.4 percentage point
decrease in gross profit as a percentage of sales in 2023 from 2022 was primarily the result of adverse sales mix
and higher materials costs relative to price increases. These issues have been particularly acute in our Graphic
Arts Division where the ability to pass through higher costs to our customers has proved to be constrained with
the emergence of lower cost competition. However, cost recovery and margin has improved throughout the year
in the Gas Cylinders Division as fixed-priced contracts continue to be renegotiated.

Operating Profit
Operating profit of $5.5 million decreased 87.0% from $45.8 million in 2022. Operating profited was impacted by
a lower gross profit and increased administration costs largely due to the $5.9 million of legal costs expensed in
the Elektron Division and are not expected to recur in 2024. Other operating expenses of $19.1 million included
$12.7 million impairment charges arising from fully writing down property, plant and equipment at $11.1 million,
and fully writing down right of use assets from operating leases at $1.6 million, both within our Graphic Arts
division as a result of our annual impairment and strategic review. There was also $3.0 million of asset
impairments and $2.3 million asset relocation, restructuring and other costs in relation to the rationalization of
our North American Gas Cylinders businesses to reduce our fixed cost base included in 2023.

Taxation

In 2023, we reported a tax credit of $2.5 million on a loss before tax of $1.4 million, representing an effective tax
rate of 178.6%. The credit of $2.5 million was made up of a current income tax charge of $1.3 million and a
deferred income tax credit of $3.8 million. The 2023 effective tax rate was impacted due to the tax impact of the
settlement of our U.S. pension scheme.

In 2022, we reported a tax charge of $6.6 million on profit before tax of $38.9 million, representing an effective
tax rate of 17.0%. The tax charge was made up of a current income tax credit of $1.2 million and a deferred tax
charge of $7.8 million. The 2022 effective tax rate was significantly impacted due to prior year adjustments
impacting the current year tax charge.

Net Income for the Year

Net income for the year from continuing operations was $1.1 million, compared to $32.3 million in 2022. The
decrease can be attributed to the factors mentioned above.

Cash Flow

In 2023, net cash flows from continuing operating activities increased by $14.3 million to $36.9 million from
$22.6 million in 2022.

Net cash used in continuing investing activities increased to $9.4 million compared to $5.6 million in 2022.
Capital expenditure in 2023 was $9.4 million, a $1.1 million increase compared with $8.3 million in 2022. We
anticipate capital expenditures for 2024 to be between $11 million and $14 million as we increase investment in
order to grow the business. In May 2022, the Company sold a previously held-for-sale building in the Elektron
segment for $3.7 million. Consideration was paid in full upon sale. In addition, in October 2022, the Company
agreed a final settlement of $1.0 million to the purchasers of the previously disposed aluminum gas cylinder
business. The settlement was a reduction to the original consideration paid.

The Company had net cash outflows from financing activities of $42.8 million compared to $8.8 million in 2022.
We repaid $25.0 million of short term borrowings, partially offset by a $4.6 million increase in our bank overdraft
and net drawdowns on our borrowing facilities of $10.2 million (2022: net drawdowns of $24.8 million). We made
dividend payments of $14.0 million (2022: $14.2 million), equating to $0.52 per ordinary share (2022: $0.515 per
ordinary share) in 2023 and also spent $2.7 million repurchasing approximately 200,000 shares, (2022: $11.1
million repurchasing approximately 700,000 shares).

Shareholder Equity and Borrowings

Shareholder equity as at December 31, 2023, was $200.0 million, compared to $197.9 million at December 31,
2022. The movement is primarily attributable to currency translation differences and a favorable movement on
the defined benefit pension plans. The Company had gross debt of $72.2 million and net debt of $69.6 million as
at December 31, 2023. Invested capital, defined as total shareholder equity plus net debt, was $269.6 million as
at December 31, 2023; this compares to an equivalent figure of $266.2 million in 2022.

LUXFER HOLDINGS PLC

Future Developments

In October, the Company announced an acceleration and expansion of its annual strategic review process, with
the goal of driving improved financial performance and identifying opportunities to maximize value. For this
comprehensive review process the Board of Directors engaged Deutsche Bank. This review reached three
notable initial decisions:

•

Firstly, Graphic Arts no longer aligns with Luxfer’s value proposition, hence we are initiating a sale
process with the intention of divesting this business in 2024.

Secondly, we determined that both Gas Cylinders and Elektron can deliver attractive long-term profitable
growth driven by increasing end market demand, lower costs, and further improved competitive
positioning. We are committed to executing our plan for these businesses and delivering improved
operating performance.

Thirdly, at an overall Luxfer level, the review concluded that there are no material strategic synergies
between Gas Cylinders and Elektron. Although the current market environment may limit separation
alternatives to deliver appropriate value commensurate with the expected improved operating
performance in both businesses, we will continue to monitor market conditions and evaluate alternatives
to drive shareholder value.

Essential Contracts or Arrangements

Apart from our financing agreements, we do not have any individual contracts or other arrangements that are
fundamental to the ability of the business to operate effectively.

LUXFER HOLDINGS PLC

Principal Risks and Uncertainties

Internal Controls and Risk Management

Luxfer has a comprehensive, enterprise-wide risk management program designed to assess, monitor, and
mitigate risks that arise in the course of business. Consistent with our leadership structure, management has the
day-to-day responsibility for assessing and managing the Company’s risk exposure, while the Board of Directors
provides oversight in connection with those efforts.

In general, the Board oversees the management of risks in the operation of the Company’s business; the
implementation of its strategic plan; its acquisitions and divestitures; its capital structure, allocation and liquidity;
its risk management controls; and its organizational structure. The Board fulfills its risk oversight function both
directly and through delegation to the Board Committees. Each of our Board Committees has historically focused
and continues to focus on specific risks within their respective areas of responsibility. The Board performs its risk
oversight role in several ways. Board meetings regularly include strategic overviews by the Chief Executive
Officer and Chief Financial Officer that describe the most significant issues and risks affecting the Company.
Additionally, the Board is regularly provided with business updates from our business unit leaders, General
Counsel, and other functional leaders. Reviewing and assessing any identified risks on a regular basis, the
Board manages such risks in accordance with Luxfer’s Enterprise Risk Management process.

As a global, multi-industrial company, Luxfer faces a range of risks, including general economic, credit and
capital market conditions risks, regulatory risks, global climate change risk, and several other risks, which are
fully listed and explained in our annual Form 10-K filed with the SEC.

Internal Financial Controls

Management’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with accounting principles generally accepted in the United States of America. Because of its
inherent limitations, internal control over financial reporting may not prevent or detect misstatements due to error
or fraud.

Management has performed an evaluation of the effectiveness of its internal control over financial reporting as of
December 31, 2023, based on the framework and criteria established in Internal Control – Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on
its evaluation, due to the material weakness described below, management concluded that the Company’s
internal control over financial reporting was not effective as of December 31, 2023.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting,
such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated
financial statements may not be prevented or detected on a timely basis.

In conjunction with the preparation of the Company’s financial statements for the year ended December 31, 2023
management identified a lack of controls related to the Company’s accounting for inventory in transit. As a result,
management concluded it did not properly design or maintain effective risk assessment control activities to allow
for timely reassessment of the material risk of misstatement in financial reporting. Management has thus
identified a material weakness in internal control over financial reporting. This material weakness could result in
a material misstatement to the annual or interim consolidated financial statements that would not be prevented
or detected. However, this material weakness did not result in a misstatement to the annual or interim
consolidated financial statements previously filed or filed with the 10-K to the SEC.

Treasury and Financial Risk

The Group operates a central treasury function that controls all borrowing facilities, investment of surplus funds
and management of financial risks. The Group also has a number of financial risks. The management of these
financial risks and mitigating actions are explained further in Note 28 of the Group consolidated financial
statements.

We set out in the tables below our principal risks and uncertainties and how we seek to mitigate or eliminate
them.

LUXFER HOLDINGS PLC

Area of Risk
Dependency on certain key markets - The Group depends
on certain end-markets, including automotive, alternative
fuels, self-contained breathing apparatus ("SCBA"),
aerospace, defense, healthcare, oil and gas and printing and
paper. An economic downturn, or regulatory changes, in any
of those end-markets, could reduce sales and profit margins
on those end-markets.

Effect of external factors due to the global nature of our
business - Our global operations expose us to economic
conditions, potential tax costs, political risks and specific
regulations or restrictions in the countries in which we
operate, which could have a material adverse impact on our
results of operations, financial position and cash flows. For
example, the Russian invasion of Ukraine and ongoing
military conflict which commenced on February 24, 2022,
has resulted in massive displacement of the Ukrainian
population and huge disruption to its economy. Wide ranging
sanctions have been imposed on the Russian Federation by
the international community, targeting individuals, banks,
businesses, funds transfers and imports and exports and are
having a significant impact on Russia's economy as well as
on international businesses active in the region. This is also
evident in the current war in the Middle East that is causing
macro-economic disruption which could affect the Company
and/or our supply chain, business partners or customers.

Competition - Markets for many of the Group’s products are
now increasingly global and highly competitive, especially in
terms of quality, price and service. The Group could lose
market share as a result of these competitive pressures,
which could negatively impact profit margins. More
generally, the Group may also face potential competition
from manufacturers of products similar to the Group’s
aluminum and magnesium-based products using other
materials, such as steel, plastics or composite materials.
Protection and development of intellectual property
rights and changing industry requirements - As a result
of the nature of the competition faced by the Group, its
ability to remain profitable depends on its ability to protect
intellectual property and to invest in research and
development, which requires funding.
Reliance on major customers - If the Group fails to
maintain its relationships with its major customers, or fails to
replace customers, or if there were reduced demand from
such customers or for the products produced by such
customers, it could reduce the Group’s sales and have an
adverse effect on the Group’s financial position. The
Group’s top 10 customers accounted for, in aggregate,
approximately 39% of Group revenue in 2023.

Risks relating to interruption of operations - The
Group’s production facilities are located worldwide. Any of
its facilities could suffer an interruption in production, either
at separate times or at the same time, because of various
unavoidable occurrences including major equipment failure.
Although the Group carries insurance, the cover on certain
catastrophic events or natural disasters, including
earthquakes and certain other events, could be limited.

Mitigating Activity
The Group’s diverse product portfolio reduces the risk of any
one adverse external economic factor impacting across all of
these end-markets; however, a range of external factors
could impact across the majority or all of the Group’s end-
markets. To further mitigate this risk, the Group continues to
invest in research and development and to innovate,
working closely with its customers, to develop next
generation products in these end markets.

The Group’s diverse product portfolio and geographic
spread reduces the risk of any one external factor impacting
across all end-markets. The Group also closely monitors
geopolitical and global economic developments in its
markets. Furthermore, no country is a critical supplier of our
raw material needs, and whilst we continue to source
magnesium from Russia, a major global exporter, we are
also able to source the metal from various alternative
locations, including China, Israel, Turkey and the United
States.

The Group continues to invest in new and better products
and aims to focus its resources in speciality markets that
need high-performance products and a reliable partner.

The Group seeks to protect its intellectual property through
patents and by reducing the disclosure of commercially
sensitive information. It also invests long-term in new
products and manufacturing processes and maintains this
investment through the business cycle.

Long-term relationships with customers are especially
important, and the Group’s operations work closely with
customers to ensure customer service is the best in the
industry and aim to support our customers in their
development of new products through our own product
innovations and technical know-how.

The Group performs routine maintenance on its production
equipment on all its manufacturing sites. These
maintenance programmes are carefully planned to keep all
plants operating at a high level of efficiency, and to reduce
the risk of breakdowns and failure of equipment. Health and
Safety is also a major consideration in the operation of the
Group manufacturing facilities and is carefully monitored.
The Group carries comprehensive business interruption
insurance.

LUXFER HOLDINGS PLC

The Group regularly enters into forward foreign currency
exchange contracts to manage currency risks and monitors
the effectiveness of such hedging activities..

In the long-term the Group has sought to recover the cost of
increased commodity and utility costs through price
increases and surcharges.

Increasingly, in recent years we have included in our sales
agreements an ability to share cost increases with our
customers, although certain long term customer contracts,
primarily in Gas Cylinders prevent full cost pass through in
some cases. .

In the past several years and, we have made additional
purchases of large stocks of magnesium alloys in an effort
to delay the effect of potentially increased costs in the
future. However, even though such purchases are not made
for speculative purposes, there can be no assurance that
costs will move as expected. Moreover, these strategic
purchases increase our working capital needs, thus
reducing our liquidity and cash flow. Accordingly, a
substantial increase in raw material costs could have a
material adverse effect on our results of operations,
financial position and cash flows.

Effect of international currency markets - Changes in
foreign currency exchange rates or interest rates could
cause sales to drop or costs to rise. The Group conducts a
large proportion of its commercial transactions, purchases
of raw materials and sales of goods in various countries and
regions outside of the U.K., including the U.S., continental
Europe and Asia. Changes in the relative values of
currencies can decrease the profits of the Group’s
operations through both the translation of profits into USD
or on import and export transactions.
Exposure to fluctuations in raw material - The Group is
exposed to fluctuations in costs of the raw materials and
utilities that are used to manufacture its products and can
incur unexpected cost changes. The primary raw material
used in the manufacturing of composite gas cylinders is
carbon fibre,which is sensitive to fundamental supply and
demand cost pressures. We generally purchase raw
materials from suppliers on a spot basis under standard
terms and conditions. We also enter into supply contracts
with Rio Tinto Alcan for a substantial portion of our aluminum
requirements. In addition, we have supply contracts in place
with U.S. Magnesium for raw material purchases of
magnesium ingot for both military and commercial
applications, although since entering force majeure in 2021,
deliveries reduced up until late 2022, when they ceased
completely. The current expectation is that they will not
recommence until the end of 2024 at the earliest. We
successfully secured and qualified magnesium from
alternative sources to meet requirements for both military
and commercial applications for 2023 and into 2024. An
interruption in the supply of essential raw materials used in
our production processes or an increase in the costs of raw
materials due to market shortages, supplier financial
difficulties, government quotas or natural disturbances,
could significantly affect our ability to provide competitively
priced products to customers in a timely manner. For
example, the significant increase in demand for materials
and energy has resulted in significant constraints on
availability of key inputs such as magnesium, aluminum and
energy supplies with a consequent spike in prices. In the
event of a significant interruption in the supply of any
materials used in our production processes, or a significant
increase in their prices, we may have to purchase these
materials from alternative sources, build additional inventory
of raw materials, increase our prices, reduce our margins or
possibly fail to fill customer orders by deadlines required in
contracts, which could result in, amongst other things,
contractual penalties. We can provide no assurance that we
would be able to obtain replacement materials quickly on
similar terms or at all. Failure to maintain relationships with
key suppliers or to develop relationships with alternative
suppliers could have a material adverse effect on our results
of operations, financial position and cash flows. In 2021 we
were faced with two critical suppliers of magnesium and
zirconium respectively declaring force majeure, of which the
former remains in place. We have been successful in
securing alternative sources of supply for key material inputs
affected by force majeure, although typically at an increased
cost.

LUXFER HOLDINGS PLC

The Group uses its operating and technical expertise to
mitigate these risks, with a strong emphasis on high levels
of product quality and rigorous testing, and by ensuring that
products are designed to meet or exceed the regulatory
design standards of the markets they serve.

The Group has also obtained insurance coverage for most
of these types of liabilities.

To mitigate this risk the Group seeks to operate best practice
procedures in this area and is in the process of attaining the
ISO 14001 qualification at all of its larger manufacturing
sites. The bulk of the Group’s known environmental issues
are legacy problems that arose many years ago.
Management have a programme in place to progressively
improve and eliminate these historic issues.

The Group and the Trustees of the plans closely monitor the
financial performance of the Schemes, taking actuarial and
investment advice as appropriate. These are long-term
liabilities, and we have a programme in place to contribute
cash to our defined benefit plans over a number of years
based on affordability and varied according to our net
earnings. Plans are funded and assets are invested in a
combination of equities and fixed income securities.

The Group devotes significant resources to network security,
data encryption and other measures to protect our systems
and data from unauthorised access or misuse, including to
meet certain information security standards that may be
required by our customers, all of which increases
cybersecurity protection costs. As these threats, and
government and regulatory oversight of associated risks,
continue to evolve, we may be required to expend additional
resources to enhance or expand upon the security
measures we currently maintain.

Product liability and regulatory risks - The Group is
exposed to possible claims for personal injury, fatality or
property damage that could result from a failure of a product
manufactured by the Group, or of a third party integrating a
Group product. Many factors beyond the Group’s control
could lead to liability claims, which may in turn lead to
product legal claims or disruption in sales to customers.
The Group could be required to pay a material amount if a
claim is made against it that is not covered by insurance or
otherwise subject to indemnification, or that exceeds the
insurance coverage that the Group maintains. Moreover,
the Group does not routinely carry insurance to cover the
expense of product recalls, and litigation involving
significant product recalls or product liability could have a
materially adverse effect on the Group’s financial position /
performance.
Environmental costs and liabilities - The Group may be
exposed to substantial environmental costs and liabilities,
including liabilities associated with divested assets and prior
activities performed on sites before we acquired an interest
in them. Our operations, including the production and
delivery of our products, are subject to a broad range of
environmental laws and regulations in each of the
jurisdictions in which we operates. An increase in
environmental costs and liabilities could have a materially
adverse effect on the Group in any given year, which could
negatively affect the Group’s cash flows.
Risks relating to the Group’s retirement benefit plans -
The Group operates defined benefit arrangements in the
U.K and the U.S. These are further explained in Note 30 of
the Group consolidated financial statements. Their funding
requirements are subject to fluctuations in investment
markets and changes in the life expectancy of members.
Increased regulatory burdens have also proved to be a
significant risk, with taxes such as the U.K.’s Pension
Protection Fund Levy, which cost $0.4 million in 2023 ($0.4
million in 2022). Regulations in this area can also constrain
the level of debt incurred and restrict the Group’s ability to
pay dividends.

Exposure to risks related to cybersecurity threats and
incidents - In the conduct of its business, the Group
collects, uses, transmits and stores data on information
technology systems. This data includes confidential
information belonging to us, our customers and other
business partners, as well as personally identifiable
information of individuals. We have experienced, and expect
to continue to be subject to, cybersecurity threats and
incidents, ranging from employee error or misuse to
individual attempts to gain unauthorised access to
information systems to sophisticated and targeted measures
known as advanced persistent threats, none of which have
materially affected the Group to date. We also rely in part on
the reliability of certain tested third parties’ cybersecurity
measures, including firewalls, virus solutions and backup
solutions. Cybersecurity incidents may result in business
disruption, the misappropriation, corruption or loss of
confidential information and critical data (ours or that of third
parties), reputational damage, regulatory fines, litigation with
third parties, diminution in the value of our investment in
research and development, data privacy issues and
increased cybersecurity protection and remediation costs.
Future cybersecurity breaches or incidents or further
increases in cybersecurity protection costs may have a
materially adverse effect on our business, financial condition
or results of operations.

LUXFER HOLDINGS PLC

Approval

The Strategic Report is set out on pages 3 to 13.

Signed on behalf of the Board by:

Andy Butcher

CHIEF EXECUTIVE OFFICER

April 25, 2024

LUXFER HOLDINGS PLC

GOVERNANCE

The Board of Directors

The Directors of the Company who were in office during fiscal year 2023 and up to the date of signing the
financial statements were:

Name

Age

Position

Andy Butcher

Executive Director and Chief Executive Officer

Patrick Mullen

59 Non-Executive Director (Board Chair)

Clive J. Snowdon

70 Non-Executive Director

Richard J. Hipple

71 Non-Executive Director

Lisa G. Trimberger

63 Non-Executive Director

Sylvia A. Stein

58 Non-Executive Director

In accordance with our Articles of Association, the number of Directors on the Board shall not be less than two
and not more than ten. The Board, based on the recommendation of the Nominating and Governance
Committee, propose that the following six nominees be elected at the Annual General Meeting ("AGM"), each of
whom will hold office until the next AGM or until his or her successor shall have been appointed and qualified:

•

Andy Butcher

Patrick Mullen

Clive Snowdon

Richard Hipple

Lisa Trimberger

Sylvia Stein

All nominees are currently Directors of Luxfer Holdings PLC and were elected by shareholders at the 2023
Annual General Meeting.

Biographical information of the current members of our Board of Directors and former members who served on
the Board during fiscal year 2023 is set forth below:

Andrew Butcher was appointed Luxfer's Chief Executive Officer effective May 6, 2022, at
which time he also became an Executive Director.

ANDY BUTCHER

Mr. Butcher served as President of our global Luxfer Gas Cylinders business from April
2014 to May 2022, having been the President of Luxfer Gas Cylinders - North America
from 2009 to 2014. Mr. Butcher joined Luxfer in Nottingham, United Kingdom, in 1991.
He has held positions of increasing responsibility throughout his career at Luxfer,
including leading the development of Luxfer's composite cylinder business beginning in
2002, first as General Manager and then as Executive Vice President. He currently
serves as a Director and Executive Officer of various subsidiaries and affiliates of the
Company. Mr. Butcher holds a Master of Arts degree in Engineering from Cambridge
University and an M.B.A. from Keele University.

Mr. Butcher’s qualifications to be a member of our Board include his more than 30 years
of experience with Luxfer, his value-enhancing growth and acquisition experience, his
educational background, and his knowledge of advanced materials.

Board Committees: None

Other public company
boards: None

LUXFER HOLDINGS PLC

PATRICK MULLEN

Board Committees:

•

Nominating &
Governance
Remuneration

Other public company
boards: None

Patrick Mullen was appointed a Non-Executive Director in September 2021 and serves
as a member of the Nominating and Governance Committee and the Remuneration
Committee. He was appointed Board Chair in March 2022.

Mr. Mullen served as the President and CEO of Chicago Bridge & Iron Company
(“CB&I”), an engineering, procurement, and construction company, until 2018. Prior to
his 20 years at CB&I, he spent 12 years with Honeywell’s UOP division, a supplier of
petroleum refining, gas processing, and petrochemical production technology. From
2014 to 2019, Mr. Mullen served as a Director of Vectren Corporation, a domestic energy
delivery company, and from 2017 to 2018, he served as a Director of CB&I. He has
served on the boards of the National Safety Council and Chevron Lummus Global, a
developer and licensor of refining hydroprocessing technologies and alternative source
fuels. From 2014 to 2020, Mr. Mullen was a member of the National Association of
Corporate Directors, having been named a Board Leadership Fellow in 2019. Mr. Mullen
earned his Bachelor of Science degree in Chemical Engineering from the University of
Notre Dame and his Master of Business Administration degree from the Kellogg
Graduate School of Management at Northwestern University.

Mr. Mullen’s qualifications to be a member of our Board include his executive
management and leadership experience and his extensive global industrial and
engineering background. He also brings experience serving on the boards of other
publicly traded companies. In his capacity as CEO and as a Director of multiple public
companies, Mr. Mullen also obtained a wealth of experience in strategic planning and
M&A transactions.

RICHARD HIPPLE

Board Committees:

•

Remuneration
(Chair)
Audit

Other public company
boards:
•
•

KeyCorp
Barnes
Inc.

Group,

Richard Hipple was appointed a Non-Executive Director in November 2018, at which
time he was appointed the Chair of the Remuneration Committee and a member of the
Audit Committee.

Mr. Hipple served as the Chairman and Chief Executive Officer of Materion Corporation,
a producer of high-performance advanced engineering materials, from 2006 until his
retirement in 2017, as well as President and Chief Operating Officer from 2005 to 2006.
Prior to that, Mr. Hipple worked in the steel industry for twenty-six years in numerous
capacities, including project engineering, strategic planning, supply chain management,
operations, sales and marketing, and executive management. Mr. Hipple has served as
a Director of KeyCorp (NYSE: KEY), a bank-based financial services company, since
2012 and is Chair of the Audit Committee and a member of the Nominating and
Corporate Governance Committee. Since 2017, he has also served as a Director of
Barnes Group, Inc. (NYSE: B), a global industrial manufacturing company, and is a
the Compensation and Management Development and Corporate
member of
Governance Committees. Mr. Hipple is also a current member of the National
Association of Corporate Directors. From 2007 to 2018, Mr. Hipple served on the Board
of Ferro Corporation, a supplier of technology-based functional coatings and color
solutions. Mr. Hipple is Chair Emeritus and a Trustee of the Cleveland Institute of Music
and has served as a Director of the Greater Cleveland Partnership, as well as the
Manufacturers Alliance for Productivity and Innovation. Mr. Hipple received his Bachelor
of Engineering degree from Drexel University.

Mr. Hipple’s qualifications to be a member of our Board include his extensive executive
management and leadership experience with a global manufacturer of high-performance
in business development and strategic
engineered materials, his experience
transformation, and his broad
international
acquisitions. He also brings experience serving on the boards of other publicly traded
companies.

in both domestic and

involvement

LUXFER HOLDINGS PLC

CLIVE SNOWDON

Board Committees:

•

Nominating &
Governance
(Chair)
Audit

Other public company
boards: None

Clive Snowdon was appointed a Non-Executive Director in July 2016 and has served as
Chair of the Nominating and Governance Committee since April 2020. He acts as a
financial expert on the Audit Committee, which he joined in August 2016.

Mr. Snowdon currently serves as the Aerospace Industry Advisor to Cooper Parry
Corporate Finance, a corporate finance advisory. He previously acted as Chairman of
the Midlands Aerospace Alliance, an association supporting the aerospace industry
across the Midlands region of England, from 2007 to 2016, and a Trustee of the Stratford
Town Trust from 2015 to 2023. In May 2016, Mr. Snowdon stepped down from the Board
of Hill & Smith Holdings plc, an international group of companies operating in the
infrastructure and galvanizing markets, where he was a Senior Non-Executive Director
since May 2007, Chair of the Remuneration Committee, and a member of the Audit and
Nominating and Governance Committees.

In 2011, Mr. Snowdon retired from Umeco plc, a provider of advanced composite
materials, after serving as Chief Executive since 1997. Mr. Snowdon was also the
Executive Chairman of Shimtech Industries Group Limited until 2015. From 1992 to
1997, he served as Managing Director of Burnfield PLC after working as Finance
Director. He has also held senior positions with Vickers plc, BTR plc, and Hawker
Siddeley Group. Mr. Snowdon is a Chartered Accountant. He received his Bachelor of
Arts degree in Economics from the University of Leeds.

Mr. Snowdon’s qualifications to be a member of our Board include his experience as a
former Chief Executive of a UK public company, his strong understanding of UK plc and
corporate governance requirements, and his experience in mergers and acquisitions.

Sylvia A. Stein was appointed a Non-Executive Director in August 2022 and serves as a
member of the Audit Committee and Nominating and Governance Committee.

SYLVIA A. STEIN

Board Committees:
Audit
Nominating &
Governance

•
•

Other public company
boards: None

Ms. Stein is the Senior Vice President, Chief Legal Officer of Veralto Corporation (NYSE:
VLTO), a global leader in essential water and product quality technology solutions, which
she joined in June 2023. In her current role, Ms. Stein leads Veralto's legal, compliance,
and environment, health, and safety (EHS) functions, and she advises the Company and
its Board of Directors on a wide range of strategic and operational issues, including
enterprise risk management, governance, and sustainability. Prior to joining Veralto, Ms.
Stein served as Vice President, General Counsel, Corporate Secretary, and Chief
Compliance Officer of Modine Manufacturing Company (NYSE: MOD), a global provider
of thermal management systems and solutions, which she joined in 2018. At Modine,
she led the company’s global legal, compliance, and intellectual property functions and
provided strategic, governance and legal advice to Modine’s Board of Directors and
executive management team. From 2001 to 2016, Ms. Stein progressed through a
variety of roles at Kraft Foods, a global food and beverage manufacturer, where she
most recently served as Associate General Counsel, Marketing & Regulatory, at the
Kraft Heinz Food Company (NASDAQ: KHC). Earlier in her career, Ms. Stein was
member of the complex commercial litigation practice at Latham & Watkins, LLP in
Chicago, Illinois, and she also served as a federal judicial law clerk.

Ms. Stein holds a Bachelor’s degree in Economics from Northwestern University and a
Juris Doctor from the University of Michigan Law School. She presently serves on the
Board of Directors of Legal Action Chicago, a non-profit organization providing pro bono
legal services to the Chicago community through legislative initiatives and class action
litigation.

Ms. Stein’s qualifications to be a member of our Board include her extensive in-house
legal experience in advising global public companies, particularly in matters related to
business strategy, sustainability, regulatory compliance, mergers and acquisitions, and
talent management, as well as her involvement in developing and executing growth-
driven business strategy and pragmatic risk management procedures.

LISA TRIMBERGER

Board Committees:
Audit (Chair)
Remuneration

•
•

Other public company
boards:
•

COPT Defense
Properties
EPR Properties

•

LUXFER HOLDINGS PLC

Lisa Trimberger has served as a Non-Executive Director since September 2019. Since
April 2020, she has served as Chair of the Audit Committee, upon which she acts as a
financial expert. Ms. Trimberger has also served as a member of the Remuneration
Committee since September 2019.

Ms. Trimberger retired as an Audit Partner of Deloitte & Touche LLP in 2014 after
spending thirty-one years with the firm. As a lead Client Service and Audit Partner, Ms.
Trimberger interacted with the management and boards of publicly traded companies.
She worked on significant transactions, as well as control and risk-assessment issues.
Additionally, she was actively involved in the firm’s quality review practice, serving as a
Deputy Professional Practice Partner and Engagement Quality Control Review Partner.
During her tenure with Deloitte, Ms. Trimberger also served as Co-Chair of the firm’s
Nominating and Governance Committee and was a leader of the firm’s National
Women’s Initiative for the development and retention of women professionals. Currently,
Ms. Trimberger is a principal and owner of a private investment company, Mack Capital
Investments LLC. She also serves as Trustee of the Board, Chair of the Audit
Committee, and a member of the Nominating and Governance Committee of COPT
Defense Properties (NYSE:CDP), a real estate investment trust. Ms. Trimberger also
serves as a Trustee on the Board of Trustees of EPR Properties (NYSE: EPR), a
diversified experiential net lease real estate investment trust, where she is the Chair of
the Audit Committee and a member of the Finance Committees.

Ms. Trimberger is a Certified Public Accountant and holds a Bachelor of Science degree
in Accounting from St. Cloud State University. Ms. Trimberger is a member of the
National Association of Corporate Directors (NACD), as well as the National Association
of Real Estate Investment Trusts. She is an NACD Board Leadership Fellow and earned
the CERT Certificate in Cybersecurity Oversight, as developed by NACD, Ridge Global,
and Carnegie Mellon University’s CERT division. Ms. Trimberger also completed the
Women’s Director Development Executive Program at J.L. Kellogg School of
Management at Northwestern University.

Ms. Trimberger’s qualifications to be a member of our Board include her experience as
an Audit Partner in a Big Four accounting firm, her public board experience, and her
significant experience as a financial expert in areas including financial and audit
oversight, risk management, and corporate governance.

LUXFER HOLDINGS PLC

Corporate Governance

Strong corporate governance practices serve the long-term interest of our stakeholders, strengthen the Board
and management, and further enhance the public trust Luxfer has earned from operating with uncompromising
ethics and integrity. Luxfer is fully committed to operating in a legal, ethical, and sustainable manner in all that we
do.

Overview

Luxfer’s corporate governance principles govern how we do business daily, enabling us to outperform and
provide sustainable growth. They provide a framework that defines the roles, rights and responsibilities of
various groups within the Company. The Board has adopted a set of Corporate Governance Guidelines which
provide the framework for the effective and ethical governance of the Company. These guidelines address
matters such as the respective roles and responsibilities of the Board and Committees, director independence,
conflicts of interest and membership criteria. The Corporate Governance Guidelines, the Company’s Articles of
Association (the “Articles”), Charters of the Board Committees, Reservation of Powers, and the Code of Ethics
and Business Conduct, as well as national regulations such as the Companies Act of 2006 (“Companies Act”)
provide the structure for the governance of the Company.

The Company is incorporated in England and Wales and has a single listing of ordinary shares on the New York
Stock Exchange (“NYSE”). Accordingly, our corporate governance is also informed by the relevant aspects of
two regulatory regimes, the U.K. and the U.S. For example, as a company listed on the NYSE we are considered
a “quoted company” for the purposes of the Companies Act. Therefore, we are required to comply with quoted
companies’ requirements such as the way we report on remuneration, which includes an annual advisory
shareholder vote on director remuneration and a binding shareholder vote every three years. Luxfer is not listed
on the London Stock Exchange. As such, we are not required to comply with the U.K. Corporate Governance
Code. Nonetheless, we embrace aspects of this Code insofar as appropriate, relevant and practical to a
company the size and status as Luxfer.

In July 2018, the Company informed the NYSE of its loss of Foreign Private Issuer ("FPI") status and our
intention to transition to a domestic issuer effective January 1, 2019. From this date, the Company has operated
in full compliance with the requirements for domestic issuer pursuant to the Exchange Act of 1934, as amended,
and the NYSE’s Manual. Through the increased transparency of financial information and higher corporate
governance standards associated with domestic issuer status, we made it possible for Luxfer shares to be
included in the Russell 2000 index. Inclusion in the index has attracted new, high-quality shareholders, while also
allowing the orderly exit of some legacy debt holders. Additionally, we enhanced our Board of Directors which is
now comprised of a greater range of tenure, diversity and public company experience, thus facilitating effective
oversight and a better balance between historical experience and fresh perspectives.

We are also required to comply with certain provisions under the Sarbanes-Oxley Act, including Section 404(a),
which requires that the management of public companies assess the effectiveness of the internal control of
issuers for financial reporting. Such evaluation must be based on a suitable, recognized control framework such
as that which was established in Internal Control Integrated Framework (2013) issued by the Committee of
Sponsoring Organisations of the Treadway Commission (the “COSO Framework”). We have updated our
framework for the evaluation of the effectiveness of our internal controls over financial reporting in accordance
with the COSO Framework of 2013.

In developing corporate governance practices for the Group, the Directors have taken note of all the
aforementioned regulatory requirements, including those required under the Companies Act, as well as reflecting
best practice as the Directors consider appropriate.

Board Responsibilities and Leadership Structure

The Board has responsibility for the overall leadership of the Company, its long-term success and helping to
develop and approve its strategic aims. The Directors have determined a schedule of matters reserved to the
Board. Reserved matters are comprehensive and reviewed as the Board considers appropriate, normally once
annually. A review was undertaken during the year, following a comprehensive review taking into consideration
the transition to a domestic issuer. Matters reserved to the Board are set out in the Governance section of the
Company’s website.

The Board believes it is important to maintain the flexibility to choose the leadership structure that is best able to
meet the needs of Luxfer and its shareholders, based on the circumstances that exist at the time and the
qualifications of the available individuals. Due to the relatively small size of the Board, the Directors have
determined it to be unnecessary to appoint a Senior Independent Director. Further, we currently do not have a
policy requiring the positions of Board Chair and Chief Executive Officer to be held by different persons.
However, these two positions have historically been separate, and are expected to remain separate. The Board
believes this structure is advantageous. Specifically, separating the positions provides the appropriate balance
between strategy and development and oversight of management, while also allowing the CEO to focus

LUXFER HOLDINGS PLC

attention on driving business performance rather than Board governance. Additionally, this structure is consistent
with corporate best practices, the Institutional Shareholder Services’ recommendation, the views of Luxfer’s
shareholders, and the U.K. Corporate Governance Code.

Patrick Mullen is a Non-Executive Director and is considered independent under NYSE listing standards. Luxfer
believes that Patrick Mullen's service as Board Chair is appropriate because of his extensive global industrial
experience, history of serving on the boards of other public companies, and knowledge of the manufacturing and
engineering industries in general. The responsibilities of the independent Board Chair include, among other
things:

•
•

•

•
•

Leading the Board, including the oversight and coordination of the Board’s and its Committees’ work;
Serving as a liaison between the CEO, other members of senior management, the Non-Executive
Directors, and the Committee Chairs;
Presiding at all meetings of the Board, including executive sessions of the independent, Non-Executive
Directors;
Presiding at all meetings of the shareholders;
Setting the Board’s meeting agendas and ensuring there is sufficient time for discussion of all agenda
items;

• Recommending to the Board agendas for shareholder meetings and providing guidance to the Board on

•

positions the Board should take on issues to come before shareholder meetings;
Participating in discussions with the Nominating and Governance Committee on matters related to Board
and Committee organization, composition, membership terms, and meeting structure;
Participating in discussions with the Nominating and Governance Committee and Remuneration
Committee on matters related to the hiring, evaluation, and compensation of, and the succession
planning for, the CEO, the Executive Officers, and Directors; and,

• Maintaining dialogue and canvassing opinions of the Non-Executive Directors in absence of the

Executive Director.

Board and Committee Self-Assessments

Annual self-assessments and evaluation of Board performance helps ensure that the Board and its Committees
function effectively and in the best interest of our shareholders. The Nominating and Governance Committee is
Responsible for Directors and each Committee. The assessment process consists of a written evaluation
comprising both quantitative scoring and narrative comments on a range of topics, including the composition and
structure of the Board of Directors, the type and frequency of communications and the information provided to
the Board and its Committees, the Board’s effectiveness in carrying out its functions and responsibilities, the
effectiveness of the Committee structure, Director’s preparation and participation in the meetings, and the values
and culture displayed by the Directors. With the assistance of the Company Secretary, the evaluation responses
are compiled by the Chair of the Nominating and Governance Committee. The Nominating and Governance
Committee Chair leads a discussion of the assessment results at the following Board meeting. In addition to this
annual self-assessment, verbal assessments are conducted in independent executive sessions at the end of
every Board and Committee meeting.

Board Education, Information and Support

Board education is an ongoing, year-round process, which begins when a Director joins our Board. Within one
(1) year of joining our Board, new Directors are provided with an orientation to our Company, including our
business, strategy and governance. On an ongoing basis, Directors receive educational presentations on a
variety of topics related to their responsibilities as Directors and the industries in which Luxfer operates. These
presentations are provided by our senior management team and/or external advisors.
In 2023, topics for Board education included Luxfer values and culture; anti-bribery; anti-trust compliance; global
insider dealing; global business ethics; capital markets; merger and acquisition strategy and trends, including
strategic options; SEC regulatory developments and disclosure proposals; technology for Boards; talent
management; emerging issues in governance; audit, accounting, and financial analysis; areas of risk relating to
Generative AI; cybersecurity; ESG; and diversity and unconscious biases.

The Company Secretary and General Counsel as well as external counsel when appropriate and necessary,
provide updates to the Board on legal and regulatory issues nature of which it and the individual Directors should
be aware to refresh their skills and knowledge. There is a culture of information exchange on various matters of
interest to the Group and its operations between Directors and senior managers to keep Directors abreast of
relevant developments.

LUXFER HOLDINGS PLC

The Board receives both financial and operational information to assist it in carrying out its duties. The Chief
Executive Officer and the Chief Financial Officer provide regular reports to the Board regarding relevant aspects
of the business. These reports are further detailed at scheduled Board meetings as appropriate. Additional topics
for review and discussion are added to these reports from time to time at the request of the Directors. In addition,
specific items are scheduled into the Board agenda for report and review on a regular basis, such as health and
safety and environmental matters and current topical issues. The Board evaluates this information and support
procedures periodically to ensure that topics remain appropriate.

Board Meetings and Committees

The Board meets regularly during the year, holds special meetings, and acts by unanimous written consent,
wherever circumstances require. In each regularly scheduled Board and committee meeting, the independent
Directors also meet in executive session, without the Chief Executive Officer or other members of management
present. Directors are expected to attend all scheduled meetings of the Board of Directors, all meetings of the
Committee(s) on which they serve, and all shareholder meetings.

The Board has three standing committees comprised solely of Independent Directors: the Nominating and
Governance Committee, the Remuneration Committee, and the Audit Committee. The Company Secretary
distributes Board and Committee agendas and materials to the Board and Committees seven days before a
scheduled meeting.

3 - Meetings of the
Nominating and Governance
Committee

MEETINGS OF THE BOARD OF DIRECTORS IN 2023

4 - Meetings of the
Remuneration Committee

6 - Meetings of the Audit
Committee

8 - Meetings of the Board

The Board held eight regularly scheduled meetings in 2023, four of which occurred in-person and four of which
occurred virtually via videoconference.Three of these were special meetings to discuss the accelerated and
expanded strategic review and board succession planning. The attendance rate at Board meetings in 2023 was
95.8%. Committee meetings were attended by 100% of committee members, with the exception of Sylvia Stein
who was excused from one Audit Committee meeting in April 2023. All Directors then serving attended the 2023
Annual General Meeting of Shareholders.

Nominating and Governance Committee

Role: The Nominating and Governance Committee advises the Board on matters relating to corporate
governance, Board structure, and Board composition. Responsibilities include, among other things, establishing
criteria for Director candidates and identifying individuals for nomination to become Directors, including engaging
advisors to assist in the search process where appropriate, and considering potential candidates recommended
by shareholders; developing plans and making recommendations in relation to the organization, composition,
membership terms, and meeting structure of the Board and its committees; overseeing and making
recommendations regarding executive succession planning; administering the annual performance evaluation of
the Board and its committees; overseeing Luxfer's corporate governance and compliance structure and
practices; and overseeing and recommending to the Board changes to our Corporate Governance Guidelines,
Committee Charters, and other governing instruments.

A full description of the Committee’s role is set forth in the Nominating and Governance Committee Charter,
available at https://www.luxfer.com/investors/governance/

Members: Clive Snowdon (Chair since April 2020), Patrick Mullen (effective January 2022), Sylvia A. Stein
(effective August 2022).

The Board has affirmatively determined that all members of the Nominating and Governance Committee are
independent in accordance with the NYSE listing standards and SEC regulations.

LUXFER HOLDINGS PLC

Remuneration Committee

Role: The Remuneration Committee sets and administers the policies that govern executive, director and senior
management compensation. Responsibilities of the Remuneration Committee include, among other things,
evaluating Executive Officer and senior management performance; establishing and administering executive
compensation, including base salaries, annual cash incentives, and equity awards; reviewing and approving the
Executive Compensation Discussion and Analysis included in the annual Proxy Statement; recommending
actions regarding the Chief Executive Officer's compensation for approval by the Non-Executive Directors of our
Board; approving individual compensation actions for all Executive Officers other than the CEO; and overseeing
the Company’s human capital practices as such practices related to the Company’s broader ESG strategy.

A full description of the Committee’s role is set forth in the Remuneration Committee Charter, available at https://
www.luxfer.com/investors/governance/.

Members: Richard Hipple (Chair as of November 2018), Patrick Mullen (effective January 2022), and Lisa
Trimberger (effective September 2019).

The Board has affirmatively determined that all members of the Remuneration Committee are independent in
accordance with the NYSE listing standards and SEC regulations.

Report: The Director’s Remuneration Report appears in the Remuneration Report on pages 38 to 77.

Audit Committee

Role: The Audit Committee oversees the Company's accounting, financial reporting, and internal control policies
and procedures. Responsibilities of the Audit Committee include, among other things, overseeing financial
reporting, controls, integrity of the Company’s financial statements, and audit quality and performance;
monitoring and overseeing the independence and performance of our independent auditor, with responsibility for
the selection, evaluation, remuneration, and, if applicable, discharge of such independent auditors; approving, in
advance, all of the audit and non-audit services provided to the Company by the independent auditor; facilitating
open communication among our Board, senior management, internal audit, and the independent auditor; and
overseeing our enterprise risk management and financial compliance programs.

A full description of the Committee’s role is set forth in the Audit Committee Charter, available at https://
www.luxfer.com/investors/governance/.

Members: Lisa Trimberger (Chair as of April 2020), Richard Hipple (effective November 2018), Clive Snowdon
(effective August 2016), and Sylvia A. Stein (effective August 2022).

The Board has affirmatively determined that all members of the Audit Committee are independent in accordance
with the NYSE listing standards and SEC regulations.

Financial Experts: The Board has determined that Lisa Trimberger, Richard Hipple, Clive Snowdon, and Sylvia
A. Stein are financially literate under NYSE rules and listing standards. The Board has further determined that
Lisa Trimberger and Clive Snowdon qualify as financial experts pursuant to SEC standards.

Report: The Directors are responsible for preparing the financial statements to satisfy U.K. law. This
responsibility is explained further in the Statement of Directors’ Responsibilities on page 78 and the Independent
Auditors’ Report on pages 79 to 85.

Meetings: Prior to the commencement of the financial year, the Committee establishes a schedule of meetings
to coincide with key events in the Company’s financial reporting and audit cycle to ensure that it has sufficient
time to fulfil its responsibilities. Agendas and appropriate documentation are provided to the Committee by the
Company Secretary. The Chief Financial Officer and the Chief Executive Officer may attend Committee meetings
as required. The Chair of the Audit Committee consults with external auditors as necessary in preparation for
Committee meetings and may invite the external auditor to attend a meeting of the Audit Committee if required.

The Audit Committee has adopted and implemented a ‘Policy on the Provision of Audit and Non-Audit Services
by Auditors’ (the “Pre-approval Policy”) to comply with auditor independence requirements contained in Rule
2-01 of Regulation S-X under the Exchange Act. The policy requires the Audit Committee to pre-approve all
matters upon which the Company’s external auditors are requested to advise (audit and non-audit work),
including fees, subject to certain pre-approvals made annually by the Audit Committee. A pre-approved sum to
be spent on audit and tax matters is delegated to the Chief Financial Officer and there is a procedure for
approval of urgent items by the Chair between meetings. The policy also affirmatively prescribes the Company’s
external auditors from advising on certain matters.

LUXFER HOLDINGS PLC

Conflicts of Interest

Luxfer’s Code of Ethics and Business Conduct and Corporate Governance Guidelines address conflicts of
interest. As provided in the Code of Ethics and Business Conduct, a “conflict of interest” occurs when an
individual’s private interest (or the interest of a member of their family) interferes, or even appears to interfere,
with the interests of Luxfer. A conflict of interest can arise when an employee, Officer, or Director (or a member of
their family) takes actions or has interests that may make it difficult to perform their work for Luxfer objectively
and effectively. Conflicts of interest also arise when an employee, Officer, or Director (or a member of their
family) receives improper personal benefits as a result of his or her position in Luxfer. The Company periodically,
but no less frequently than annually, solicits information from Directors and Executive Officers in order to monitor
potential conflicts of interest. Directors and Executive Officers are expected to always be mindful of their fiduciary
obligations to the Company, and they must seek determinations and prior authorizations or approval of potential
conflicts of interest exclusively from (i) the Board Chair or Nominating and Governance Committee, as
appropriate, in the case of Directors or (ii) Luxfer's General Counsel, or where a conflict arises, the Nominating
and Governance Committee, in the case of Executive Officers.

In 2023, there were no conflicts of interest.

Related-Party Transactions

In addition to the standards set forth in our Corporate Governance Guidelines, Luxfer has established a Related-
Party Transactions Policy. As defined in the Policy, a “Related Person” is any (i) person who is or was (since the
beginning of the last fiscal year for which Luxfer has filed a Form 10-K and Proxy Statement, even if they do not
presently serve in that role) an Executive Officer, Director, or nominee for election as a Director of Luxfer, (ii)
person who is the beneficial owner of greater than 5% of Luxfer’s outstanding ordinary shares, or (iii) Immediate
Family Member of any of the foregoing. “Immediate Family Member” is defined as “any child, stepchild, parent,
stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law,
or any person (other than a tenant or employee) sharing the household of a person.”

In accordance with the Related-Party Transactions Policy and consistent with Section 314.00 of the NYSE Listed
Company Manual the Audit Committee must conduct a reasonable prior review of all “Related Party
Transactions." A “Related Party Transaction" is any transaction, arrangement, or relationship, or any series of
similar transactions, arrangements, or relationships, in which (i) the aggregate amount involved will or may be
expected to exceed $120,000 in any fiscal year, (ii) Luxfer is a participant, and (iii) any Related Person has or will
have a direct or indirect material interest, other than solely as a result of being a Director or trustee (or any
similar position) or a less than 10% beneficial owner of another entity.

In considering whether to approve an Interested Transaction, the Audit Committee takes into account, among
other factors it deems appropriate, whether the Related Party Transaction is on terms no less favorable than
terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of
the Related Person’s interest in the arrangement.

In 2023, there were no related party transactions.

Security Ownership

Various Luxfer policies address security ownership, including the Insider Trading and Dealing Policy and the
Stock Ownership Guidelines. Particularly, Luxfer's Insider Trading and Dealing Policy prohibits a number of
transactions by “Covered Persons.” “Covered Persons” include Directors, Executive Officers, and various Luxfer
employees and consultants in corporate, finance, IT, and investor relations roles. Specifically, the Policy prohibits
the following in relation to Company securities: short-term trading, short sales, options trading, trading on
margin, and hedging. All Covered Persons – including family members of Covered Persons, members of a
Covered Person's household, and entities controlled by Covered Persons – are expected to comply with the
Insider Trading and Dealing Policy, as well as applicable securities laws and regulations.

Further, Luxfer has established Stock Ownership Guidelines, which apply to all Non-Executive Directors, Named
Executive Officers, and any other key employees that the Remuneration Committee may identify from time to
time in consultation with management. The Company’s Articles of Association do not currently require Directors
to hold a minimum number of shares in the Company in order to qualify for appointment to the Board of
Directors; however, the Stock Ownership Guidelines provide the Company's expectations as to the minimum
amount of share such persons should own in the Company. These minimum amounts are based on the total
value of the shares owned by a person being equal to a certain multiple of such person's annual base salary or
retainer fee. Additionally, the Stock Ownership Guidelines include share retention ratios to assist in a person's
continuous progress toward their respective ownership guideline. Directors and Executive Officers are expected
to achieve the minimum ownership guidelines within five years of the effective date of the Stock Ownership
Guidelines or their appointment or election, whichever occurs later.

LUXFER HOLDINGS PLC

Anti-Bribery and Anti-Corruption

The Code of Ethics and Business Conduct requires compliance with all applicable anti-bribery laws, including the
U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and local laws where Luxfer conducts business. This
requirement applies to Luxfer’s Directors, Executive Officers, employees and those with whom Luxfer conducts
its business. Luxfer has an established Anti-Corruption Policy, which sets for the Company’s policies, principles,
and procedures in relation to situations presenting corruption or bribery issues. Annual training is required for all
members of our Board of Directors, senior management, and any non-production employees, and more
thorough trainings are provided to employees in high-risk roles, including those in audit, sales, finance,
marketing, legal, and export and import. Luxfer’s General Counsel provides quarterly updates on all activities to
the Audit Committee and Board as a whole.

Whistleblowing

We highly encourage reporting of any wrongdoing regarding corporate governance, financial reporting, human
rights, or any concerns about business conduct brought forth in good faith. Luxfer operates an independent,
anonymous whistleblowing hotline that is available 24/7 to our employees or anyone working in our supply chain.
Luxfer’s longstanding Whistleblowing Policy describes the procedures in place to ensure our due diligence in
thoroughly investigating and remedying any reports through this avenue. The policy provides strong protections
against retaliation for whistleblowers and anyone who cooperates in a Company investigation. The Audit
Committee oversees the operation of the Whistleblowing Policy and receives a report from the Company
Secretary at each meeting of the Audit Committee.

Relations With Shareholders

We believe that effective corporate governance includes year-round engagement with our shareholders,
stakeholders, and any interested party. We regularly meet with our shareholders via telephone calls and virtual
videoconference meetings, including both large and small investors, to discuss business strategy, performance,
compensation philosophy, corporate governance, and environmental and social topics. In a typical year, Luxfer
engages dozens of shareholders, including our largest shareholders two to three times per year. In 2022, we had
meetings throughout the year through investor conferences, non-deal roadshows, and scheduled post-earnings
follow up calls. To continuously improve our shareholder communication and outreach, we review the feedback
we receive during these meetings with our Board of Directors. Our Directors, along with management, carefully
consider and evaluate this information and modify the Company's approach to advance our shareholder
engagement efforts.

LUXFER HOLDINGS PLC

Executive Leadership Team

The members of the Executive Leadership Team of Luxfer are responsible for the day-to-day management of the
Company. The Executive Leadership Team meets regularly and at least once a month. These meetings are
chaired by the Chief Executive Officer and consists of the Chief Financial Officer and senior management at
group and segment levels. The Executive Leadership Team acts in an advisory capacity to the Chief Executive
Officer and provides a forum where matters of interest or concern to the Group can be reviewed and discussed,
strategy debated, policies developed and agreed, best practice discussed, and appropriate measures
implemented. Said meetings also provide an opportunity for senior management to receive updates on progress
in other areas of the Group outside their remit.

The following table lists the names and positions of the current members of the Executive Leadership Team who
served during fiscal year 2023.

Name

Age

Position

Andy W.J. Butcher

Stephen M.D. Webster

Graham D. Wardlow

Jeff C. Moorefield
Mark A. Chivers (1)

Peter N. Gibbons

Megan E. Glise

Mark J. Lawday

Howard I. Mead

Chief Executive Officer

Chief Financial Officer

Managing Director, Luxfer MEL Technologies

Vice President and General Manager, Luxfer Magtech

Managing Director, Luxfer Superform

Vice President and General Manager, Luxfer Graphic Arts

General Counsel and Company Secretary

Vice President and General Manager, Luxfer Gas Cylinders

Vice President and General Manager, Luxfer Gas Cylinders Composite

Notes:
1.

Mark Chivers continues to serve as a member of the ELT and Managing Director of Luxfer Superform. However, Luxfer Superform is considered as a
discontinued operation as of December 31, 2020.

Biographies of the current members of the Executive Leadership Team who served during fiscal year 2023 are
set forth below:

Andrew ("Andy") W.J. Butcher
Chief Executive Officer and Executive Director

Andrew Butcher was appointed Luxfer's Chief Executive Officer effective May 6, 2022, at which time he also became
an Executive Director.

Mr. Butcher served as President of our global Luxfer Gas Cylinders business from April 2014 to May 2022, having
been the President of Luxfer Gas Cylinders - North America from 2009 to 2014. Mr. Butcher joined Luxfer in
Nottingham, United Kingdom, in 1991. He has held positions of increasing responsibility throughout his career at
Luxfer, including leading the development of Luxfer's composite cylinder business beginning in 2002, first as General
Manager and then as Executive Vice President. He currently serves as a Director and Executive Officer of various
subsidiaries and affiliates of the Company. Mr. Butcher holds a Master of Arts degree in Engineering from Cambridge
University and an M.B.A. from Keele University.

Mr. Butcher’s qualifications to be a member of our Board include his more than 30 years of experience with Luxfer,
his value-enhancing growth and acquisition experience, his educational background, and his knowledge of advanced
materials.

LUXFER HOLDINGS PLC

Stephen M.D. Webster
Chief Financial Officer

Stephen Webster was appointed Chief Financial Officer effective March 1, 2022. From September 2016 to March
2022, Mr. Webster served as Luxfer’s Corporate Controller. Prior to joining Luxfer, Mr. Webster held various finance
leadership roles at global businesses, serving as Head of Global Accounting at Seadrill Limited, an OSE-listed
offshore drilling company, and ERP Business Integration Lead, IFRS Project Lead, and Financial Accounting Director
at JT International, a global tobacco company. He has extensive experience in corporate financial management and
external reporting under both U.S. GAAP and IFRS. Mr. Webster is a Chartered Accountant and holds a degree in
International Management and Modern Languages from the University of Bath.

Graham D. Wardlow
Managing Director of Luxfer MEL Technologies

Graham Wardlow was appointed Managing Director of Luxfer MEL Technologies (LMT) in October 2017, following
the merger of Luxfer's MEL Chemicals and Magnesium Elektron Alloys businesses. Luxfer's Magnesium Powders
business was subsequently made part of LMT in early 2022, which Mr. Wardlow now oversees. Mr. Wardlow joined
Magnesium Elektron in 1984 and undertook several technical and commercial roles before becoming Managing
Director of the Magnesium Elektron Alloys business in 2008 and Divisional Managing Director of MEL Chemicals in
May 2017. Mr. Wardlow holds a degree in Materials Engineering from Imperial College, University of London, as well
as an M.B.A. from Keele University.

Jeffrey ("Jeff") C. Moorefield
Vice President and General Manager of Luxfer Magtech

Jeff Moorefield was appointed Vice President and General Manager of Luxfer Magtech on April 1, 2022, at which time
he also became an Executive Officer of the Company. Mr. Moorefield previously served as Luxfer’s Vice President of
Operations from March 2019 to March 2022. Before joining Luxfer, Mr. Moorefield served as Senior Vice President of
Global Operations at Tennant Company, a provider of floor cleaning machines, products, and services. Prior to that,
he served as Global Vice President of Operations for various business segments within Pentair Plc, a provider of
water treatment solutions and sustainable applications. Mr. Moorefield holds a Bachelor of Science degree in
Industrial Technology from Western Kentucky University.

Mark A. Chivers
Managing Director of Luxfer Superform

Mark Chivers has served as Managing Director of Luxfer Superform since April 2018. Mr. Chivers joined Luxfer in
2009 as Operations Director of Superform U.K., before moving to California in 2014 to become Vice President and
General Manager of the U.S. facility. Before joining Luxfer, Mr. Chivers held Production and Operations Management
and Vice President roles in the castings and tool making industry, particularly servicing the automotive sector. Mr.
Chivers holds a Bachelor of Arts degree in Business Studies from Wolverhampton University.

LUXFER HOLDINGS PLC

Peter N. Gibbons
Vice President and General Manager of Luxfer Graphic Arts

Peter Gibbons was appointed Vice President and General Manager of Luxfer Graphic Arts in July 2019. From July
2017 to July 2019, Mr. Gibbons served as Director of IT and Sourcing. Upon his appointment as Director of IT and
Sourcing, Mr. Gibbons became a member of the Executive Leadership Team. Mr. Gibbons joined Luxfer in 2004 as
European Financial Controller of the Magnesium Elektron Alloys business. From 2013 to 2014, he served as Luxfer’s
Group Financial Controller, and from 2014 to 2017, Mr. Gibbons was the Divisional Finance Director of Luxfer’s
Magnesium Elektron Alloys business.

Megan E. Glise
General Counsel and Company Secretary

Megan Glise was appointed General Counsel and Company Secretary in September 2020. Ms. Glise joined Luxfer
as U.S. Legal Counsel in July 2018 and was appointed Associate General Counsel in February 2019. In January
2020, she became a member of the Executive Leadership Team and an Executive Officer of the Company. Before
joining Luxfer, Ms. Glise was an Associate Attorney at a Wisconsin-based law firm, where she focused her practice
on corporate and transactional law. Ms. Glise received her Juris Doctorate from Marquette University Law School and
holds a Bachelor of Arts degree in English and Criminology and Law Studies from Marquette University.

Mark J. Lawday
Vice President and General Manager, Luxfer Gas Cylinders - Europe

Mark Lawday was appointed Vice President & General Manager of Luxfer Gas Cylinders - Europe in April 2022 and
became a member of Luxfer’s Executive Leadership Team in January 2023. Mr. Lawday joined Luxfer in 2005 as
Product Manager in Nottingham, United Kingdom, progressing through increasingly senior business development
and sales roles in Europe and North America. He joined Luxfer Gas Cylinders’ North American Leadership Team in
2012 and subsequently the European Leadership Team in March 2017. Mr. Lawday holds a Master of Engineering
degree as well a Doctorate in Materials Engineering from the University of Nottingham.

Howard I. Mead
Vice President and General Manager, Luxfer Gas Cylinders - Composite

Howard Mead was appointed Vice President & General Manager of Luxfer Gas Cylinders - Composite in May 2022
and became a member of Luxfer’s Executive Leadership Team in January 2023. After beginning his career at RSM
UK, Mr. Mead joined Luxfer in 2011 as a Financial Accountant, before progressing through roles of increasing
responsibility at Luxfer Gas Cylinders in areas that included business improvement and finance. Beginning in
September 2019, he served as Gas Cylinders’ Global Vice President of Finance and a member of the Gas Cylinders’
Leadership Team. Mr. Mead is a fellow of the Institute of Chartered Accountants in England and Wales and holds a
Bachelor of Science degree in Mathematics from the University of Manchester, as well as an M.B.A. from the Open
University Business School.

LUXFER HOLDINGS PLC

Environment, Social and Governance ("ESG") Matters

Luxfer remains committed to operating safe, clean, and environmentally compliant facilities while supporting our
employees and communities in which we operate. Foundational to a sustainability strategy that positions Luxfer
for long-term growth, we will continuously evaluate these commitments through strong governance practices and
policy development, ensuring that we always do business based on our mission and values. Luxfer’s Board of
Directors is responsible for overseeing the Company’s long-term business strategy, which includes, among other
things, the Company’s approach to ESG matters. The Board considers our governance-related policies and
practices; our systems of risk oversight and management; how we advance environmental sustainability; health
and safety; human rights; human capital management and corporate culture; cybersecurity; and the way serve
our customers and support our communities.

In December 2024, Luxfer will publish our third Sustainability Report, a biennial report highlighting our ongoing
efforts to drive sustainability in our operations and business units. Building on our inaugural report published in
2020 and a subsequent update published in 2022, the 2024 Sustainability Report will include (i) more granular
environmental and social data through 2023; (ii) an update on our progress towards meeting our 2025
Environmental Goals; (iii) greater discussion on sustainability governance and climate-related risks; (iv) visibility
on new and ongoing sustainability initiatives; and (v) our future 2025-2027 sustainability goals and strategy.

Reflected below is a snapshot of our environmental performance through fiscal year 2023. We look forward to
remaining transparent about our ESG progress and will provide a further update on our progress towards
meeting our 2025 Environmental Goals in the next round of sustainability reporting anticipated in 2024.

Our Products

Many of our products already serve the growing need to safeguard the environment in the transportation sector.
Our hydrogen fuel systems have been applied to a variety of vehicles in a series of world firsts including the first
commercially produced hydrogen powered trucks, refuse trucks, boats and tractors. Luxfer also played a vital
role in developing the U.K.'s first hydrogen-powered train. Beginning operation in 2020, the electric train was
retrofitted to run using our G-Stor® H2 hydrogen fuel system. We will continue developing partnerships in the
transportation sector to make hydrogen-powered transportation a reality.

Similarly, our zirconium-based autocatalyst products help reduce automotive emissions. Driven by increasing
legislation, we work with our customers to offer tailor-made solutions based on our Gasoline Particulate Filtration
systems, Diesel Oxidation Catalysts, Diesel Particulate Filters, passive NOx Absorbers and selective catalytic
reduction systems. These systems reduce the amount of toxic gasses and pollutants contained in exhaust from
traditional diesel and gasoline engines. Further, our unique magnesium alloys used in aerospace and automotive
designs enable lighter and stronger models, which help maximize fuel efficiency, lower emissions, and increase
performance through lightweight materials.

LUXFER HOLDINGS PLC

Our Facilities and Operations

Since 2019, Luxfer has invested in multiple energy- and emissions-reduction projects across our global facilities,
such as LED lighting, upgrades to compressors, pumps, motors, and the replacement of inefficient equipment
with energy-efficient models. In addition to facility investments Luxfer is committed to enhancing internal process
controls, operational improvements, and increased employee awareness of operational inefficiencies through the
incorporation of our Sustainability Luxfer Business System. These business improvements have significantly
contributed to the Company’s ability to achieve its 2025 emissions reduction target ahead of schedule. Other
projects carried out in 2023 to improve our environmental and social footprint include:

•
•
•

•
•

Luxfer MEL Technologies achieving EcoVadis Gold Sustainability Rating
Luxfer Magtech in Cincinnati, OH attaining Green 513 Workplace certification through Hamilton County
Luxfer Magtech in Cincinnati, OH completing a LED lighting upgrade, through which it replaced 290
fluorescent fixtures for an estimated carbon footprint reduction of about 127 metric tons of CO2e,
equivalent to 15.2 homes annual energy use
Luxfer Canada becoming a founding cohort member of Green Economy Calgary
Five sites maintaining ISO14001 certification

ESG Controls and Oversight

While Luxfer's management team is responsible for developing the Company's strategy and managing day-to-
day operations, the Board of Directors oversees the Company's direction, including governance-related policies
and practices; our system of risk oversight and management; how we advance environmental sustainability and
climate related challenges; health and safety; human rights; human capital management and corporate culture;
and the manner in which we serve our customers and support our communities. We recognize that the long-term
success of our Company requires continued focus on these evolving topics and a commitment to regularly
evaluate and improve our performance in relation to them.

Our Environmental, Health, and Safety ("EHS") Management System is a crucial mechanism through which our
ESG initiatives are put into action. Based on ISO 14001 standards, our EHS Management System is comprised
of policies, procedures, and objectives focused on compliance, footprint reduction, and management of EHS
performance. Luxfer's businesses track progress and perform self-audits in accordance with the EHS
Management System with the goal of continually improving the safety of our products, enhancing environmental
protection initiatives and preventing occupational illnesses and injuries.

In addition to internal controls, certain Luxfer businesses participate in compliance and knowledge-sharing
forums with other companies in our industry. For example, our U.K. MEL Technologies business is subject to the
European Union Regulation, Evaluation, Authorization and Restriction of Chemicals ("REACH") controls
(incorporated into U.K. legislation following the U.K.'s exit from the European Union.), which aims to hold
manufacturers and importers responsible for understanding and managing the environmental and health risks
associated with the use of certain chemicals. Our MEL Technologies business participates as a member or lead
member in REACH consortia, during which manufacturers and importers of like substances cooperate with one
another and collect information, gather data, and register certain chemicals in fulfillment of REACH
requirements. Participants work together to assess potential hazards and risks posed by these chemicals and
how those risks can best be controlled.

LUXFER HOLDINGS PLC

Managing Energy Use

Energy is a major requirement for Luxfer's operations which involve melting and forming metals, changing the
state of chemicals, and running heavy machinery. We are subject to a wide variety of regulations regarding
energy usage in the U.K. and take every step necessary to ensure our compliance with those regulations. Our
U.K. plants have signed up for the European-wide Energy Saving Opportunity Scheme, which mandates that all
large organizations calculate the total energy use and perform energy audits across their businesses once every
four years. Our U.K. operations are also registered with and regulated under the Carbon Reduction Commitment
Energy Efficiency Scheme ("CRC"), designed to further mobilize companies to reduce CO2 emissions by
incentivizing energy efficiency. Further, all Luxfer U.K. operations participate in Climate Change Agreements,
with the exception of our Gas Cylinders plant due to the nature of its cold-extrusion process.

Luxfer recognizes energy from fossil fuel resources are finite and that we have a duty to help conserve these
resources. In addition to the environmental benefits and cost savings associated with reducing our energy
consumption, reliance on electricity from the grid also represents a risk to our business operations. Extreme
weather events and natural disasters, including those as a result of climate change, could compromise our
operations and productivity. As such, we acknowledge that we would benefit from diversifying our energy supply.
Currently, 100% of our electricity is purchased from the grid. However, investment in renewable energy aligns
with our long-term sustainability strategy, reduces our risks, and will strengthen operational resilience in the face
of extreme weather events and natural disasters. In the years leading up to 2025, we will strive to introduce
renewable energy solutions to power our operations where deemed possible.

In addition, we will continue reducing our energy consumption from the grid through other projects, such as
those through our Reduced Energy Demand ("RED") Program. In consultation with our energy partners, our
RED Program helps us implement site-specific energy saving initiatives and projects throughout our operations.
RED Projects begin with conducting an on-site energy audit to obtain a more granular analysis of the site’s
energy consumption. Our energy partner then provides proposals for technology and equipment upgrades that
will reduce our energy consumption, each of which includes a detailed analysis of the financial, environmental,
and safety impact of each project. Such proposals will include a renewable energy alternative that will be
implemented if financially and practically feasible.

Greenhouse Gas Emissions

In 2023, we continued tracking energy and emissions data through our internal ESG Scorecard, which measures
progress across a wide range of ESG key performance indicators. In addition to recording data, the ESG
Scorecard is the mechanism through which we evaluate performance against our 2025 Environmental Goals,
which includes our commitment to reducing our absolute carbon dioxide equivalent (“CO2e”) emissions by 20%
by 2025 using a 2019 baseline. Having finalized our full year 2023 emissions figures, we are pleased to have
exceeded our 2025 emissions reduction goal ahead of schedule with a 48% decrease in our total absolute CO2e
emissions in 2023 from our 2019 baseline. In addition to updates provided in annual reports and other
sustainability-related publications, we plan to provide additional details on final full-year 2022 and 2023
emissions data, and an update on progress towards all our 2025 Environmental Goals, in a future sustainability
report anticipated in December 2024.

Each Luxfer site compiles greenhouse gas emission inventories and monitors electricity and natural gas usage.
All other greenhouse gases produced as a result of manufacturing operations, such as propane and direct CO2,
are also recorded. Scope 1 emissions consist of all direct emissions from fuel combustion, natural gas, propane,
and all other sources of direct emissions. Scope 2 emissions consist of all indirect emissions attributable to the
Company through the consumption of purchased electricity, steam, heating, or cooling. This data is compiled and
converted to emissions to calculate our total CO2e output. Our US and Canada facilities use standard CO2
conversion factors published by the US Environmental Protection Agency, and our UK facilities use CO2
conversion factors published by the UK Government. Broadly speaking, the gases that compile the bulk of our
emissions have very similar CO2e equivalency regardless of where they are sourced. Year-on-year figures are
used to identify any anomalies, and similar sites are compared to one another to ensure consistency and
understanding of this data. At present, we do not collect details of any Scope 3 emissions.

LUXFER HOLDINGS PLC

The table below provides a summary of the Company’s Scope 1 and Scope 2 greenhouse gas emissions since
2021.

2023

2022

2021

(mtCO2e)2

(mtCO2e/
$1mSV)3

(mtCO2e)2

(mtCO2e/
$1mSV)3

(mtCO2e)2

(mtCO2e/
$1mSV)3

Scope 1

39,425

97.4

51,660

119.5

72,222

193.1

Scope 2
Statutory total (Scope 1 & 2) 4

13,463
52,888

33.2
130.6

20,226
71,886

46.8
166.3

31,431
103,653

84.0
277.1

2022 and 2023 absolute and intensity emissions include emissions and sales from our facility in Pomona, California acquired in mid-2021.

Metric tons of CO2 equivalent.

Third party sales were used to calculate emissions intensity.

In 2023, our total absolute emissions (i.e., total metric tons of CO2e) decreased by 26.4% compared to 2022.
Absolute Scope 1 emissions decreased 23.9% and absolute Scope 2 emissions decreased 33.4% year-over-
year. We attribute this decrease to various energy- and emissions-saving projects implemented, and operational
efficiency gains in late 2021 and throughout 2023, which are described in greater detail below. These projects
also impacted our total emissions intensity (i.e., CO2e emissions per $million in sales), which decreased by
21.5% in 2023 compared to 2022. Scope 1 emissions intensity decreased by 18.5% and Scope 2 emissions
intensity decreased by 29.1% year-over-year. While emissions intensity are useful metrics to normalize our
emissions, sales value is affected by exchange and inflation rate effects. Accordingly, it is important to note that
the Company’s efforts to pass through inflationary costs in 2023 has impacted our sales value and likewise
impacted our emissions intensity metrics.

Occupational Health and Safety

The occupational health and safety of employees is fundamental to delivering sustainable economic
performance. Luxfer has established well-defined health and safety policies and procedures, as well as ongoing
employee training, as part of the Company’s commitment to being an industry leader in safety. Internal and
External Gap analyses are regularly conducted to systematically assess safety goals and objectives for all
locations. As part of the Company’s enterprise-wide risk management system, these objectives are evaluated,
and performance related to them is regularly reviewed and discussed to strengthen organizational safety
resilience.

Employees are encouraged to observe, and immediately report all safety hazards, which are incorporated into
“safety moments” shared at the beginning of each meeting. Safety moments are meant to increase awareness
and reinforce a culture of positive safety behavior. Additional efforts include monthly employee safety meetings,
safety audits conducted by management, safety audits by certain employees, and the inclusion of safety
initiatives as part of select employees’ incentive plans.

The Company utilizes a mixture of leading and lagging indicators to measure the health and safety performance
of its operations. Leading indicators include reporting and closure of all near miss events and safety concerns
identified. Lagging indicators include the recordable Incident Frequency Rate, which is defined by the US
Occupational Safety and Health Administration as the number of work-related injuries per 100 full-time workers
during a one-year period. Recordable accidents and Lost Time Accidents are also recorded. These safety
measures are integrated into our executives' performance evaluations and reported to the Board quarterly.
Luxfer’s lagging safety indicators from 2019 to 2023 are shown in the table below.

Recordable Accidents

Lost Time Accidents

2023

Incident Frequency Rate

2.46

2022

1.59

2021 (1)

2.62

2020

1.85

2019

2.09

2021 safety data excludes the following facilities: (i) Niagara, Canada; (ii) Aluminum operations in Riverside, CA, US; (iii)
Graham, NC; (iv) Aluminum operations in Worcester, UK; and (v) Shanghai, China. Data from our facility in Pomona, CA is
included, beginning in April 2021.

LUXFER HOLDINGS PLC

Growth and Talent Development

Providing opportunities for professional growth and development is key to Luxfer’s retention strategy. Luxfer
maintains talent and succession planning processes, including regular review by the Executive Leadership Team
and reports to the Board of Directors. We operate leadership and management development programs, which
provide a consistent approach to the development to the Company’s future leaders and managers. With a multi-
faceted curriculum, these programs develop critical problem-solving, communication, management, and
leadership skills. Luxfer also maintains training and development programs for employees at the workforce level,
in addition to regular coaching and support from their supervisor and performance evaluations. To further support
their career aspirations, employees can access Luxfer’s online learning platform which offers over 180,000
courses, videos, and books designed to strengthen critical business, leadership, productivity, and computer
software skills.

Employee Well-Being

Luxfer's workforce is one of our greatest sources of sustainable value. Our ability to deliver on our objectives and
build lasting relationships with our customers depends on the capabilities, attraction, and retention of the
talented individuals who come to work every day. As such, we continuously strive to offer competitive pay and
benefits and maintain a work-life balance for our employees in order to foster job satisfaction and increase
retention.

Fair Wages and Competitive Benefits: Luxfer offers competitive base pay and, depending on position, variable
incentive pay associated with both individual and Company performance. Full-time employees and, in some
cases, part-time employees who have met the minimum hours of service requirement are eligible to participate in
various retirement savings plans, such as the Company’s 401(k) defined contribution plan in the U.S. and
various pension schemes available to U.K. employees. We also offer paid time off, group medical, dental, and
vision plans, in addition to various life, disability and paid family and sick leave options, which vary by
jurisdiction.

Employee Share Plans: Luxfer encourages participation in its U.S. Employee Stock Purchase Plan ("ESPP")
and U.K. Share Incentive Plan ("SIP"), which provide employees an opportunity to become Luxfer shareholders
at a reduced price. Under the ESPP, U.S. employees can purchase Company stock at a 15% discount through
payroll deductions. Under the SIP, U.K. employees can purchase company stock through payroll deductions and,
in turn, the Company matches one free share per every two shares purchased.

Fitness and Wellness Programs: Luxfer is proud to offer several optional fitness and wellness programs and
healthy living incentives to our employees. Our Employee Healthy Lifestyle Program is available to U.S.
employees and offers partial reimbursement for certain gym and fitness center memberships, weight loss
programs, and group exercise classes. U.S. employees are also eligible to participate in a smoking cessation
program through which employees who complete a 90-day program are rewarded with lower insurance rates.

Emotional Well-Being: We support the social and emotional health of our employees by providing access to
wellness clinics and funded mental health counseling services. As a part of Luxfer’s group medical insurance
plan, U.S. employees have convenient access to live video visits with a board-certified doctors or licensed
therapists. Luxfer also offers access to the Employee Assistance Program, which connects employees and their
families with credentialed counselors, free of charge, to provide a variety of work-life services and resources for
family matters, including legal assistance, financial budgeting, and more.

Diverse and Supportive Workplace

The professional conduct of our employees furthers the Company’s mission, promotes productivity, minimizes
disputes, and enhances our reputation. As such, the Company is committed to creating and maintaining a
diverse, global workforce that provides fair and equitable opportunities, thereby advancing Luxfer’s innovation
culture and customer first values. With continued focus on diversity and equity, Luxfer’s diversity initiatives
include, but are not limited to, practices and policies on recruitment and selection, including targeted sourcing of
personnel from diverse backgrounds; compensation and benefits; professional development and training;
advancement opportunities; and the ongoing development of a diverse and inclusive work environment. All
Luxfer personnel are required to complete a variety of anti-harassment, non-discrimination, diversity, and
unconscious bias trainings annually. Luxfer’s talent acquisition teams and hiring managers undergo additional
training to ensure that a diverse slate of candidates is considered for all job openings. Further, Luxfer monitors
the composition of its current workforce for diversity, age, and gender demographics. This data is used to
enhance employment and recruitment practices and is continually improved to ensure that a diverse and
talented workforce is maintained.

Further information on employee policies, communication and engagement can be found in the Directors’ Report
on pages 34 to 37.

LUXFER HOLDINGS PLC

Customers and Suppliers
Recognizing our customers as a crucial source of our success, a core value of Luxfer is always putting the
customer first. Our products are customizable and are tailored to suit the highly specific needs of each individual
customer. We always strive to build and maintain long-term relationships with our customers based on mutual
cooperation and the highest standards of quality and service. Working in close collaboration with one another,
we work hard to find innovative solutions to suit their needs for advanced materials and products.

Luxfer has a complex global supply chain. We understand that such complexity comes with certain risks, which
demands that we maintain a high level of due diligence and vigilance of the third parties and suppliers with
whom we do business. To ensure that our suppliers conduct business with a high degree of integrity and in a
socially and environmentally responsible manner, all third parties (including suppliers, distributors, contractors,
agents, service providers, and customers) are expected to adhere to our Third Party Code of Conduct. Based on
our own Code of Ethics and Business Conduct, the Third Party Code of Conduct applies to all third parties
worldwide. Under the Code, third parties are expected to respect, acknowledge, uphold, and comply with the
following key themes and extend these standards to their supply chains:

• Working conditions
•
•
•
•
•
•
•

Employee health and safety
Child labor, forced labor, and human trafficking
Business ethics, anti-corruption and anti-bribery
Data privacy
Environmental responsibility
Conflict-free mineral sourcing
Product and service quality

As launched in late 2021, the establishment of new commercial contracts and the continuation of existing
commercial arrangements with Luxfer require certain suppliers and distributors to sign and return an
acknowledgment form as a means to verify compliance with the Third Party Code of Conduct. To ensure ongoing
compliance, Luxfer requests that Third Party Representatives renew their signature on the form once every three
years. Attestation rates are tracked quarterly by each Luxfer location on our internal ESG Scorecard, which is
reviewed twice annually with the CEO and senior management.

Examinations of new and existing vendors are conducted regularly. We utilize several methods to ensure that
our standards are met, including vendor risk assessments and audits. Through this approach, vendor
assessments are conducted based on multiple factors (e.g., risk profile, engagement type and activity, and
geography). These assessments evaluate the vendor’s ability to meet both our internal and industry standards
for quality, safety, reliability. Results are reviewed with local management upon completion. Pursuant to our Third
Party Code of Conduct, Third Party Representatives are required to allow representatives from Luxfer and, if
requested, Luxfer’s customers full access to their production facilities, records, and workers for confidential
interviews. We use appropriate due diligence procedures to vet our Third Party Representatives prior to entering
into any business arrangements and reject those who do not fulfill our requirements or meet our standards.

Luxfer require that third parties complete and return an acknowledgement form as a means to verify compliance
with the Third Party Code of Conduct. To ensure ongoing compliance, Luxfer requests that third parties renew
their signature on the form once every three years.

To ensure our compliance with applicable laws, we conduct thorough examinations, supplier risk assessments,
and both on- and off- site audits. We also require that third parties allow representatives from Luxfer and, if
requested, Luxfer’s customers, full access to their production facilities, worker records and employees for
confidential interviews. We consistently ensure that we are using appropriate due diligence procedures to vet our
suppliers prior to and during any engagements and we reject suppliers who do not fulfill our requirements. While
we have multiple sourcing options in almost every area of the Group, our key suppliers are important to us, and
we have chosen them for their combination of quality, delivery performance and value for money.

Section 172 statement
Luxfer’s Board of Directors is responsible for overseeing the Company’s long-term business strategy. Each year,
management presents to the Board, and the Board discusses and approves detailed long-term strategic plans
for the Company. In addition to the overall strategic plan for Luxfer, these discussions also include sessions on
each business unit, portfolio management, growth and innovation, legal and compliance strategy and operations
and supply chain transformation. The Board also oversees the Company’s approach to ESG matters and the
Company’s governance related policies and practices; our system of risk oversight and management; and how
we advance environmental sustainability, health and safety in our business and operations. The Directors take
their responsibilities under Companies Act 2006 seriously and consider their responsibilities to stakeholders
when making decisions for the Group. The responsibilities under Section 172 are underpinned by our values of
customer first, innovation, accountability, personal development and teamwork.

LUXFER HOLDINGS PLC

Shareholder and public engagement are essential to maintaining our strong corporate governance practices. We
value feedback and input from all our shareholders and respond to concerns identified during the engagement
process. Engaging regularly with our global shareholders helps us gain valuable insights into the governance
issues about which they care most. We seek a collaborative and mutually beneficial approach to issues of
importance to shareholders that affect our business and to assure that our corporate governance practices
remain industry-leading from their perspectives.

Further information regarding the role of the Board and how they have complied with the requirements of section
172 are included in the Corporate Governance statement on pages 18 to 23.

LUXFER HOLDINGS PLC

Directors’ Report

The Directors of Luxfer Holdings PLC (the “Company”) present their annual report together with the audited
financial statements of the Group and the Company for the year ended December 31, 2023. This Directors’
Report should be read together with, and incorporates, the Governance section on pages 18 to 23.

Results

The profit for the year, after taxation from continuing operations, amounted to $1.1 million (2022: $32.3 million);
please see the Strategic report on pages 3 to 13 for more detail.

Dividends per Share

Quarterly interim dividends of $0.13 were paid for each £0.50 ordinary share, equating to $14.0 million for the
year (2022: $14.2 million).

A further interim dividend was paid in February 2024 of $0.13 for each £0.50 ordinary share totaling $3.5 million
and a further dividend declared in March to be paid in May 2024 of $0.13 for each £0.50 ordinary share totaling
$3.5 million.

Directors

The Directors of the Company who were in office during the year and up to the date of signing the financial
statements, and their details are set out in the Governance section on pages 14 to 15.

Capital Structure

In 2023, the Company purchased 210,000 of its own ordinary shares for a total cost of $2.7 million. 14,195 of
these shares were utilized at $0.2 million, with the remaining 185,805 retained within Treasury shares.

As at December 31, 2023, the Company’s issued share capital comprised of 28,944,000 ordinary shares of
£0.50 each as set out in Note 20 to the financial statements.

Substantial shareholdings

The Company had been notified of the following interests amounting to 3% or more of its issued share capital as
at the end of the financial year1:

Shareholder

BlackRock Fund Advisors

Van Lanschot Kempen Investment Management NV

Fidelity Management & Research Co. LLC

Nantahala Capital Management LLC

Wellington Management Co. LLP

Royce & Associates LP

Managed Account Advisors LLC

Number of shares

Percent2

3,299,555

2,689,684

2,156,251

1,809,645

1,404,283

867,655

835,404

12.3%

10.0%

8.0%

6.7%

5.2%

3.2%

3.1%

1 Shareholdings are based on December 31, 2023.

2 Percentage based on number of shares listed on the New York Stock Exchange.

LUXFER HOLDINGS PLC

Directors’ Interests and Related Party Transactions

No Director had a material interest in, nor was any Director party to, any contract or arrangement to which the
Company or any subsidiary is or was party to either during the year or at the end of the year, with the following
exceptions: in the case of the Executive Director, his individual service contract and in the case of the Non-
Executive Directors, their engagement letters, see Note 33 of the financial statements.

The interests of the Directors who held office at December 31, 2023, and those of their families, in the share
capital of the Company, including share options are set out in the Remuneration Report on pages 38 to 77. All of
the interests were beneficial. There has been no change in the interests of the directors between the balance
sheet date and the date of approval of the financial statements.

Going Concern

The Directors have prepared cash flow forecasts for until June 2025 which indicate that, taking account of
reasonably possible downsides, the Company will have sufficient funds, generated from operations and
committed banking facilities, to meet its liabilities as they fall due for that period. When preparing the downside
case, the Directors reduced forecast cashflows to a point where we would default on our banking covenants. In
all scenarios there was significant headroom.

We have been experiencing supply chain challenges, which has resulted in higher cost of certain raw materials.
In our supply chain, previously described challenges caused by the disruption in our U.S. domestic magnesium
supply continued, and overall competitive cost pressures persisted. These issues have been particularly acute in
our Graphic Arts segment, where the ability to pass through higher costs to our customers has proved to be
constrained. In recent months however, the purchase price of Magnesium has been falling, which will result in
lower input cost in 2024. We have implemented elements of our strategic review in Graphic Arts to reduce costs,
including a headcount reduction program. Furthermore, in the first quarter of 2024 we have initiated a sales
process for Luxfer Graphic Arts which we expect to be completed within the year. We are also pursuing further
actions to improve margins and maintain strong cash flow across the business. In the majority of cases we are
able to pass through inflationary costs to our customers, although we are still constrained by a small number of
contracts, particularly in the Gas Cylinders segment, the longest running of which is not subject to renewal until
mid-2024. Currently, our expectation is that the adverse impact of material availability / inflation, energy cost
inflation and labor and transport constraints will lessen in 2024 and when costs fall we will in some cases need to
reduce prices to customers. However the outlook remains highly uncertain with both the size and timing of future
costs difficult to predict.

Despite the uncertainties discussed above, the Company is expected to generate positive cash from operations
until June 2025. In addition, there is sufficient headroom in our covenant compliance which would enable the
Group to drawdown on the revolving credit facility and not impact the Group's ability to continue as a going
concern.

Impact of global conflicts

The Russian invasion of Ukraine and ongoing military conflict which commenced on February 24, 2022, has
resulted in massive displacement of the Ukrainian population and huge disruption to its economy. Wide ranging
sanctions have been imposed on the Russian Federation by the international community, targeting individuals,
banks, businesses, funds transfers and imports and exports and are having a significant impact on Russia's
economy as well as on international businesses active in the region. The impact on Luxfer in 2022 and 2023 was
not significant as we have no direct operations in the region, and our sales to Russia and Ukraine combined
typically represent less than one percent of total revenue by destination. Furthermore, neither country is a critical
supplier of our raw material needs, and whilst we continue to source magnesium from Russia, a major global
exporter, we are also able to source the metal from various alternative locations, including China, Israel, Turkey
and the United States. This is also evident in the current war in the Middle East that is causing macro-economic
disruption which could affect the Company and/or our supply chain, business partners or customers, although
the current impact on Luxfer is not significant.

Research and Development

During the year, the Company incurred $4.6 million (2022: $4.9 million) in research and development costs on
new and improved products and processes. Once a project is reasonably certain to deliver a commercial
product, certain aspects of the development costs are capitalised. The Company continues to maintain links in
fields of research with both leading universities in various countries and outside agencies to support and
supplement its own in-house expertise. The Company also continues to gain significant tax benefit from the U.K.
Patent Box regime.

LUXFER HOLDINGS PLC

Future Developments

An indication of the future developments of the business of the Company can be found in the Strategic Report on
page 8.

Disabled Employees
Where an employee has developed a disability whilst employed in his or her business that impacts on his or her
ability to carry out a certain job effectively, the relevant business unit will make arrangements where possible to
retrain that employee and continue his or her employment. Applicants for job vacancies who are disabled are
given full and fair consideration, bearing in mind requirements of the particular job and the particular aptitude and
abilities of the candidate.

Employee Involvement

Many employees are directly involved in the performance of the Group and segments through the use of various
incentive schemes. These include bonus schemes and various share-related schemes, details of which can be
found in the Environment, Social and Governance ("ESG") section of the Governance Report on page 27.

A combination of newsletters, regular line manager and team briefings, exchanges and consultations, at both
Group and site level (as appropriate) are used to systematically communicate with employees and develop their
awareness of matters that concern them, their business unit, segment, and the Group. As required, employees
are consulted on matters that concern them in an appropriate manner and through appropriate channels.

The Group continues to offer training and development opportunities to employees at all levels and to all
abilities, providing benefit to both the Group and the individual employee. Further details can be found in the
ESG section of the Governance Report on page 27. We undertake a succession planning review periodically to
ensure that we develop suitable candidates for critical leadership roles within the Group.

For senior management, we hold an annual management conference at the beginning of each year where
strategy for each business segment and at the Group level is presented and discussed for the year. Workshops
on subjects that will promote Group strategy will be held throughout the year. Meetings of employees who have
the same or similar functions within the Group also meet periodically for training, to exchange best practices and
convey Group policy.

Our Equal Opportunity, Non-Discrimination and Anti-Harassment Policy sets forth our employment practices
throughout the Group in the treatment of applicants and Luxfer employees at all stages of employment.

Stakeholder Engagement

Considering our impact on our stakeholders is something the Board and the company spends time on wherever
appropriate. The Board fully recognizes the importance of all our stakeholders in the successful operation of the
business. The needs and concerns of our stakeholders is an inherent part of our decision-making processes.

Prior to matters being put to the Board for consideration, the business carries out significant engagement to
support the directors to assess and ensure that all stakeholder views are considered fairly. This engagement
may be formal or informal, and is governed by our policies.

Before reaching a decision, the Board considers how proposed actions and behaviors of the company may affect
its key stakeholders, as well as the company’s reputation and long-term success.

Political Donations

The Company and its subsidiaries made no political donations in either 2023 or 2022.

Directors’ Liabilities

The Company maintains liability insurance for Directors and Officers which provides appropriate coverage for
any legal action brought against Directors. Throughout the year and at the date of approval of the financial
statements, the Articles provides indemnification for the Directors against liability incurred in the proper conduct
of the Company's business subject to the conditions set out in the Companies Act 2006.

Greenhouse Gas Emissions

A statement regarding the greenhouse gas emissions resulting from the Company’s operations can be found on
pages 29 to 30 of the Governance Report. The Company is continuing to develop its management information in
respect of greenhouse gas emissions and other environmental factors, such that it is not currently possible to
accurately report all required information, including energy consumption from processing metals, total UK and
non-UK energy consumption by the group and Greenhouse Gas Emissions from office buildings.. However, the
Company discloses a significant amount of environmental information in its Governance Report as referenced
above. Further information can also be found in the Company's annual ESG report, available on the Company
website. The next report will be available in 2024.

LUXFER HOLDINGS PLC

Treasury and the Use of Financial Derivatives

Details of our financing and treasury policies, along with the management of treasury risks and use of financial
derivatives can be found in Notes 28 and 29 to the consolidated financial statements.

Purchase of own shares

In 2023, the Company purchased 210,000 ordinary shares for a total cost of $2.7 million. 14,195 of these shares
were utilized at $0.2 million , with the remaining 185,805 retained within Treasury shares.

Financial Risks
Details of our principal risks and uncertainties can be found on pages 9 to 12 of the strategic report. The
management of these financial risks and mitigating actions are explained further in Note 28 of the Group
consolidated financial statements.

Directors’ Statement as to Disclosure of Information to the Auditors

The Directors, who served as members of the Board at the time of approving this Directors’ Report are listed on
page 14. Having made inquiries of fellow Directors and of the Company’s auditors, each of those Directors
confirms that:

•

To the best of their knowledge and belief there is no information relevant to the preparation of their report of
which the Company’s auditors are unaware; and

All reasonably expected steps were taken to be aware of relevant audit information and to establish that the
Company’s auditors are aware of that information.

Statement of Directors' Responsibilities in respect of the Financial Statements

The Statement of Directors' Responsibilities in respect of the Financial Statements can be found on page 78 and
forms part of this Report.

Independent Auditors

A written Resolution will be put
PricewaterhouseCoopers LLP as the Company's Independent Auditors.

the Annual General Meeting of

the Company

to re-appoint

The financial statements on pages 86 to 151 were approved by the Board of Directors on April 25, 2024 and
signed on their behalf by:

Andy Butcher

CHIEF EXECUTIVE OFFICER

April 25, 2024

LUXFER HOLDINGS PLC

DIRECTORS' REMUNERATION REPORT

This Directors’ Remuneration Report for the year ended 31st December 2023 has been compiled in accordance
with the UK Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment)
Regulations 2013 (the “Regulations”). As required by the Regulations, the Directors’ Remuneration Report will
be proposed as an ordinary resolution and subject to an advisory vote at the Company’s 2024 Annual General
Meeting

CHAIR'S INTRODUCTION

Dear Shareholder,

As Chair of the Remuneration Committee, I am pleased to present Luxfer's Directors' Remuneration Report for
the year ended 31st December 2023 (the “Remuneration Report”). The Remuneration Report addresses the
activities of the Remuneration Committee, sets out details of the remuneration paid to Luxfer's Directors in 2023,
and discusses decisions affecting Director remuneration in 2024. This Remuneration Report is divided into four
sections:

the Remuneration Committee, its Responsibilities, and Activities

i. Chair's Introduction
ii.
iii. Directors' Remuneration Policy
iv. Annual Remuneration Report for the year ended 31st December 2023, which describes the

pages 38 to 42
pages 43 to 44
pages 46 to 59

implementation of the Directors’ Remuneration Policy during the year and how it is proposed to be
applied for the year ending 31st December 2024

pages 43 to 77

Our Approach to Remuneration
Luxfer seeks to create and maintain a culture of high performance, teamwork, and accountability. Our
remuneration programs are intended to compensate Directors appropriately in accordance with their
qualifications, responsibility assumed, and dedication to the Company; attract and retain highly qualified
Directors; tie executive remuneration to Company performance; and align Director remuneration with
shareholder interests and long-term Company value. The Company’s director remuneration program is
specifically designed with the following principles in mind:

•
•
•
•
•

alignment with shareholder interests and long-term value creation;
talent attraction, retention, and motivation;
professional accountability;
external competitiveness and internal equity; and
balance between remuneration components.

2023 Business and Performance
In the face of a challenging environment brought on by economic uncertainty, continued weakness in global
industrial demand, and high raw material prices in magnesium and carbon fiber, Luxfer remained focused on our
people; supporting our customers; and contributing to our communities through the supply of sustainable
transportation solutions, life-saving medical and emergency response equipment, and advanced materials for
use in general industrial applications. Although 2023 performance was hampered by the aforementioned
conditions, resulting in lower revenue and an adjusted diluted EPS of $0.61 (2022: $1.19), we continued to make
progress against strategic milestones, such as implementing the Luxfer Business System, which will serve as a
key tool to realize the growth potential embedded in our business.

Despite a 4.3% decline in full-year GAAP Net Sales and a GAAP net loss from continuing operations of $0.10
per diluted share (2022: net income of $1.16 per diluted share), the Luxfer team executed effective cost
mitigation and cash conservation programs to achieve sequentially lower net debt and deliver strong free cash
flow in the second half. Throughout 2023, the Company launched new products and entered new markets
across a variety of applications, including large format heater meals and cylinder bundles for the transportation
of bulk gases, and increased sales and our output in key markets, such as pharmaceuticals and firefighter
composite cylinders. We also substantially reduced our carbon emissions, exceeding our goal of a 20%
reduction by 2025; reduced our lost time accidents; and implemented lean operation improvements to mitigate
the impact of material costs and competitive pressures on our businesses. In addition, we finished the year and
entered 2024 on several notable highs, including signing new agreements with major SCBA customers,

LUXFER HOLDINGS PLC

confirming insurance coverage for our ongoing legal matter, and anticipating benefit from improved magnesium
supply.

In accordance with our philosophy of “pay for performance,” the 2023 remuneration outcomes presented in this
Remuneration Report are reflective of the Company’s financial performance in fiscal year 2023, which was
generally below Target and prior year performance. In this context, the Remuneration Committee considered the
payout with respect to variable or at-risk remuneration appropriate.

Key 2023 Remuneration Outcomes
Director remuneration is an important matter to Luxfer’s Board of Directors, the Remuneration Committee, and
our shareholders. Recognizing this importance, Luxfer’s remuneration programs account for both short-term
financial and business performance and long-term value creation. Specifically, the remuneration of Luxfer’s
Directors includes (i) fixed remuneration to compensate Directors appropriately in accordance with their
responsibilities, experience, and dedication to the Company; (ii) variable or at-risk remuneration to promote and
reward the achievement of key performance targets and strategic objectives by Executive Directors; and (iii)
long-term equity awards to strengthen the alignment between Director and shareholder interests through share
ownership.

Executive Director Remuneration
During the year, Executive Director remuneration was comprised of the same elements as those in previous
years, including base salary, benefits in kind, pension or 401(k) contributions, an annual cash incentive, and
equity awards. While these components did not change year-over-year, total Executive Director remuneration is
dependent on the achievement of certain financial performance goals, which impact the annual cash incentive
and equity awards earned. In 2023, the sole Executive Director’s, Mr. Andy Butcher, remuneration consisted of
72% variable or at-risk pay, including the annual cash incentive and equity awards, and 28% fixed pay, including
base salary and benefits in kind.

(1) Reflects the remuneration earned by the Executive Director in 2023, as described in this Remuneration Report, except with
respect to the annual cash incentive, which reflects the target cash incentive applicable to the Executive Director. Reference
to the target cash incentive, rather than the cash incentive earned in 2023, more accurately depicts the intended 2023
remuneration structure.

LUXFER HOLDINGS PLC

When considering salary increases and incentives for our Executive Directors, the Remuneration Committee is
mindful of the remuneration of the Company’s wider workforce and our fairness principles. With these factors in
mind, the Remuneration Committee implemented an approximate 2% increase to Mr. Butcher’s base salary for
2023, which was intended to address inflationary increases and resulted in an annualized base salary of
US$628,800. Key outcomes with respect to 2023 variable or at-risk pay were as follows:

•

Annual Cash Incentive: In 2023, the annual cash incentive was dependent on three financial
performance measures: Management EBITA, Cash Conversion, and Revenue. The annual cash
incentive earned by Mr. Butcher in 2023 was equivalent to 0% of his base salary, out of a maximum
potential of 200%. Management EBITA and Revenue performance were below Threshold, and although
the Company achieved 117% Cash Conversion, exceeding Maximum level, no cash incentive was
earned with respect to the Cash Conversion measure, given that Threshold Management EBITA was not
achieved. Further details regarding the annual cash incentive program and the 2023 cash incentive
earned by the Company’s Executive Director can be found in the Executive Director Remuneration –
Total Remuneration: Single Total Figure Table section of this Remuneration Report on page 60.

Equity Awards: The Executive Director was awarded 29,120 time-based Restricted Stock Units on 20th
March 2023, representing 40% of his annual target equity award, which is equivalent to 180% of his
base salary. With respect to performance-based equity awards made in 2023, the EPS Growth and TSR
performance periods remain ongoing; however, the Company achieved no EPS Growth in 2023 and
TSR performance, measured as of 31st December 2023, was in the Bottom Quartile. As to equity
awards earned in 2023, the Maximum EPS target set for fiscal year 2021 was achieved, which resulted
in a 200% payout with respect to said awards. Additionally, the 2020 TSR performance period ended
31st December 2022, with the Company in the Eighth Quartile of its peer group. Accordingly, the
Executive Director’s 2023 remuneration includes a 50% payout in relation to the 2020 TSR award.
Further details on equity awards are set out in the Executive Director Remuneration – Total
Remuneration: Single Total Figure Table section of this Remuneration Report on page 60.

Non-Executive Director Remuneration
As in previous years, Non-Executive Director remuneration is comprised of an annual cash retainer fee and
equity awards. In 2023, Non-Executive Directors were awarded Restricted Stock Units (“RSUs”) in an amount
equal to 100% of their annual retainer fee. These RSUs vest on the day of the Company’s 2024 Annual General
Meeting of Shareholders, which is scheduled for 6th June 2024. Non-Executive Director retainer fees remained
unchanged in 2023, being US$115,000 for the Board Chair and US$82,000 for all other Non-Executive Directors.
Further details on Non-Executive Director remuneration can be found under the Non-Executive Director – Total
Remuneration: Single Total Figure Table section of this Remuneration Report on page 63.

LUXFER HOLDINGS PLC

Directors’ Remuneration Policy
The 2024 Annual General Meeting marks the three-year anniversary of the Company’s current Directors’
Remuneration Policy. As a result, we will be seeking shareholder approval of an updated Directors’
Remuneration Policy at our forthcoming Annual General Meeting.

Throughout 2023 and continuing into early 2024, the Remuneration Committee undertook a full review of
Luxfer’s remuneration practices, programs, and the Directors’ Remuneration Policy. This review considered the
Company’s current remuneration structure, the relationship between historical performance and remuneration
outcomes, the alignment of performance measures with the Company’s strategy, and consistency with
institutional investor and corporate governance best practices.

Following this comprehensive review, the Remuneration Committee concluded that the current Directors’
Remuneration Policy operated effectively against the aforementioned criteria and the broad framework remained
appropriate and fit for purpose for the next phase of our strategy. Therefore, only minor revisions to the
Remuneration Policy are proposed. A summary of the proposed revisions to the Directors’ Remuneration Policy
is set out on page 46.

Areas of Focus and Decisions Affecting 2024 Remuneration
As Director remuneration continues to be an important matter to our shareholders and the Company as a whole,
it is anticipated that the Remuneration Committee will focus on the following areas in 2024:

•

refining the performance measures applicable to the annual cash incentive, including the potential
introduction of additional or different financial performance measures and/or non-financial performance
measures;
examining opportunities to improve the equity award framework, including changes to financial
performance targets relative to performance-based equity awards;
increasing the frequency at which the Company conducts comprehensive benchmarking studies with
respect to Director remuneration; and
reviewing and refining the peer group used by the Company for benchmarking performance and Director
remuneration as a whole.

Throughout 2023, the Remuneration Committee completed its annual review of Director remuneration, in
consultation with its independent remuneration consultant, Meridian Compensation Partners, LLC. Following this
review, the Remuneration Committee recommended, and the Board of Directors approved, the following
changes to Non-Executive Director remuneration for 2024:

•
•

a US$20,000 increase to equity awards issued to Non-Executive Directors in 2024; and
removal of the US$1.00 issue cost associated with awards of RSUs made to Non-Executive Directors
under the Luxfer Holdings PLC Non-Executive Directors Equity Incentive Plan.

No changes in the annual cash retainers were recommended or implemented. The increase in equity awards to
be awarded to Non-Executive Directors in 2024 is subject to shareholder approval of the updated Directors’
Remuneration Policy and the Second Amended and Restated Luxfer Holdings PLC Non-Executive Directors
Equity Incentive Plan, which will be proposed as ordinary resolutions at the Company’s 2024 Annual General
Meeting.

2024 Annual General Meeting
As required by sections 439 and 440 of the Companies Act 2006, a company incorporated in England and Wales
whose shares are publicly listed, whether in or outside of the UK, must submit its Directors’ Remuneration Policy
to a binding shareholder vote at least once every three (3) years. Accordingly, the Company’s Directors’
Remuneration Policy for 2024-2027 will be proposed as an ordinary resolution, subject to approval by
shareholders, at the Company’s 2024 Annual General Meeting on 6th June 2024. The Directors' Remuneration
Policy was last approved by our shareholders at the 2021 Annual General Meeting, where 99.76% of the votes
cast were in favor of approving the Directors' Remuneration Policy. The proposed Directors’ Remuneration Policy
is included in this Remuneration Report and as an Appendix to our 2024 Proxy Statement, which will be made
available under the Annual Reports section of our website, https://www.luxfer.com/investors/reports-and-
presentations/annual-reports/, from 26th April 2024.

Approval of this Directors’ Remuneration Report for the year ended 31st December 2023 will also be proposed
as an ordinary resolution at the 2024 Annual General Meeting. Albeit advisory and non-binding, shareholder
votes provide the Board with invaluable public accountability and shareholder feedback regarding the
appropriateness of the Company's remuneration practices.

I ask you to support the binding vote on the Directors’ Remuneration Policy and the advisory vote on this
Remuneration Report at our Annual General Meeting, to be held on 6th June 2024.

LUXFER HOLDINGS PLC

Shareholder Engagement
We remain committed to engaging with our shareholders to ensure an open and transparent dialogue around
remuneration arrangements at Luxfer. We believe that our Remuneration Policy and practices remain simple,
transparent, and effective, strongly supporting our business strategy with remuneration outcomes aligned with
the shareholder experience.

I and the Remuneration Committee are always pleased to discuss our approach to remuneration with Luxfer
shareholders, and we welcome your feedback throughout the year. We look forward to receiving your support for
the arrangements described in this Remuneration Report at the upcoming AGM.

Richard J. Hipple

CHAIR OF THE REMUNERATION COMMITTEE

April 25, 2024

LUXFER HOLDINGS PLC

THE REMUNERATION COMMITTEE, ITS RESPONSIBILITIES AND ACTIVITIES
This section of the Remuneration Report describes the membership of the Remuneration Committee (the
“Committee”), its key responsibilities, and principal activities during the year.

Governance and Responsibilities
The Committee is responsible for overseeing the establishment, maintenance, administration, and periodic
review and evaluation of the Company’s remuneration policies and programs, which are designed to (i) attract,
retain, and incentivize superior talent; (ii) provide competitive compensation that rewards employees for their
contributions toward achieving the Company’s financial and strategic objectives; and (iii) aligns employee and
Director interests with the interests of the Company’s stakeholders. The Committee determines, and
recommends to the Board, the Company’s framework or broad policy on executive and director remuneration,
the cost of such framework, and the specific compensation packages for each of the Company’s Directors and
Executives. The Committee is also responsible for overseeing, and making recommendations to the Board on,
the Company’s human capital practices which form part of the Company’s broader ESG strategy. In fulfilling
these responsibilities, the Committee:

•

ensures that the Executive Director and other Company executives are appropriately incentivised to
enhance the Company’s performance and rewarded for their contribution to the success of the business
by designing, monitoring, and assessing incentive arrangements, including setting performance
measures and assessing performance and outcomes against said measures;
guarantees that Non-Executive Directors are appropriately compensated in accordance with their
qualifications, responsibility assumed, and dedication to the Company, ensuring that such remuneration
is in line with market standards and sufficient to attract and retain Directors of the desired profile, but not
so high as to compromise the independence of the Non-Executive Directors;
reviews and monitors the remuneration and related policies and culture applicable to the Company’s
wider workforce, taking the foregoing into account when considering, developing, and setting
remuneration policies and packages for the Executive Director and other senior executives of the
Company; and

• maintains an active dialogue with shareholders, ensuring their views and those of their advisors are
sought and considered when establishing remuneration programs and setting remuneration packages.

The Committee’s Charter, or Terms of Reference, is available on our website at https://www.luxfer.com/investors/
governance/. The Committee reviews its Charter on an annual basis, making updates as appropriate.

Membership and Attendance
The Committee is solely comprised of independent Non-Executive Directors. The members of the Remuneration
Committee in fiscal year 2023 are set out below, and further biographical details regarding these Directors can
be found on pages 14 to 15. Since November 2018, the Committee has been chaired by Richard Hipple.

In fiscal year 2023, the Committee held four meetings and all members of the Committee attended each of these
meetings.

Members of Committee
during 2023
Richard Hipple
Patrick Mullen
Lisa Trimberger

Member and Chair
Member
Member

Meetings held
during membership
4
4
4

Meetings
attended
4
4
4

The Company Secretary acts as Secretary to the Committee. The Chief Executive Officer and the Chief
Financial Officer normally attend all Committee meetings, at least in part. Non-Executive Directors who are not
Committee members are permitted to attend and speak at meetings, provided that such attendance is arranged
by the Committee Chair. Additionally, senior management and senior human resources representatives of the
Company, as well as external advisors, may be invited to attend all or part of any meeting, as and when
appropriate. No attendee of Committee meetings shall participate in any discussion or decision on their own
remuneration and shall recuse themselves from any such conversation. If any members of the Committee are
unable to attend a meeting, they are given the opportunity to discuss any of the agenda items with the
Committee Chair in advance of or following the meeting.

LUXFER HOLDINGS PLC

Meetings Held in 2023
In accordance with the Remuneration Committee Charter, the Committee shall meet at least twice per year,
provided that in any event (i) one meeting is held in January, February, or early March of each year to address
remuneration and incentive-based remuneration matters; and (ii) one meeting is held immediately before the
submission of the Company’s annual report and accounts to the Board for approval if, at any time, the Company
is required by law or regulation to provide a Remuneration Committee Report.

In fiscal year 2023, the Committee held four scheduled meetings. The agenda items discussed at the four
scheduled meetings are summarised below.

March 2023

June 2023

September
2023

December
2023

•

•
•
•

•

Consideration and finalisation of 2022 executive compensation, including the resulting payout or
award of performance-based remuneration;
Finalisation of the Executive Director’s and other executives’ annual cash incentive, including
setting of the applicable performance measures, for 2023;
Finalisation of the Executive Director’s and other executives’ equity awards, including setting of
the applicable performance measures, for 2023;
Review and finalisation of the Executive Director's and other executives’ salaries and other fixed
remuneration for 2023; and
Delegation of authority to the Chief Executive Officer to award a defined number of equity
awards to junior and middle management in his sole discretion.

Discussion of the Company’s human capital management practices, including talent attraction,
talent retention, and talent development; and
An update on 2023 Executive Compensation and forecasted outcomes with respect to
performance-based remuneration

An update on the Company’s human capital management practices, including a review of the
Company’s talent review process and workforce diversity statistics;
An update on 2023 Executive Compensation and forecasted outcomes with respect to
performance-based remuneration; and
Discussion of executive retention, including the Company’s entrance into Severance and
Change in Control Agreements with the Executive Leadership Team.

Annual review of the Committee's Charter;
Annual review of the Company’s Stock Ownership Guidelines;
An update on 2023 Executive Compensation and forecasted outcomes with respect to
performance-based remuneration;
Triennial review of Executive and Non-Director Executive Director Compensation programs,
including discussion of benchmarking studies and input from the Committee’s independent
remuneration consultant;
Review and discussion of proposed 2024 Executive Compensation programs, including
individual packages and applicable performance measures, and 2024 Non-Executive Director
remuneration; and
An update on available headroom under the Company’s equity incentive plans.

Advisors to the Committee
The Committee is authorised to select, retain, and obtain the advice of an independent remuneration consultant,
legal counsel, or other advisor as it deems necessary to fulfill its duties and responsibilities under its Charter.
The Committee receives appropriate funding from the Company, as determined by the Committee in its capacity
as a committee of the Board, for the payment of compensation to such consultants or advisors. The Committee
may select a consultant or advisor only after taking into consideration all of the factors relevant to that person’s
independence from management, including the following:

•

•
•

the provision of other services to the Company by the person that employs the compensation consultant,
legal counsel, or other advisor;
the amount of fees received from the Company by the person that employs the compensation
consultant, legal counsel, or other advisor, as a percentage of such person’s total revenue;
the policies and procedures of the person that employs the compensation consultant, legal counsel, or
other advisor that are designed to prevent conflicts of interest;
any business or personal relationship of the compensation consultant, legal counsel, or other advisor
with a Committee member;
any Company securities owned by the compensation consultant, legal counsel, or other advisor; and
any business or personal relationship of the compensation consultant, legal counsel, advisor, or the
person employing the advisor with an Executive Officer or Director of the Company.

LUXFER HOLDINGS PLC

In 2023, the Committee engaged Meridian Compensation Partners, LLC (“Meridian”) as its independent
compensation consultant. Meridian generally provides research, survey information and analysis, incentive
design expertise, and other analyses related to executive and director remuneration design. Meridian also
updates the Committee on trends and developments related to remuneration practices and provides its views to
the Committee on best practices when evaluating executive and director remuneration programs and policies.
Any other work undertaken by Meridian for the Company must be approved by the Committee.

The Committee assessed the independence of Meridian and determined that Meridian is independent and does
not have any conflict of interest. In 2023, the fees paid by the Committee to Meridian were nominal and did not
exceed $100k in 2023 or 2022.

LUXFER HOLDINGS PLC

DIRECTORS’ REMUNERATION POLICY

Luxfer’s Directors’ Remuneration Policy, as set out in this Remuneration Report (the “2024 Remuneration
Policy”) will be put to shareholders for approval at the 2024 Annual General Meeting to be held on 6th June 2024.
It is the Committee’s intention that, subject to shareholder approval, the 2024 Remuneration Policy will take
effect immediately following conclusion of the Annual General Meeting and will be valid for a period of three (3)
years. In the absence of exceptional or unexpected circumstances which may necessitate change to the Policy,
there is currently no intention to revise this Policy more frequently than every three (3) years.

The key revisions proposed to be made under the 2024 Remuneration Policy include:

•

an increase in the maximum amount of equity awards that may be awarded to Non-Executive Directors,
from 100% of the Non-Executive Director’s annual retainer fee to 150%; and
to ensure consistent application, removal of the clawback policies set forth in this Policy, given that the
Company maintains other policies related to the recovery of incentive or performance-based
compensation, which are set forth in a standalone Executive Compensation Clawback Policy adopted in
accordance with section 10D of the Securities Exchange Act of 1934 and section 303A.14 of the New
York Stock Exchange Listed Company Manual, as well as award agreements applicable to equity
awards and other incentive-based compensation issued pursuant to the Company’s Long-Term Umbrella
Incentive Plan and Non-Executive Directors Equity Incentive Plan.

The full text of the 2024 Remuneration Policy is set forth below. The Directors’ Remuneration Policy approved by
shareholders at the 2021 Annual General Meeting held on 9th June 2021 is available on our website at https://
www.luxfer.com/investors/governance/board-committees/.

2024-2027
DIRECTORS’ REMUNERATION POLICY

1.0 INTRODUCTION

1.1 Background. As required by sections 439 and 440 of the Companies Act 2006 (the “Companies Act”),
a company incorporated in England and Wales whose shares are publicly listed, whether in or outside of the UK,
must submit its Directors’ Remuneration Policy to a binding shareholder vote at least once every three (3) years.
The current Directors’ Remuneration Policy was last approved at the 2021 Annual General Meeting held on June
9, 2021, where 99.76% of the votes cast were cast in favor of approving the Directors’ Remuneration Policy. The
Board of Directors of Luxfer Holdings PLC (the “Board” and the “Company” respectively) approved at its meeting
on March 5, 2024, upon recommendation of the Remuneration Committee, the submission of this Directors’
Remuneration Policy (this “Policy”) to a binding shareholder vote at the 2024 Annual General Meeting of
Shareholders, to be held on June 6, 2024 (the “Annual General Meeting” or “AGM”).

1.2 Effective Date. Subject to shareholder approval, this Policy will take effect immediately following
conclusion of the Annual General Meeting, without requiring further shareholder action, and will be valid for a
period of three (3) years or until a subsequent version is approved by an ordinary resolution of the Company’s
shareholders.
2.0 ADMINISTRATION, OBJECTIVES, AND REMUNERATION PRINCIPLE

2.1 Administration. This Policy (i) sets forth the criteria and objectives applicable to the remuneration of
the Company’s Directors; and (ii) guides the activities of the Remuneration Committee and the Board with
respect to Director remuneration. This Policy is administered by the Remuneration Committee (the “Committee”),
with appropriate oversight from and ratification of certain actions by the Board. The Committee considers this
Policy annually to ensure it remains aligned with business needs and is appropriately positioned relative to the
market. However, in the absence of exceptional or unexpected circumstances which may necessitate change to
the Policy, there is currently no intention to revise this Policy more frequently than every three (3) years. The
Committee may exercise operational and administrative discretion in several areas, as described in further detail
in this Policy, including under relevant standalone award agreements or applicable plan rules. In addition to this
Policy, the Committee is governed by the Remuneration Committee Charter, which sets forth the responsibilities
of the Committee and the rules governing its composition and conduct.

2.2 Objectives. With respect to Non-Executive Directors, this Policy is intended to remunerate Directors
appropriately in accordance with their qualifications, responsibility assumed, and dedication to the Company. The
Committee seeks to ensure that such remuneration is in line with market standards and sufficient to attract and
retain Directors of the desired profile, but not so high as to compromise the independence of the Non-Executive

LUXFER HOLDINGS PLC

Directors. The Company’s Chief Executive Officer is currently the only Executive Director. With respect to
Executive Directors, this Policy aims to attract, retain, and incentivize Executive Directors, tie executive
compensation to Company performance, and align executive compensation with shareholder interests and long-
term Company value.

2.3 Remuneration Principles. To further these objectives, this Policy is based on the following principles,
which are described in further detail below: (i) alignment with shareholder interests and long-term value creation;
(ii) talent attraction, motivation, and retention; (iii) professional accountability; (iv) external competitiveness and
internal equity; and (v) balance between remuneration components. The Company’s director remuneration
programs are specifically designed with these principles in mind, forming a foundation for all remuneration-
related actions and decisions.

2.4 Prior Policies and Commitments. For the duration of this Policy, the Company will honor any
commitments made in respect of director remuneration before the date on which either (i) this Policy becomes
effective or (ii) an individual becomes a Director, even where such commitments are not consistent with the
Remuneration Policy prevailing at the time any such commitment is fulfilled. This includes, without limitation, all
existing equity awards that remain outstanding and any commitments agreed, such as previous grants of equity
awards, consistent with a previously approved Remuneration Policy that was applicable at the relevant time.
3.0 PROPOSED POLICY CHANGE

3.1 Proposed Policy Changes. While this Policy does not contain any additional remuneration
components that were not included in Remuneration Policies previously approved by the Company’s
shareholders, certain changes were made to allow for consideration of the latest remuneration practices and
benchmarking studies when setting Director remuneration. The key changes proposed to be made under this
Policy include:

•

an increase in the maximum amount of equity awards that may be awarded to Non-Executive Directors,
from 100% of the Non-Executive Director’s annual retainer fee to 150%; and
to ensure consistent application, removal of the clawback policies set forth in this Policy, given that the
Company maintains other policies related to the recovery of incentive or performance-based
compensation, which are set forth in a standalone Executive Compensation Clawback Policy adopted in
accordance with section 10D of the Securities Exchange Act of 1934 (the “Exchange Act”) and section
303A.14 of the New York Stock Exchange Listed Company Manual, as well as award agreements
applicable to equity awards and other incentive-based compensation issued pursuant to the Company’s
Long-Term Umbrella Incentive Plan and Non-Executive Directors Equity Incentive Plan.

4.0 EXECUTIVE DIRECTOR REMUNERATION

4.1 Remuneration Components. Each component comprising Executive Director remuneration is
described in the below table, including the purpose of such component and its relevance to the Company’s
remuneration principles described herein, its operation, the maximum opportunity available to Executive
Director(s), any applicable performance measures, and relevant policies with respect to the recovery,
withholding, or payment of said remuneration.

LUXFER HOLDINGS PLC

competitive conditions

Operation
Salaries are reviewed annually and normally
fixed for a period of twelve (12) months from
January 1st to December 31st. Salaries are
paid in equal monthly installments, either
monthly or semimonthly. The setting and
adjustment of salaries consider numerous
factors, including:
•
compensation packages for
executives of the same position at
comparable companies;
•
for
the executive’s role in the broader
employment market;
•
responsibility,
performance, and skills;
•
pay
data
market
practices in the United States and
United Kingdom;
•
inflation, and market rates;
scale of
•
operations;
•
company and/or business
unit performance, size, and revenue,
including affordability
relation
thereto;
•
•
rest of the organization

total remuneration level; and
adjustments throughout the

rises in the cost of living,

level of
experience,

the executive’s

the Company’s

and

FIXED
REMUNERATION

BASE SALARY
Purpose
•
Attract, retain, and
incentivize talented executives who
can deliver on the Company’s
strategic and financial objectives
•
the role and an individual’s skills,
experience, and performance to
ensure the Company attracts and
retains high-caliber talent
•
Offer competitive
remuneration

Recognize market value of

its

with

group,

Maximum Opportunity
There is no prescribed maximum to base
salaries
to avoid setting expectations.
Salaries are typically set at or about the
median salaries of the external comparator
group, as determined by the Committee in
consultation
independent
compensation consultant. The Committee
retains discretion to adjust salaries, at or
about the median salaries of the external
the
comparator
Company’s top-quartile performance. When
the Committee is satisfied that salaries are at
or about
the external
comparator group, annual increases are
typically
level of
increases given to the Company’s wider
workforce, but may be higher in certain
circumstances, such as a change in the role
or an increase in responsibilities, in which
case the Committee adjusts salaries at its
discretion, with
to available
benchmark data.

the median of

to maximize

the general

reference

limited

Performance Measure
None

Policies on Recovery, Withholding, or
Payment
Not Applicable

PERQUISITES AND BENEFITS
Purpose
•
retention of high-caliber talent
•
packages
competitive

Offer

total

that

remuneration
are market-

Aid in the recruitment and

Maximum Opportunity
Perquisites and benefits are set at a level
which
to be
the Committee considers
in
appropriate against comparable roles
companies of similar size in the relevant
market. No maximum value is set, but the
Committee regularly monitors the overall
cost of these benefits to ensure they are
affordable, competitive, and in line with
market practice.

Performance Measure
None

Policies on Recovery, Withholding, or
Payment
Not Applicable

FIXED
REMUNERATION

LUXFER HOLDINGS PLC

(iii)

Operation
Perquisites and benefits include (i) an annual
perquisite allowance; (ii) health and welfare
benefits, such as medical, dental, and vision
insurance; and
life and disability
insurance. These benefits are provided
directly by the Company or through the
Company’s benefit plans or pension
schemes. Additional perquisites or benefits
may be provided where required by law or to
align with market practice, so long as such
benefits are not significant in value. The
Company may introduce new benefits that
become prevalent in the jurisdiction in which
it operates or in which an Executive Director
is located. Where an Executive Director is
relocated, benefits such as
relocation
expenses, travel expenses, accommodation,
tax equalization, professional advice, and
post-retirement medical expenses may be
provided. As
the annual perquisite
allowance, the Company provides a monthly
cash stipend to allow Executive Directors
flexibility and choice. Perquisite
more
allowances are intended to cover expenses
incidental to the executive’s employment
responsibilities, such as use of their personal
automobile and mobile phone for business
purposes. Perquisite allowances are not
considered in cash incentive and equity
award calculations, which are calculated with
reference to base salary, and cannot be
contributed to the Company’s 401(k) plan or
otherwise
pension
calculations.

considered

RETIREMENT BENEFITS
Purpose
•
retirement
equivalent
enable
•
individuals to build savings towards
their retirement

Provide competitive post-
cash

Encourage

benefits

and

Maximum Opportunity
The UK defined contribution plan provides a
maximum Company contribution of 25% of
base salary with respect to the current
Executive Director. With limited exceptions,
the Company’s 401(k) savings plan currently
provides matching Company contributions
up to six percent (6%) of base salary, subject
to US statutory limits

Performance Measure
None

Policies on Recovery, Withholding, or
Payment
Not Applicable

defined

Operation
Executive Directors are eligible to participate
in the Company’s defined contribution plans
or retirement savings plans. The Company
benefit
previously maintained
pension plans; however, those plans were
frozen in 2016, consistent with contemporary
benefit practices. The Company makes
contributions to pension plans or retirement
savings plans (i) in accordance with the
terms of such plans; (ii) in accordance with
regulatory requirements; and (iii) to match
prevailing local market practices. In certain
circumstances, such as when an individual
Director’s retirement savings is restricted by
one or more tax allowance, an equivalent
allocation or payment may be made to an
unregistered alternative savings vehicle or
as a salary supplement in lieu of pension
contributions. Arrangements are reviewed
annually to ensure consistency with market
practice and to take into account the effect of
individual
changes on an
regulatory
Director’s benefits.

LUXFER HOLDINGS PLC

financial year. Historically,

Operation
The annual cash incentive is awarded with
the achievement of certain
respect
performance
the previous
targets over
financial year. Performance measures and
relevant targets are set at the beginning of
these
the
performance measures have
included
EBITA, Cash Conversion, and Revenue.
However, the Committee may select non-
financial performance measures, such as
personal, operational, or other objectives.
Cash incentives are awarded for achieving
performance targets on a sliding scale
and
between
the
“Maximum” and measured against
budgeted
the
Committee for the financial year. Although
incentive program uses a
the cash
formulaic approach, the Committee retains
discretion in administering the program,
the
which discretion
performance
to
measures
commencement of the performance period;
setting and adjusting Threshold, Budget,
and Maximum
targets; and assessing
financial and operational results.

includes selecting

“Threshold,”

approved

“Budget,”

levels

prior

VARIABLE OR
AT-RISK
REMUNERATION

ANNUAL CASH INCENTIVE
Purpose
the
•
achievement of key performance
targets and strategic objectives
•
retain,
incentivize high-caliber talent

Promote and

Attract,

reward

and

Maximum Opportunity
The annual cash incentive is capped at
200% of an Executive Director’s base salary.

Performance Measure
Performance measures and “Threshold,”
“Budget,” and “Maximum” targets are set by
the Committee at the beginning of the
the
financial year, with
Company’s budget
the applicable
financial year. The weight assigned to each
performance measure may be adjusted
annually and is driven by the Company’s
strategy, financial goals, and requirement to
continuously improve financial performance
and operating efficiencies.

reference

for

leaver,”

Policies on Recovery, Withholding, or
Payment
If an Executive Director’s
•
the Company
employment with
the
terminates, and subject
Committee’s determination that the
Executive Director qualifies as a
“good
the annual cash
incentive for the financial year in
which employment terminates is paid
at Budget level and prorated to
reflect actual dates of service in the
relevant financial year.
The annual cash incentive is
•
subject to the Company’s clawback
and recovery policies, as in effect
from time to time, including, without
limitation the Company’s Executive
Compensation Clawback Policy
adopted in accordance with section
10D of the Exchange Act, and those
policies set forth in applicable award
agreements.

EQUITY AWARDS
Purpose
Align executive awards with
•
returns
through
to shareholders
personal financial investment in the
Company
the
•
achievement of key performance
targets and strategic objectives
•
retain,
incentivize high-caliber talent

Promote and

Attract,

reward

and

Maximum Opportunity
The maximum award in any financial year
may not exceed 300% of an Executive
Director’s base salary. The maximum
amount of dividend paid with respect to any
award is limited to the dividends paid on the
ordinary share over which the awards are
granted between the grant date and vesting
date.

Performance Measure
The Committee retains discretion to use a
for
range of performance measures
performance-based awards, as deemed
appropriate to support the long-term strategy
of the Company at the time of grant. In
recent years, the Committee has used profit,
cash flow, Earnings Per Share (EPS), and
Total Shareholder Return (TSR) performance
in various combinations. The
measures
weight assigned
to each performance
measure may be adjusted annually and is
driven by the Company’s strategy, financial
goals, and
to continuously
improve financial performance and operating
efficiencies

requirement

VARIABLE OR
AT-RISK
REMUNERATION

Policies on Recovery, Withholding, or
Payment
Equity awards, particularly performance-
based awards, are subject to the Company’s
clawback and recovery policies, as in effect
including, without
to
from
limitation,
Executive
the Company’s
Compensation Clawback Policy adopted in
accordance with section 10D of
the
Exchange Act, and those policies set forth in
applicable Award Agreements.

time,

time

LUXFER HOLDINGS PLC

the

Operation
Equity awards are issued to Executive
Directors under the Company’s Long-Term
Umbrella Incentive Plan (the “LTIP”). The
size of the award is based on a targeted
percentage of base salary, which is divided
by the share price to determine the number
of awards to be issued. The Committee
level, and vesting
considers
criteria of awards annually
to ensure
alignment with shareholder interests and
Company strategy. The LTIP provides the
Committee discretion to grant time-based,
performance-based,
value
awards in the form of Options, Restricted
Stock Units (RSUs), Restricted Stock, Stock
Appreciation Rights (SARs), and other
stock-based awards or a combination of
such awards.

or market

type,

The award type or combination of award
types is based upon what the Committee
considers to be the market norm in the US
and UK and the particular circumstances
under which the award is made. Awards are
made and satisfied through the use of
existing treasury shares or the issue of new
shares.

retains discretion

The Committee
(as
deemed appropriate to a “good leaver” in a
particular circumstance, such as retirement
of long-serving employees or due to illness
or disability) to: (i) accelerate vesting and
exercise dates; (ii) waive conditions to
vesting, exercise, or transferability; and (iii)
extend exercise periods after termination of
employment.

in accordance with

Awards may be settled in cash, shares, or a
combination of both, at the discretion of the
the
Committee,
Company’s and
its shareholders’ best
interests. Awards may accrue dividends or
dividend equivalents, under the rules of the
LTIP and at the discretion of the Committee,
which are payable in cash or shares.
Dividend equivalents in respect of unvested
awards may be paid, in cash or shares, at
the time of vesting (or exercise, in the case
of Options) and are not taken into account
when determining an individual’s maximum
opportunity with respect to equity awards.

LUXFER HOLDINGS PLC

Encourage stock ownership

EMPLOYEE SHARE PLANS
Purpose
•
by all employees
•
of
Increase
employee and shareholder interests
financial
personal
through
investment in the Company

alignment

VARIABLE OR
AT-RISK
REMUNERATION

Maximum Opportunity
Participants in the UK SIP can invest up to
£150 per month (£1,800 per annum) or 10%
of salary, if lower, in any tax year to purchase
the participant’s
ordinary shares using
contributions
each
of
end
the
accumulation period. Such purchases are
made at the lower of (i) the price at the start
of the accumulation period or (ii) the price
immediately before purchase. The maximum
number of shares purchased by
the
participant through contributions is matched,
at a minimum, 1:2 by the Company.

Performance Measure
None

Policies on Recovery or Withholding of
Payment
Not Applicable

are

eligible

Operation
to
Executive Directors
participate in the Company’s UK Share
Incentive Plan (the “UK SIP”) or US
Employee Stock Purchase Plan (the “US
ESPP”) under the same conditions as all
other employees. The UK SIP is an HMRC
approved plan, subject to prescribed limits,
to provide all eligible employees, including
Executive Directors, with a
tax-efficient
method of purchasing ordinary shares out
of monthly savings over a six month
accumulation
The Company
currently provides 1 free matching share for
every 2 shares purchased. Dividends on
both purchased and matching shares are
used to purchase additional shares. The US
ESPP also allows eligible employees,
including Executive Directors, a cost-
efficient way of purchasing ordinary shares
at a discounted rate out of regular payroll
contributions made by the participant over a
six (6) month offering period. The Company
incentive
may offer additional share
schemes, where practical, on a cost-
efficient basis.

period.

4.2 Illustration; Pay for Performance. The below graph seeks to demonstrate how pay varies with
performance and is reflective of this Policy being presented for approval at the Annual General Meeting. The
graph below sets out the level of remuneration that would be received by the Executive Director in accordance
with this Policy in the first year to which the Policy applies in each of the following three scenarios: (i) if the
Director receives the minimum remuneration available; (ii) if the Director performs in line with the Company’s
expectations, or Budget, in respect of performance measures; and (iii) if the Director receives the maximum
remuneration available (not allowing for any share price appreciation or depreciation).

LUXFER HOLDINGS PLC

4.3 Alignment with Employee Remuneration. The Committee considers the remuneration framework and
practices applicable to other Luxfer employees when setting Executive Director remuneration. In this respect, the
remuneration policy applicable to Executive Directors is aligned with that of other Luxfer employees and shares
the following principles:

•

The Committee’s approach to annual salary reviews is consistent with the approach used across the
Company, with consideration given to the scope of the role, level of responsibility, experience,
performance, and market data for similar roles at other companies.
Senior, middle, and lower management may participate in an annual cash incentive program with similar
structures and performance measures to those used for Executive Directors, although these bonuses
are set at a lower percentage of base salary. Other employees may participate in performance-based
incentive programs, which vary by organizational level and contain various performance measures
relevant to the particular business or function. In general, there is a greater emphasis on performance-
related pay for management, and cash incentive opportunities for other employees may be lower or not
available, depending on the jurisdiction.
Equity awards issued under the LTIP, particularly performance-based awards, are limited to Executive
Directors, executives, and certain senior officers or managers in the Company. The nature of any award
under the LTIP depends on the individual’s location, role, and responsibilities. At the discretion of the
Committee, time-based awards or market value awards may be awarded to employees in recognition of
outstanding performance and to encourage stock ownership and retention.
Executive Directors are eligible to participate in the UK SIP and US ESPP on the same basis as other
employees.
Participation in defined contribution or retirement savings plans are generally provided to all eligible
employees on the same basis. Pension arrangements are offered where it is the norm in the jurisdiction
in which the employee is located. Where local regulation permits and where it is market norm, higher
contributions may be available for more senior management. The Company’s primary pension schemes
and retirement savings plans are described in the Company’s financial statements.
Benefits available to Luxfer employees generally include health and welfare benefits, including medical,
dental and vision insurance, and life and disability insurance benefits. Executives and certain senior
officers or managers may also receive perquisites, such as a mobile phone or car allowances. However,
the perquisites and benefits available are dependent on the employee’s position and the market norms
of the jurisdiction in which they are located.

While Executive Director and employee remuneration are aligned in many respects, differences are due to levels
of responsibility, seniority, and market norms in the jurisdictions in which such persons are employed.

5.0 NON-EXECUTIVE DIRECTOR REMUNERATION

5.1 Remuneration Components. Each component comprising Non-Executive Director remuneration is
described in the below table, including the purpose of such component and its relevance to the Company’s
remuneration principles described herein, its operation, the maximum opportunity available to Non-Executive
Directors, any applicable performance measures, and relevant policies with respect to the recovery, withholding,
or payment of said remuneration.

LUXFER HOLDINGS PLC

Operation
Each Non-Executive Director receives an
annual retainer fee for their service, with an
additional amount payable for acting as the
Board Chair. Non-Executive Directors do not
receive supplemental fees for acting as the
chair of any Board committees or
their
respective committee responsibilities. The
Committee
to
implement such supplemental fees if deemed
appropriate and in line with market practice.

the discretion

reserves

Annual retainer fees are reviewed annually.
In setting and reviewing the annual retainer,
the Committee considers a variety of factors,
including inflation, market rates, affordability,
total remuneration levels, pay practices in
both the US and UK, and increases in
the
remuneration
Company.

the rest of

throughout

Non-Executive Directors may choose
to
forego annual or periodic increases to their
annual retainer in lieu of an equivalent value
of equity awards. The annual retainers are
denominated in USD and paid in equal
monthly installments.

ANNUAL RETAINER FEE
Purpose

• Recruit and retain qualified Non-
Executive Directors
• Attract Non-Executive Directors
who have a broad range of experience
independent
to provide
and skills
judgment on matters affecting
the
Company
• Offer competitive remuneration to
Non-Executive Directors in line with
market practice

Maximum Opportunity
There
is no prescribed maximum with
respect to annual retainers paid to Non-
to avoid setting
Executive Directors
expectations. Retainers are
regularly
reviewed and increased in line with market
practice.

Performance Measure
None

Policies on Recovery, Withholding, or
Payment
Not Applicable

FIXED
REMUNERATION

EQUITY AWARDS
Purpose

Increase

of Non-
alignment
•
Executive Director and shareholder
interests through personal financial
investment in the Company
• Offer total remuneration packages
that are market-competitive

Maximum Opportunity
The maximum award in any financial year
may not exceed 150% of the Non-Executive
Director’s annual retainer, valued on the
grant date. The maximum amount of
dividend paid with respect to any award is
limited to the dividends paid on the ordinary
share over which the awards are granted
between the grant date and vesting date.
Performance Measure
None

Policies on Recovery, Withholding, or
Payment
Not Applicable

FIXED
REMUNERATION

LUXFER HOLDINGS PLC

Operation
Non-Executive Directors receive annual, non-
discretionary equity awards under
the
Company’s Non-Executive Directors Equity
Incentive Plan (the “EIP”) in the form of
Options, Restricted Stock, or Restricted
Stock Units (RSUs). Awards are made once
annually, within ten days of the Annual
General Meeting. The awards vest the day
prior to the following year’s Annual General
Meeting. New Non-Executive Directors
cannot participate
the annual equity
in
awards until they have served six months on
the Board; however, the awards they would
their
have earned
appointment are added to the next annual
award, provided they are elected or re-
elected at the Annual General Meeting

the date of

from

vesting,

The size of the award is based on a targeted
percentage of the annual retainer fee, which
is divided by the share price to determine the
number of awards to be issued. The award
type or combination of award types is based
upon what the Committee considers to be the
market norm in the US and UK and the
particular circumstances under which the
is made. Awards are made and
award
satisfied through the use of existing treasury
shares or the issue of new shares. The
Committee retains discretion to: (i) accelerate
(ii) waive
vesting and exercise dates;
or
conditions
transferability; and
(iii) extend exercise
periods after cessation of directorship.
Awards may be settled in cash, shares, or a
combination of both, at the discretion of the
Committee,
the
Company’s best interests. Awards, other than
Options, may accrue dividends or dividend
equivalents, under the rules of the EIP and at
the discretion of the Committee, which are
payable
in cash or shares. Dividends
equivalents in respect of unvested awards,
other than Options, may be paid, in cash or
shares, at the time of vesting and are not
taken into account when determining an
individual’s maximum
opportunity with
respect to equity awards.

accordance with

exercise,

6.0 RECRUITMENT REMUNERATION

6.1 General Policy. Luxfer’s policy is to pay a fair remuneration package for the role being undertaken and

the experience, qualifications, and skills of the individual to be appointed.

6.2 Executive Director. When setting a remuneration package for a new Executive Director, including
internal promotions, the Committee will apply the same or substantially similar principles to those set out in the
Company’s then-current Remuneration Policy. Luxfer expects remuneration packages for Executive Directors to
include base salary, perquisites and benefits, retirement benefits, an annual cash incentive, and initial and
ongoing equity awards. The table below sets out the Company’s approach and maximum opportunity with
respect to each remuneration component in recruitment scenarios.

Remuneration
Component
Base Salary

Perquisites and
Benefits
Retirement
Benefits
Annual Cash
Incentive
Equity Awards

Approach

Maximum Opportunity

LUXFER HOLDINGS PLC

Set at a level appropriate to the role,
experience, qualifications, and skills of the new
Executive Director. This may include, if
appropriate, an agreement to increase base
salary over a defined period up to a pre-defined
level on acquiring experience and having
delivered satisfactory performance, in which
case the salary may exceed inflationary or other
increases given to the general workforce in the
country in which the new Executive Director is
based.
Consistent with Remuneration Policy then in
effect
Consistent with Remuneration Policy then in
effect
Consistent with Remuneration Policy then in
effect
Consistent with Remuneration Policy then in
effect

Consistent with Remuneration Policy then in
effect

Consistent with Remuneration Policy then in
effect
Consistent with Remuneration Policy then in
effect
Consistent with Remuneration Policy then in
effect
Consistent with Remuneration Policy then in
effect

6.3 Non-Executive Directors. New Non-Executive Directors will be offered remuneration on the same
basis as existing Non-Executive Directors, including annual retainer fees and equity awards. Equity awards are
granted to Non-Executive Directors pursuant to the EIP, under which the annual awards are non-discretionary.
Further information regarding equity awards issued to the Company’s Non-Executive Directors is set forth in
section 5 of this Policy. The EIP is described in further detail in the Company’s financial statements.

7.0 CONTRACTS AND APPOINTMENT LETTER

7.1 General. In accordance with Luxfer’s long-standing policy, Executive Directors are party to an
employment contract, while Non-Executive Directors are subject to appointment letters, which detail the basis of
their appointment and service. Employment contracts and appointment letters are available for inspection at the
Company’s registered office.

7.2 Executive Director. It is generally the Company’s policy that an Executive Director’s employment
contract shall not include a fixed term. Notice periods are set by the Board, having regard to the Company’s
need to attract and retain talent, ensure an orderly succession, and enable the Company to manage personnel
while avoiding excessive costs. Generally, employment contracts may be terminated by either party, upon twelve
(12) months’ notice or another notice period set forth therein, and contain change in control provisions. At the
Committee’s discretion, employment contracts may provide for pay in lieu of notice in the event of early
termination. Such payment in lieu of notice may include base salary, perquisites and benefits, retirement
benefits, vesting of equity awards, or payment of the annual cash incentive. The Company may summarily
dismiss and terminate, without notice, an Executive Director’s employment contract upon the occurrence of
certain events identified therein. Such termination would typically occur if an Executive Director’s conduct
justifies dismissal, such as gross misconduct. In this event, the Company will pay the Executive Director all
earned and unpaid base salary and benefits through the termination date, after which Luxfer will have no further
obligation to the Executive Director under the employment contract, unless specified by further written
agreement. Executive Directors have the same employment rights as any other employee in the case of
redundancy or if a court of competent jurisdiction determines that their termination was unlawful under applicable
law.

The below table summarizes various terms of the current Executive Director’s employment contract.

LUXFER HOLDINGS PLC

Executive
Director
Andrew Butcher

Loss of Office or
Termination Event
Change in Control

Date of
Employment
Contract
May 6, 2022

Notice Period

Summary Dismissal or
Termination for Cause

12 months

Payment in Lieu of
Notice

Remuneration Entitlement

Subject to employment being terminated in connection with a
Change in Control and the Executive Director not receiving an
offer of employment for an Equivalent Position with a Successor
(as each term is defined in the employment contract):

•

•
•

Payment of a severance equal to 2x annual base salary at
the annualized rate then in effect
Payment of the cash incentive for the fiscal year in which
the Change in Control occurs (if the cash incentive earned
has not been determined as of the change in control date,
it will be paid at Budget level and prorated to reflect dates
of service during the relevant fiscal year)
Vesting of all unvested time-based equity awards, which
may be settled in cash or shares in accordance with the
rules of the LTIP
Vesting of any performance-based equity awards, which
may be settled in cash or shares, and which amount shall
be calculated in accordance with the rules of the LTIP
(pro-rata basis, based on the Company’s performance as
of the effective date of the change in control and the
elapsed portion of the performance period)

Payment of earned and unpaid base salary and benefits,
including vacation entitlement, through the termination
date
Payment of base salary for the Notice Period or remaining
balance thereof
Payment of the cash incentive for the fiscal year in which
employment terminates (if the cash incentive earned has
not been determined as of the termination date, it will be
paid at Budget level and prorated to reflect dates of
service, including the Notice Period, during the relevant
fiscal year)
Payment of the cash incentive for the 12-month Notice
Period, paid at Budget level
Vesting of all unvested time-based equity awards
Vesting of any earned but unvested performance-based
equity awards that are scheduled to vest in the 12-month
period following termination

Employment contracts for new Executive Directors, including internal promotions, will generally be made on the
same or substantially similar terms as those offered to the current Executive Director, provided the Committee
determines that such terms are consistent with market practice and in the best interest of the Company and its
shareholders.

7.3 Non-Executive Directors. It is generally the Company’s policy that Non-Executive Director
appointment letters shall not include a fixed term. However, the Company’s Corporate Governance Guidelines
contain term limits and provisions regarding retirement age. Moreover, all Directors are subject to regular
election or re-election at the Company’s Annual General Meeting, in accordance with the “Retirement by
Rotation” provisions set forth in the Company’s Articles of Association. Non-Executive Directors, including the
Chair, do not have any employment rights with the Company.

The below

table summarizes key

terms of

the Non-Executive Directors’ Appointment Letters.

Non-Executive
Director
Patrick Mullen

Date of Appointment
Letter
July 1, 2021

Richard Hipple

November 19, 2018

Clive Snowdon

July 29, 2016

Sylvia A. Stein

May 15, 2022

Lisa Trimberger

September 1, 2019

Notice Period

Remuneration Entitlement

3 months, except if the
Director fails to be
recommended by the
Company’s Nominating and
Governance Committee to
stand for re-election or fails to
be re-elected by the
Company’s shareholders at a
subsequent AGM

All earned and unpaid
retainer fees through the
date of termination
Subject the Committee’s
discretion, all unvested
equity awards are
immediately forfeited upon
cessation of such person’s
directorship

LUXFER HOLDINGS PLC

8.0 POLICY REGARDING PAYMENT FOR LOSS OF OFFICE

8.1 General Policy. Luxfer’s policy on payment for loss of office (i) provides a clear set of principles that
govern payments that will be made for loss of office; and (ii) takes into account the individual circumstances
relating to such loss of office, including the reason for termination, individual performance, and contractual
obligations. Any termination payment made in connection with the departure of an Executive Director will be
subject to the Committee’s approval, having regard to the terms of any applicable employment contract, other
legal obligations, and circumstances surrounding the termination. At minimum, all contractual entitlements
through the termination date will be honored, and the Company will pay any amounts it is required to pay in
accordance with the Director’s statutory employment or contractual rights. In addition to the remuneration
described below, the Committee may pay such amounts as are necessary to settle or compromise any claim or
by way of damages, where the Committee views it as being in the Company’s best interest, including, without
limitation, payment of or reimbursement of reasonable legal and professional fees incidentally incurred by the
Director. In all cases, the Company will seek to apply the principles of mitigation to ensure that it is not paying
more than is required.

8.2 Executive Director. Generally, Luxfer employment arrangements with Executive Directors include a
notice provision and continuing payment obligations in accordance with the terms of the Executive Director’s
employment contract in the event of termination without cause or in connection with a change in control.
Payment obligations, if any, typically include base salary, all or some portion of the annual cash incentive, and
the vesting of equity awards. Luxfer may offer payment in lieu of notice if it is considered to be in the best
interests of the Company and its shareholders.

The Company’s general policies with respect to remuneration entitlement in the event of loss of office are set
forth below. Notwithstanding this summary of Luxfer’s general practices, any terms contained in an Executive
Director’s employment contract shall govern and control.

Loss of Office or
Termination Event
Without Cause

Summary Dismissal
or Termination for
Cause

Death or Disability

Base Salary and
Other Benefits
Payment of then-
current base
salary, in lieu of
notice, for the
Notice Period or
remaining
balance thereof

If no Notice
Period applies,
payment of
severance in an
amount equal to
12 months’ base
salary as of the
termination date

Payment of
earned but
unpaid base
salary and
benefits through
termination date,
after which the
Company has no
further obligation
Payment of
earned but
unpaid base
salary and
benefits through
termination date

Equity Awards
governed by terms of LTIP
Entitled to vested equity awards

Unvested time-based awards
forfeited and lapse *

Unvested performance-based
awards vest on a pro-rata basis,
based on the Company’s
performance as of the
termination date and the
elapsed portion of the
performance period *

Annual Cash Incentive

Generally, not entitled to cash
incentive upon employment
cessation within first half of
calendar year; the Committee may,
at its discretion, (i) make a
retroactive payment on a prorated
basis during the second half of the
calendar year if the performance
targets are achieved; or (ii) elect to
make a prorated payment based on
estimated performance as of the
termination date

When employment is terminated
after the end of a performance year
but before the incentive is paid,
Executive Directors are eligible for
an annual cash incentive for that
performance year, subject to an
assessment of performance
achieved; Any cash incentive will be
paid on the normal payment date

Not entitled to annual cash incentive Entitled to vested equity awards

Immediate forfeiture and lapsing
of all unvested equity awards

Generally, not entitled to cash
incentive upon death or disability;
however, the Committee retains the
discretion to apply those principles
set forth above under “Without
Cause”

Entitled to vested awards, which
can be transferred and
exercised by beneficiary on the
same terms as initially awarded
*

Change in Control No general policy;

governed by
terms of
employment
contract

LUXFER HOLDINGS PLC

Payment of cash incentive for the
fiscal year in which change in
control occurs (if cash incentive
earned has not been determined
because the performance period
remains ongoing, it will be paid at
Budget level and prorated to reflect
dates of service during the relevant
fiscal year)

Vesting of all time-based awards

Performance-based awards vest
on a pro-rata basis, based on
the Company’s performance as
of change in control and the
elapsed portion of the
performance period

May be settled in cash or shares
* The Committee has the discretion (as deemed appropriate to a “good leaver” in a particular circumstance,
such as retirement of long serving employees or due to illness, disability, or death) to: (i) accelerate vesting and
exercise dates; (ii) waive conditions to vesting, exercise, or transferability; and (iii) extend exercise periods after
termination of employment. Such discretion is typically used in circumstances where Directors are retiring
before the last vesting date or leaving the Company due to ill health or redundancy.

8.3 Non-Executive Directors. Luxfer’s policy with respect to remuneration entitlement upon a Non-
Executive Director’s loss of office is consistent with those terms set forth in section 7.3 of this Policy, as
communicated in a Non-Executive Director’s appointment letter. Given the fixed nature of Non-Executive
Director remuneration, Non-Executive Directors are entitled to receive any earned but unpaid retainer fees.
Pursuant to the terms of the EIP, a Non-Executive Director must be actively serving as a Director on the vesting
date in order to be entitled to unvested equity awards. However, the Committee retains the discretion to
accelerate vesting and exercise dates or otherwise waive conditions to vesting, exercise, or transferability as it
deems appropriate given the circumstances.

9.0 CONSIDERATION OF INTERNAL AND EXTERNAL CONDITION

9.1 Multi-Faceted Approach.
The Committee commissions benchmarking studies related to the remuneration practices of comparable
companies and gives consideration to the conditions of the Company’s broader workforce when making
remuneration-related decisions for the Directors. Consideration is given to various factors, such as general
inflationary and cost-of-living increases. Luxfer utilizes a clear structure of pay and benefits per layer of its
workforce. The Committee does not consult employees, nor does it use internal comparison metrics when
preparing the Directors’ Remuneration Policy. However, the Committee is aware of average pay and benefit
packages available within the Company. The Committee also considers shareholder feedback and views
expressed by institutional shareholder bodies, rating agencies, and interested parties, so far as it relates to
remuneration, when reviewing the appropriateness of this Policy. In addition, the Committee considers potential
conflicts of interest to ensure that Directors do not have sole discretion over their own remuneration.

LUXFER HOLDINGS PLC

REMUNERATION RECEIVED BY THE DIRECTOR FOR THE YEAR ENDED DECEMBER 31, 2023
(Information within pages 60 to 68 have been audited. Information within pages 68 to 77 not subject to
audit unless stated otherwise.)

Single Figure

The tables below set out an analysis of the Directors' total remuneration for 2023. Total remuneration reflects
both the performance of the Company and the contribution made by the Director to the continued success of the
Company during their period of tenure.

Executive Directors' Remuneration

Single Total Figure Table

U.S.$

Year

Salary(1)

Taxable
Benefits
(2)

Annual
Bonus(3)

Long-Term
Incentive
Awards(4)

Pensions
Contributions
(5)

Total

Andy Butcher

2023

2022

628,800

410,000

54,563

35,603

—

145,550

448,728

458,392

19,800

12,200

1,151,891

1,061,745

Alok Maskara

2023

2022

—

306,667

22,268

306,667

1,030,232

76,667

1,742,501

U.S.$
Andy Butcher

Alok Maskara

Year
2023

2022

2023

2022

Fixed pay
703,163

457,803

—

405,602

Variable pay
448,728

603,942

—

1,336,899

Total
1,151,891

1,061,745

—

1,742,501

The above table is compiled in accordance with the U.K. 'The Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008', as amended by 'The Large and Medium-sized Companies and
Groups (Accounts and Reports) (Amendment) Regulations 2013'.

(1)Salary. The 2022 single Total Figure for Alok Maskara, reflects the 5 month period as Chief Executive
Officer, from January 2022 to May, 2022, earning an annualised salary of $736,000. The 2022 single
Total Figure for Andy Butcher, reflects the 8 month period as Chief Executive Officer, from May 2022 to
December, 2022, earning an annualised salary of $615,000.

(2)Taxable Benefits. During the year an amount was paid in respect of expenses relating to car
allowance, life, medical and dental insurance. All payments made in respect of these allowances were
determined and paid in U.S. dollars. The amounts reflect payments made during each Chief Executive's
tenure.

(3)Annual Bonus. For the 2023 financial year, the annual bonus plan was based on the achievement of
three financial performance goals, management EBITA (adjusted earnings before interest, taxation and
amortization) performance, the ratio of management EBITA to adjusted operating cash flow “Cash
Conversion” (two of the key strategic performance indicators used by the Company to assess its
development against its financial objectives during the year) and revenue, measured against the annual
budget.

LUXFER HOLDINGS PLC

Summary of the annual bonus potential as a percentage of base salary for the Executive Directors for
2023:

Maximum Annual bonus
(number of points available
and % of salary)(1)

Sliding scale between threshold, target and
stretch

Management
EBITA(2)

Cash
Conversion(3)

Revenue(4)

Bonus
outcome 2023

Andy Butcher

200%

0.0% - 100.0% 0.0% - 70.0% 0.0% - 30.0%

0.0%

(1) In 2023, Luxfer achieved levels of EBITA, cash conversion and revenue that resulted in a bonus
opportunity of 0% out of 200% being assessed.

(2) Management EBITA (earnings before interest, taxation and amortization) is defined as operating
income (as reported under U.S. GAAP) adjusted for equity income /(loss) of unconsolidated affiliates,
qualifying restructuring charges, impairment charges, acquisition-related charges / credits, amortization
of finance costs, amortization of acquired intangibles and share based compensation charges.

(3) Cash conversion is defined as the ratio of management EBITA to adjusted operating cash flow.
Adjusted operating cash flow is reconciled from management EBITA by adding back depreciation, loss /
(gain) on disposal of property, plant and equipment, changes in assets and liabilities, net of effects of
business acquisitions, non-restructuring capital expenditures, equity income of unconsolidated affiliates
and U.K. pension deficit funding contributions.

(4) Revenue is defined as continuing revenue (as reported under U.S. GAAP).

In 2023, the Company generated a management EBITA of $26.9 million, a cash conversion ratio of
approximately 117% and a continuing revenue figure of $405.0 million. Management EBITA and continuing
revenue being below the agreed threshold level. Cash conversion does not exceed the agreed threshold level if
management EBITA threshold is not met.

The Board has considered whether to include in this report the targets which applied to the bonus arrangements
for the Executive Directors in 2023 but has determined that these amounts are commercially sensitive.

(4)The Long-Term Incentive Awards. The 2023 Single Figure:

In 2023, 40% of the total target award communicated by the Remuneration Committee was in the form
of time-based restricted stock units granted on March 20, 2023. The value of these awards for Andy
Butcher was $426,608 based on the closing share price on the day of grant of $15.65 per share and
deducting the nominal cost value of $1.00 each share. Throughout 2023, Andy Butcher has also accrued
dividend awards on his restricted stock units, the value of these were $22,120.

In addition, the Remuneration Committee's performance targets for the year were based upon EPS
targets and total shareholder return, as described in Executive Director Awards Under the LTIP on page
65. The levels achieved in 2023 resulted in the below time-based awards being granted in 2024:

Number of Awards

Possible Awards

Awards to be
made in 2024

Andy Butcher

6,480

—

% of possible
awards made in
2023
—%

Value of
Awards
$
—

The LTIP share award disclosure in the Proxy Statement filed with the SEC (Form DEF 14A) for
executive compensation for the year ended December 31, 2023 differs to the amount included in the
Single Total Figure Table, as it is based upon the achievement of targeted Company performance for all
performance-based awards communicated in the year. The value of the awards included in the Proxy
Statement is in accordance with U.S. GAAP.

(5) For details of pension arrangements see page 68.

LUXFER HOLDINGS PLC

Payments to Past Directors

There were no payments made to past Directors during the year.

Payments for Loss of Office

There were no payments made to Directors for loss of office during the year.

Non-Executive Directors' Remuneration

None of the Non-Executive Directors (including the Chair) received taxable benefits, annual bonus, long-term
incentive awards (exceeding one year) or pension-related benefits during the year.

LUXFER HOLDINGS PLC

Single Total Figure Table

U.S.$(1)

Year

Base Fee(1)

Other Fees (Fees in the
form of share awards)(2)

Patrick Mullen

David Landless

Clive Snowdon

Richard Hipple

Lisa Trimberger

Sylvia Stein

2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022

115,000
106,750
—
49,250
82,000
82,000
82,000
82,000
82,000
82,000
82,000
34,167

112,337
178,185
—
1,280
79,303
79,082
79,303
79,082
79,303
79,082
144,381
—

Total

227,337
284,935
—
50,530
161,303
161,082
161,303
161,082
161,303
161,082
226,381
34,167

Table compiled in accordance with the U.K. 'The Large and Medium-sized Companies and Groups (Accounts
and Reports) Regulations 2008', as amended by 'The Large and Medium-sized Companies and Groups
(Accounts and Reports) (Amendment) Regulations 2013'.

(1) Patrick Mullen was appointed Chair of the Board of Directors, effective March 11, 2022. His base fee
in 2022 reflects the change in role from this date to December 31, 2022.

The Non-Executive Directors' fees of Clive Snowdon, Richard Hipple, Lisa Trimberger, Sylvia Stein and
Patrick Mullen are all determined in U.S. dollars.

The Non-Executive Director’s fee of David Landless although determined in U.S. dollars, is paid in GBP
sterling translated at the closing month-end exchange rate of each month prior to payment. Actual
payments received by David Landless in 2022 aggregated to £37,860. The base fee for the first three
months of 2022 includes the supplementary fee for being Chair of the Board.

(2) 2023 Single figure:

The value of the Other Fees in the Single Figure table is calculated as follows:

•

An element of the fees received by the Chair and the other Non-Executive Directors are
delivered as time-based restricted stock units (“RSUs”). The award value is a percentage of their
Base Fee as provided in the Director Equity Incentive Plan (“EIP”) less the issue price per share
of $1.00. The value of the award is capped at up to 100% of base fees at the date of the award.
Awards were made immediately after the 2023 AGM and vest immediately before the 2024
AGM. The number of RSUs was calculated using the closing share price on the NYSE ($16.52)
the day the award was made. The number of awards received by each Non-Executive Director
is set out in Awards Granted During the Year - Non-Executive Directors Under the Director
Equity Incentive Plan (EIP) on page 65.

The RSU awards carry with them the right to receive accumulated dividends during the period of
the award, in shares. The Other Fees amount includes the value of the dividends awarded in
2023 and vested immediately before the 2023 AGM or will vest immediately before the 2024
AGM. The value of the awards themselves were included in the Single Figure for 2023 as they
were time-based awards (see below). The dividend shares were valued at the closing share
price on the NYSE on the date of the dividends being awarded, being $17.10, $15.06, $12.43
and $8.40 respectively, less the issue price of $1.00. The number of dividend shares allocated,
and their value were:

Non-Executive Director

Patrick Mullen
Clive Snowdon
Richard Hipple
Lisa Trimberger
Sylvia Stein

LUXFER HOLDINGS PLC

Dividend shares
allocated
350
197
197
197
214

Value of dividend less
nominal cost of share $
4,302
2,277
2,277
2,277
1,938

LUXFER SHARE INCENTIVE PROGRAMS

Luxfer has a number of share incentive plans designed to align the interests of its Directors, managers and
employees with the interests of its shareholders. These plans help us remain competitive and act as retention
tools.

The plan under which awards are granted to the Executive Directors on an ongoing basis is the Luxfer Holdings
PLC Long-Term Umbrella Incentive Plan (“LTIP”). Awards, which are considered part of their fees, are made to
the Non-Executive Directors under the Non-Executive Directors Equity Incentive Plan (“EIP”). In the U.S. the
Company has established an Employee Share Purchase Plan (“ESPP”) which is open to all U.S. employees and
U.S. based Executive Directors.

LTIP: The LTIP was adopted for the I.P.O. in 2012. It is used to grant awards not only to the Executive Directors
but also senior and junior managers in the Company. A variety of different awards can be granted under the LTIP.
To date, it has been used to grant time-based nominal cost options to U.K. employees, performance-based
nominal cost options and market value options to other senior U.K. employees and time-based and performance
restricted stock units to the Executive Directors, U.S. managers and managers from other countries in which the
Company operate. The maximum value of awards under the rules of the LTIP that can be granted to the Chief
Executive Officer is defined in the Remuneration Policy.

EIP: Annual awards are made under the EIP to Non-Executive Directors as part of their fees. The value of the
award is up to 100% of the base fee of a Non-Executive Director. These awards are made the day of the AGM of
the Company in each year and vest the day before the following AGM. Annual awards are usually made as
restricted stock units. They are paid out immediately on vesting, together with dividends which have been
accumulated during the vesting period. New Non-Executive Directors cannot participate in the annual awards
until they have served six months, however, the awards they would have earned from the date of appointment
are added to the next annual award provided they are re-elected at the AGM.

Copies of the LTIP and EIP plans mentioned above are filed on the Company’s file at the SEC.

LUXFER HOLDINGS PLC

AWARDS GRANTED DURING THE YEAR

Executive Directors Awards Under the LTIP

In 2023, the Remuneration Committee awarded long-term incentive compensation under the LTIP. As it does
each year, the Remuneration Committee referenced benchmark data (including compensation surveys,
Comparator Group information and other data provided by Meridian Compensation Partners LLC) in setting
target U.S. dollar award levels for the Executive Director. In accordance with the Remuneration Policy the
maximum share award opportunity available to the Executive Director (in any one year) at the time of
communicating their award during 2023 was capped at 300% of their base salary, on achievement of stretch
performance. Achievement of target performance would result in a share award opportunity capped equivalent to
180% of base salary being available and threshold performance at 125% of base salary.

Based on the target level of Andy Butcher's share awards available (capped at 180% of base salary), 40% of this
award was granted in 2023 in the form of time-based restricted stock units, vesting evenly on the first four
anniversaries of the award from grant date. This amounted to 29,120 time-based restricted stock units being
awarded Andy Butcher. The remaining 60% of the target award allocation was split 40% available based on the
delivery of a certain adjusted diluted EPS targets for the years ending December 31, 2023, December 31, 2024
and December 31, 2025 and 60% available on the delivery of certain total shareholder return targets. The total
shareholder return target consists of a ranking of Company performance against a peer group of thirty three
companies on December 31, 2022 against December 31, 2025. Based on the relative level of shareholder return
and adjusted diluted EPS achieved, awards would vest in March 2026. For the adjusted diluted EPS it is
possible to achieve a threshold, target and stretch level of award grants, and for total shareholder return, payout
based on the decile the Company is ranked.

In 2020, the Remuneration Committee set performance targets based upon the achievement of relative total
shareholder return to be measured at threshold, target and stretch levels. The performance of the Company
meant threshold level being achieved which resulted in Andy Butcher earning 50% of the available awards
respectively. 50% of these vested in 2023 with the remaining 50% vesting in 2024. The number, and details of
the terms, of the grants are set out in the table in Outstanding Share Awards During 2023 and the accompanying
notes, on pages 66 to 67.

The Committee believe they set challenging targets to motivate the executive director and align the interests of
the executive with those of shareholders. Achievement of stretch targets requires exceptional performance.

Non-Executive Directors under the Director EIP

Chair or
Non-
Executive
Director

Patrick
Mullen(1)

Date of
Grant
June 7,
2023

Clive
Snowdon

June 7,
2023

Richard
Hipple

June 7,
2023

Lisa
Trimberger

June 7,
2023

Basis of
Aggregate
Awards
Granted
100% of
annual fee
for 2023

100% of
annual fee
for 2023

Sylvia
Stein(1)

June 7,
2023

100% of
annual fee
for 2023 and
83% for 2022

Share
Price at
Date of
Grant $
16.52

16.52

Type of
Award
Restricted
Stock
Unit

Restricted
Stock
Unit

No. of
Shares
Granted
(1)

Face
Value
of
Award
$

Issue
Price per
share & in
Aggregate
$

6,961

114,996 $1.00 each

4,963

81,989 $1.00 each

4,963

81,989 $1.00 each

4,963

81,989 $1.00 each

9,178

151,621 $1.00 each

% of
Shares
Granted
That Vest
On
vesting
date
100%

Vesting
Date
Day
before
2024
AGM

Day
before
2024
AGM

On
vesting
date
100%

(1) New Non-Executive Directors cannot participate in the annual EIP awards until they have served six months; however, the
awards they would have earned from the date of appointment are added to the next annual award.

LUXFER HOLDINGS PLC

OUTSTANDING SHARE AWARDS DURING 2023

Executive and Non-Executive Directors

Awards granted in 2023 in respect to 2022 Company financial performance to the Executive Director have been
included in the table below. The awards shown exclude dividends accumulated.

Awards

Available
Jan 1,
2023

Granted
During
Year

Settled
During
Year

Lapsed
During
Year

Available
Dec 31,
2023

Andy Butcher
LTIP 2019(2)
LTIP 2020(3)
LTIP 2021(4)
LTIP 2022(5)(6)(7)
LTIP 2022(1)
LTIP 2023(10)(11)

Totals

Patrick Mullen
EIP 2022(8)
EIP 2023(9)

Totals

Clive Snowdon
EIP 2022(8)
EIP 2023(9)

Totals

Richard Hipple
EIP 2022(8)
EIP 2023(9)

Totals

Lisa Trimberger
EIP 2022(8)
EIP 2023(9)

Totals

Sylvia Stein
EIP 2023(9)

1,100
3,870
3,600
12,750
19,200
—
40,520

—
—
—
—
—
32,605
32,605

(1,100)
(1,935)
(1,200)
(4,410)
(4,800)
(1,742)
(15,187)

11,334
—
11,334

—
6,961
6,961

(11,334)
—
(11,334)

4,981
—
4,981

—
4,963
4,963

(4,981)
—
(4,981)

—
4,963
4,963

(4,981)
—
(4,981)

—
4,963
4,963

(4,981)
—
(4,981)

—
—
—
—
—
—
—

—
—
—

—
1,935
2,400
8,340
14,400
30,863
57,938

—
6,961
6,961

—
4,963
4,963

—

9,178

—

9,178

LUXFER HOLDINGS PLC

Key to table:

Award
(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

(9)

(10)

(11)

Award Scheme, Type & Grant
LTIP 2022 – Time-Based Restricted
Stock Units (i)
LTIP 2019 – Time-Based Restricted
Stock Units (ii)
LTIP 2020 – Time-Based Restricted
Stock Units (iii)
LTIP 2021 – Time-Based Restricted
Stock Units (iv)
LTIP 2022 - Performance-Based -
TSR targets (v)
LTIP 2022 - Performance-Based -
EPS targets (vi)
LTIP 2022 – Time-Based Restricted
Stock Units (vii)
EIP 2022—Time-Based Restricted
Stock Units (viii)
EIP 2023—Time-Based Restricted
Stock Units (viii)
LTIP 2023 – Time-Based Restricted
Stock Units (ix)
LTIP 2023 - Performance-Based -
TSR targets (x)

Exercise
Price /
Nominal Cost
Each Award
$1.00

Grant Date
May 6, '22

Mar 14, ‘19

$1.00

Remaining Vesting/
Settlement Dates
Mar 14, 2024, 2025,
2026
All vested

Mar 13, ‘20

$1.00

Mar 13, 2024

Vesting
Period
To Mar 14, 2026

No longer
applicable
To Mar 13, 2024

Mar 15, '21

Mar 14, '22

June 8, ‘22

June 7, ‘23

Mar 20, '23

Mar 13, '23

$1.00

Mar 15, 2024, 2025

To Mar 15, 2025

All vested

Mar 14, 2024, 2025

Mar 14, 2024, 2025,
2026
All vested

Day before 2024
AGM
Mar 20, 2024, 2025,
2026, 2027
Mar 13, 2024

No longer
applicable
To Mar 14, 2025

To Mar 14, 2026

No longer
applicable
Day before 2024
AGM
To Mar 20, 2027

To Mar 13, 2024

(i) LTIP 2022: Time based awards granted on May 6, 2022 and include “holding period” and “claw back” provisions, to
vest evenly over four years. Time-based restricted stock units accumulate additional restricted stock units when the
Company pays a dividend. Shares underlying the total amount of restricted stock units are then issued when the
restricted stock unit vests.

(ii) LTIP 2019: Time based awards granted on March 14, 2019 and include “holding period” and “claw back” provisions,
to vest evenly over four years. Time-based restricted stock units accumulate additional restricted stock units when
the Company pays a dividend. Shares underlying the total amount of restricted stock units are then issued when the
restricted stock unit vests.

(iii) LTIP 2020: Time based awards granted on March 13, 2020 and include “holding period” and “claw back” provisions,
to vest evenly over four years. Time-based restricted stock units accumulate additional restricted stock units when
the Company pays a dividend. Shares underlying the total amount of restricted stock units are then issued when the
restricted stock unit vests.

(iv) LTIP 2021: Time based awards granted on March 15, 2021 and include “holding period” and “claw back” provisions,
to vest evenly over four years. Time-based restricted stock units accumulate additional restricted stock units when
the Company pays a dividend. Shares underlying the total amount of restricted stock units are then issued when the
restricted stock unit vests.

(v) LTIP 2022: Awards made on attainment of 2021 TSR performance goals and include “holding period” and “claw

back” provisions, to vest immediately upon grant.

(vi) LTIP 2022: Awards made on attainment of 2021 EPS performance goals and include “holding period” and “claw

back” provisions, to vest immediately upon grant.

(vii) LTIP 2022: Time based awards granted on March 14, 2022 and include “holding period” and “claw back” provisions,
to vest evenly over four years. Time-based restricted stock units accumulate additional restricted stock units when
the Company pays a dividend. Shares underlying the total amount of restricted stock units are then issued when the
restricted stock unit vests.

(viii) EIP 2022 and EIP 2023 annual awards are settled immediately on vesting, together with dividends which have been

accumulated during the vesting period. The 2022 awards were settled in 2023 net of payroll taxes.

(ix) LTIP 2023: Time based awards granted on March 20, 2023 and include “holding period” and “claw back” provisions,
to vest evenly over four years. Time-based restricted stock units accumulate additional restricted stock units when
the Company pays a dividend. Shares underlying the total amount of restricted stock units are then issued when the
restricted stock unit vests.

(x) LTIP 2023: Awards made on attainment of 2022 TSR performance goals and include “holding period” and “claw

back” provisions, to vest immediately upon grant.

PENSION ARRANGEMENTS

Details of the payments made to the defined contribution arrangement and salary supplement during years 2023
and 2022 for the Executive Director are set forth in the tables below.

Directors' Remuneration and Benefits for the Year Ended December 31, 2023 and 2022

LUXFER HOLDINGS PLC

U.S.$

Executive Director

Andy Butcher

Alok Maskara

2023
2022

Year
2023
2022

Funded Defined
Contribution(1)

Cash
Supplement

Total

19,800
12,200

—
7,625

—
—

—
69,042

19,800
12,200

—
76,667

(1)

The Funded Defined Contribution relates to amounts paid in respect of a 401(k) matching program.

Implementation of the Remuneration Policy for the Year Ending December 31, 2024
(Information from this section of page 68 through to page 77 is not subject to audit unless otherwise stated)

The Committee intends to operate the Directors’ Remuneration Policy, as set out on pages 46 through 59 of this
Remuneration Report, for a period of three years from its approval at the 2024 Annual General Meeting, to be
held on 6th June 2024. The paragraphs below set out how the Remuneration Committee intends to apply the
Directors’ Remuneration Policy in the year ending 31st December 2024.

Executive Director Remuneration

Base Salary. Mr. Butcher, the Company’s Chief Executive Officer and sole Executive Director, received an
approximate 2.4% salary increase for the year ending 31st December 2024, resulting in a base salary of
$644,500 per annum (2023: $628,800; 2022: $615,000).

Perquisites and Benefits. There was no change in the implementation of the Directors’ Remuneration Policy
with respect to perquisites and benefits for the year ending 31st December 2024. Mr. Butcher’s annual perquisite
allowance of $40,000 per annum remains unchanged. Additionally, he remains eligible and participates in the
Company’s benefit plans, including medical, dental, and vision insurance, life insurance, and life and accidental
death and dismemberment insurance. Luxfer provides Andy Butcher, a $1 million life insurance policy in
accordance with the terms of a historical employment agreement. His vacation and other paid holiday
entitlement remain the same year-over-year.

Retirement Benefits. No change in the implementation of the Remuneration Policy with respect to retirement
benefits is expected for the year ending 31st December 2024, although the amounts contributed by the Company
to the 401(k) savings plan may change, as individual contributions are subject to the Director’s election and the
IRS-qualified plan compensation limits and highly compensated employee thresholds. The 100% match on up to
6% of eligible pay saved is not subject to change.

Annual Cash Incentive. In accordance with the Remuneration Policy, the maximum annual cash incentive
opportunity for Andy Butcher, as Chief Executive Officer and the sole Executive Director, is capped at 200% of
his base salary, with his 2024 target cash incentive opportunity being equal to 100% of base salary. The annual
cash incentive is awarded on achievement of specific financial measures and targets set by the Remuneration
Committee. At the start of each year, the Remuneration Committee determines the annual cash incentive
opportunity (as a percentage of base salary), selects the financial performance measures applicable to cash
incentive, and sets respective Threshold, Target, and Maximum levels. The financial performance measures and
levels are designed to align with the strategic goals of the Company. For 2024, the Committee has selected
Management EBITA (60%), Cash Conversion (20%), and Revenue (20%) as the financial performance
measures applicable to the annual cash incentive. The annual cash incentive is earned on a sliding scale basis.

LUXFER HOLDINGS PLC

Annual Cash Incentive
Opportunity
Andy Butcher

Split; Sliding Scale between Threshold,
Target and Maximum
Cash Conversion

Revenue

Management EBITA

0% - 120%

0% - 40%

Notably, for 2024, the performance measures are no longer tied to achievement of Threshold Management
EBITA. Accordingly, a cash incentive may still be earned upon the achievement of Revenue and Cash
Conversion targets. However, in the event that Threshold EBITA is not obtained, any payout with respect to
Revenue and Cash Conversion will be capped at Target level, even if actual performance exceeds Budget.

Equity Awards As in prior years, the Executive Director is eligible to receive equity awards granted pursuant to
the LTIP. On an annual basis, the Remuneration Committee sets a target equity award opportunity for the Chief
Executive Officer, which is calculated as a percentage of base salary. In accordance with the Remuneration
Policy, the maximum value of awards that can be made to the Chief Executive Officer in any one year is capped
at 300% of base salary, with Mr. Butcher’s 2024 target award opportunity being 234% of his base salary.
Approximately 30% of Mr. Butcher’s 2024 target equity award is comprised of time-based Restricted Stock Units,
which were awarded on 18th March 2024 and vest evenly in four equal annual installments, beginning on 18th
March 2025. Approximately 28% of Mr. Butcher’s 2024 target equity award is comprised of performance-based
Restricted Stock Units dependent on the annualized percentage increase in the Company’s earnings per share
(EPS) over the 2024-2025 period. Approximately 42% of Mr. Butcher’s 2024 target equity award is comprised of
performance-based Restricted Stock Units dependent on the Company’s relative Total Shareholder (TSR)
performance over the 2024-2025 period.

The 2024 EPS awards will be measured on a 2-year annualized increase basis, with 100% of the awards vesting
in March 2026 upon attainment of the annualized percentage increase target. EPS Increase will be measured as
of 31st December 2025, using full-year 2023 adjusted diluted EPS as the baseline. No partial “banking” of any
EPS increase for full year 2024 will occur. Awards will be granted on a sliding scale basis (0-250%) depending
on the annualized EPS increase achieved.

For purposes of 2024 TSR awards, Luxfer’s TSR performance on 31st December 2025 versus its performance
on 31st December 2023 will be compared against the TSR performance of the selected peer group, being
companies within Luxfer’s GICS code. The payout percentage of 0% to 200% will be determined based on the
ranking of Luxfer’s TSR performance versus the specified peer group. Luxfer’s and the peer companies’ TSR will
be measured using the average share price for the 90 days prior to and including 31st December 2023 and 31st
December 2025, respectively. Based on the relative level of shareholder return achieved, awards would be
granted on March 18, 2026 and vest immediately.

Employee Share Plans. No change in the implementation of the Remuneration Policy with respect to employee
share plans is expected for the year ending 31st December 2024, although the number of shares purchased by
Mr. Butcher under the US Employee Stock Purchase Plan may change, as individual payroll contributions are
subject to the Director’s election, subject to limits imposed by the Plan.

Non-Executive Director Remuneration

Annual Retainer Fee. No change in the implementation of the Remuneration Policy with respect to annual
retainer fees paid to Non-Executive Directors is anticipated for the year ending 31st December 2024. In 2023,
the annual retainer payable to Non-Executive Directors, not including the Board Chair, for service on Luxfer’s
Board of Directors and its committees was $82,000. The annual retainer payable to the Board Chair for service
on Luxfer’s Board of Directors and its committees was $115,000. Following the Remuneration Committee's
compensation review, the Board did not implement an increase to the annual retainers paid to Non-Executive
Directors for service in 2024.

Equity Awards. The 2024 Remuneration Policy, which is subject to shareholder approval at the 2024 AGM,
proposes an increase in the maximum amount of equity awards that may be awarded to Non-Executive
Directors, from 100% of the Non-Executive Director’s annual retainer fee to 150%. Subject to shareholder
approval of the 2024 Remuneration Policy and the Second Amended and Restated Equity Incentive Plan at the
2024 AGM, the Company intends to grant each Non-Executive Director who is acting as a Non-Executive
Director of the Company and who has been acting as a Director of the Company for at least six (6) months, a
non-discretionary grant of RSUs equal to approximately 125% of their annual cash retainer on the date of the
2024 Annual General Meeting. The total estimated value of these awards is $543,000, which includes (i) non-
discretionary grants to four Non-Executive Directors with an individual award value of $102,000, representing a
$20,000 increase from 100% of said Non-Executive Directors’ annual cash retainer fee of $82,000; and (ii) one
non-discretionary grant to the Board Chair with an individual award value of $135,000, representing a $20,000
increase from 100% of said Non-Executive Director’s annual cash retainer fee of $115,000.

Directors' Interests in Shares in the Company (audited)

LUXFER HOLDINGS PLC

Patrick Mullen (1)
Andy Butcher (2)
Clive Snowdon (3)
Richard Hipple (4)
Lisa Trimberger (5)
Sylvia Stein

Number of Ordinary Shares
Held at Dec 31, 2023

Number of Ordinary Shares
Held at Jan 1, 2023

25,264

124,534

14,214

18,779

18,152

—

7,450

110,130

11,516

16,070

15,443

—

(1) Patrick Mullen acquired 6,079 shares throughout 2023 as a result of the vesting of 11,736 time-based Restricted
Stock Units. 11,352 Restricted Stock Units were awarded in 2022 under the EIP and, together with an accrued
dividend of 384 shares, fully vested on June 7, 2023. Of those 11,736 shares, 5,657 shares were used as payment
of exercise price or tax liability. In October 2023, Patrick Mullen purchased an additional 11,735 shares on market.
Further details on these awards can be found in the notes to Single Figure-Non-Executive Directors' Remuneration
on page 63.

(2) Andy Butcher acquired 7,193 shares throughout 2023 as a result of the vesting of 15,761 time-based Restricted
Stock Units. 15,187 Restricted Stock Units were awarded under the LTIP and, together with accrued dividends of
574 shares, fully vested in March, 2023 as detailed in the table titled Outstanding Share Awards During 2023 on
pages 66 and 67. Of those 15,761 shares, 8,568 shares were used as payment of exercise price or tax liability. In
2023, Andy Butcher purchased an additional 7,211 shares on market.

(3) Clive Snowdon acquired 2,698 shares throughout 2023 as a result of the vesting of 5,149 time-based Restricted
Stock Units. 4,981 Restricted Stock Units were awarded in 2022 under the EIP and, together with an accrued
dividend of 168 shares, fully vested on June 7, 2023. Of those 5,149 shares, 2,451 shares were used as payment of
exercise price or tax liability. The shares identified as held by Clive Snowdon are held by a connected person.
Further details on these awards can be found in the notes to Single Figure-Non-Executive Director's Remuneration
on page 63.

(4) Richard Hipple acquired 2,709 shares throughout 2023 as a result of the vesting of 5,149 time-based Restricted
Stock Units. 4,981 Restricted Stock Units were awarded in 2022 under the EIP and, together with an accrued
dividend of 168 shares, fully vested on June 7, 2023. Of those 5,149 shares, 2,440 shares were used as payment of
exercise price or tax liability. Further details on these awards can be found in the notes to Single Figure-Non-
Executive Directors' Remuneration on page 63.

(5) Lisa Trimberger acquired 2,709 shares throughout 2023 as a result of the vesting of 5,149 time-based Restricted
Stock Units. 4,981 Restricted Stock Units were awarded in 2022 under the EIP and, together with an accrued
dividend of 168 shares, fully vested on June 7, 2023. Of those 5,149 shares, 2,440 shares were used as payment of
exercise price or tax liability. All of these shares are owned by a trust of which Lisa Trimberger is the sole beneficiary
and her spouse is the trustee. Further details on these awards can be found in the notes to Single Figure-Non-
Executive Director's Remuneration on page 63.

Executive Director Shareholding Requirements

The Executive Director is required to hold and maintain ordinary shares equal in value to 150% of base salary.
The Director is allowed a period of three years from date of appointment to acquire the holding. Executive
Directors are required to obtain the Chair’s permission before they or their connected persons can deal in the
Company’s shares providing an effective way of ensuring their shareholding requirements are maintained.

Total Directors' Shareholdings and Interests at 31 December 2023

LUXFER HOLDINGS PLC

Shares Owned
Beneficially

Restricted Stock Units Not Yet Vested
(assuming will be settled in Shares not
Cash)

Andy Butcher
Non-Executive
Patrick Mullen
Clive Snowdon
Richard Hipple
Lisa Trimberger
Sylvia Stein

Performance Graph

124,534

25,264
14,214
18,779
18,152
—

57,938

6,961
4,963
4,963
4,963
9,178

U.K. legislation requires the Annual Remuneration Report to contain a line graph that shows the TSR over a ten-
year period for both a holding of the Company’s listed shares and a hypothetical comparator holding of shares
representing a specified broad equity market index. We have used the Russell 2000 index as the most
appropriate published index for comparison purposes. The graph shows the value of $100 vested in Luxfer in
December 2013, and the reinvestment of dividends since that date, compared to $100 invested in the Russell
2000 on the same date, assuming the same reinvestment of dividends. The Russell 2000 was chosen as the
index as it comprises companies that closely resemble Luxfer. The TSR is calculated in U.S. dollars.

History of Total Remuneration Figure for Chief Executive Officer

We have included the total remuneration figure for the Chief Executive Officer for a seven-year period as
required by legislation.

LUXFER HOLDINGS PLC

U.S.$
Year ended
December 31

Total
remuneration

Annual
bonus % (1)

Share awards
vesting % (1)

% change in total
remuneration

2017 (2)

2018

2019 (3)

2020

2021

2022(4)

2023

3,396,615 5,971,101

1,834,401

2,063,680

3,515,009 2,804,246

1,151,891

124 %

200 %

60 %

51 %

186 %

63 %

— %

37 %

84 %

584 %

146 %

264 %

124 %

35 %

306 %

76 %

(69) %

12 %

70 %

(20) %

(59) %

The average increase in the CEO's total remuneration over the past seven years is a 45% increase, although this is heavily
impacted by the 306% increase in 2017. The CAGR over the same period was a 2% increase.

(1) Percentage of salary.

(2) The 2017 figures include Brian Purves’ remuneration for the first six months of 2017 and Alok Maskara’s

remuneration for the second six months of 2017.

(3) The 2019 share awards vesting figure of 584% (as a percentage of salary) includes the vesting of 120,000
performance-based EPS awards granted on hire. Excluding these awards, the adjusted share awards vesting figure
would be 183%.

(4) The 2022 figures include Andy Butcher's remuneration as Chief Executive Officer for 8 months of 2022 and Alok

Maskara’s remuneration as Chief Executive Officer for 5 months of 2022.

History of Total Remuneration Figure for Chief Executive Officer

We have included the total remuneration figure for the Non-Executive Directors since 2020 as required by
legislation.

LUXFER HOLDINGS PLC

U.S.$
Year ended December 31
Patrick Mullen
Total remuneration
Share awards vesting % (1)
% change in total remuneration
David Landless
Total remuneration
Share awards vesting % (1)
% change in total remuneration
Clive Snowdon
Total remuneration
Share awards vesting % (1)
% change in total remuneration
Richard Hipple
Total remuneration
Share awards vesting % (1)
% change in total remuneration
Lisa Trimberger
Total remuneration
Share awards vesting % (1)
% change in total remuneration
Sylivia Stein
Total remuneration
Share awards vesting % (1)
% change in total remuneration

(1) Percentage of salary.

2020

2021

2022

2023

—
—
—

27,333
—
—

284,935
167 %
942 %

227,337
98 %
(20) %

175,462
53 %
10 %

125,152
53 %
(1) %

190,563
132 %
132 %

157,063
92 %
475 %

—
—
—

226,693
97 %
29 %

50,530
3 %
(78) %

—
— %
(100) %

161,643
97 %
29 %

161,082
96 %
— %

162,794
99 %
(15) %

161,082
96 %
(1) %

162,200
98 %
3 %

161,082
96 %
(1) %

—
—
—

34,167
—
—

161,303
97 %
— %

226,381
176 %
563 %

(2) Sylvia Stein was appointed Non-Executive Director, effective August 1, 2022. New Non-Executive Directors cannot
participate in the annual EIP awards until they have served six months; however, the awards they would have
earned from the date of appointment are added to the next annual award. Her total remuneration in 2022 reflects
four months salary to December 31, 2022. In 2023 her total remuneration reflects twelve months salary to
December 31, 2023 and EIP awards earned from August 1, 2022.

Relative Importance of Spend on Pay

The following chart sets out the Group's actual spend on pay (for all employees) relative to dividends paid in the
current and prior year. To assist with conformity and transparency we have used staff costs as set out in Note 7
to the Consolidated Financial Statements.

Percentage Change in Chief Executive Officer's Remuneration

For 2023, we have selected U.S. employees as the most appropriate comparator as the Chief Executive Officer
is based in the U.S. and the benefits structure is similar, consistent with the approach taken for 2022.

LUXFER HOLDINGS PLC

U.S.$

Salary

Chief Executive Officer

Employee average

Benefits

Chief Executive Officer

Employee average

Annual Bonus

Chief Executive Officer

Employee average

Pay Ratio

2023

2022

% change

628,800

60,437

54,563

11,680

—

1,103

716,667

55,773

57,871

10,742

452,217

2,538

(12.3) %

8.4 %

(5.7) %

8.7 %

(100.0) %

(56.5) %

For 2023, we have selected U.S. employees as the most appropriate comparator as the Chief Executive Officer
is based in the U.S. and the benefits structure is similar.

U.S.D.$

Year

2023

2022

Method

25th percentile
pay / ratio

50th percentile
pay / ratio

75th percentile
pay / ratio

48,073

14.6 : 1

47,158

27.9 : 1

60,628

11.6: 1

69,053

19.1: 1

81,316

8.6 : 1

80,878

16.3 : 1

The Company has selected method A for calculating the pay ratio, as the company has selected to use U.S.
employees as the most appropriate comparator and gender pay gap reporting (used in method B and C) is not
required in the U.S., method A was deemed the most appropriate, this is consistent with the approach taken for
2022. For the average U.S. person, salary was used throughout the year. When calculating the pay ratios, share-
based compensation has been omitted as only senior managers are part of the LTIP scheme.

The individuals who represent the three quartiles are all full-time employees and are considered to be
representative of the 25th, median and 75th percentile pay levels in the Group.

The pay ratios have decreased year on year, with the decrease predominantly a result of the decrease in the
annual bonus awarded. The percentile pay for U.S. employee's has remained relatively stable.

LUXFER HOLDINGS PLC

Statement of voting at AGM

The Annual Remuneration Implementation Report and Remuneration Policy was put to an advisory vote at the
2023 AGM.

Annual Remuneration Implementation
Report

Votes for (and
percentage of
votes cast)

Votes against (and
percentage of
votes cast)

Proportion of
share capital
voting

21,262,033

1,049,784

89.63 %

85.41 %

4.22 %

The vote received in favour of the Remuneration Report was 85.41%, and the larger shareholders with whom the
Directors liaise with from time to time did not make any negative comments in those conversations concerning
Directors’ pay and incentives.

Differences in Remuneration For Directors and Employees

The difference in remuneration for the Executive Director and other employees reflects differing levels of
responsibility, seniority, and market norms in the jurisdictions in which they are employed. The key differences in
remuneration are as follows:

•

Bonus arrangements for senior, middle, and lower management are set at a lower percentage than the
Executive Director but are broadly structured on the same basis to ensure commonality of objectives.
There is greater emphasis on performance-related pay for management, and bonus opportunity for other
employees may be lowered or not available, depending on jurisdiction.

Benefits for employees take into account their position and the market norms of the jurisdiction in which
they operate.

Pension arrangements are offered where it is the norm in the jurisdiction of the employee. Where local
regulation permits and where it is the market norm, higher contributions may be available for more
senior management. The Company’s primary pension plans are described in the Company’s financial
statements.

Participation in the LTIP is limited to the Executive Director and a select number of senior officers and
senior managers. At the discretion of the Committee, market value share awards or time-based share
awards may be awarded to employees in recognition of outstanding performance and to encourage
share ownership and retention. UK employees, if eligible, can participate in the UK Share Incentive Plan,
as described above.

The Committee commissions benchmarking studies of comparable companies and the pay of other senior
executives when setting the Executive Director’s pay. Consideration is also given to the pay and benefits that are
available throughout Luxfer, such as cost-of-living increases. Such consideration defines a clear structure of pay
and benefits layer-by-layer. The Committee does not consult with employees nor does it use internal comparison
metrics when drafting the Remuneration Policy. However, the Committee is aware of average pay and benefit
packages available within the Company. When setting the terms of awards for the Executive Director, The
Committee also considers views expressed by institutional shareholder bodies.

LUXFER HOLDINGS PLC

Approach to Recruitment Remuneration

Executive Director. When setting a remuneration package for a new Executive Director, including internal
promotions, the Committee will apply similar principles to those set out in the most recent approved
Remuneration Policy for both short- and long-term incentives.

Non-Executive Directors. New Non-Executive Directors will be paid fees on the same basis as existing Non-
Executive Directors. They will also participate in the Non-Executive Directors Incentive Plan under which the
annual awards are non-discretionary. Awards can be made in the form of Options, Restricted Stock, or Restricted
Stock Units at the discretion of the Board and based on the value of each type of award and the number of
shares left in the Plan. The vesting period is determined at the discretion of the Committee.

Severance and Change-in-Control Benefits

Executive Director. The Company may terminate the Executive Director’s contract without notice on the
occurrence of certain events identified in their contract. Such termination would normally consist of conduct
justifying dismissal such as gross misconduct. The Executive Director has the same employment rights as any
other employee in the case of redundancy or if a relevant tribunal determines that their termination was unfair
under English law.

Ordinary notice period is 12 months. The remuneration entitlement is payment in lieu of notice in the event of
early termination. This may include base salary benefits and pension payable for the notice period. A bonus may
be paid if the period for which pay in lieu of notice is made extends past the year-end, subject to targets being
met.

If the Executive Director's employment is terminated in connection with a Change in Control (other than for
Cause) and they do not receive an offer of employment for an equivalent position with a Successor, then the
Executive Director will be entitled to receive a redundancy payment equal to two times their base salary. A bonus
may be paid if the period for which pay in lieu of notice is made extends past the year-end, subject to targets
being met.

Non-Executive Directors. Letters of Appointment for Non-Executive Directors and the Chair are not for a fixed
term. The Chair and Non-Executive Directors do not have any employment rights. New appointees to the Board
will generally be appointed on the same basis as the current Non-Executive Directors. Non-Executive Directors’
Letters of Appointment are available for inspection at the registered office of the Company.

Ordinary notice period is 3 months, except if the Director fails to be re-elected at an AGM, then the contract
terminates immediately without notice or compensation.

Policy on payment for Loss of Office

Contractual entitlements through the date of termination will be honored, and the Company will (i) pay any
amounts it is required to pay in accordance with the Director’s statutory employment or contractual rights and (ii)
settle those rights. The Company will apply the principles of mitigation to ensure that it is paying a fair amount. In
the event of a compromise or severance agreement, the Committee may make payments it considers
reasonable in settlement of potential legal claims, such as incidental and professional fees paid by a Director.

a. Bonus Payment. Generally, there is no entitlement to an annual bonus upon cessation of employment
within the first half of the calendar year. The Committee may, at its discretion, make a retroactive
payment on a pro-rated basis during the second half of the calendar year. After year-end but before
completion of an audit, departing employees will be paid the actual bonus earned on the normal bonus
payment date. Departing employees are not eligible for bonus payments if they breach any obligations in
their employment contract, including the period of notice.

b. LTIP Provisions. For employees departing for any reason other than termination for cause , all unvested
time-based awards will immediately lapse or be forfeited. All vested unexercised options and stock
appreciation rights will lapse on the first anniversary date of departure. Performance based awards will
vest on a pro-rated basis based on the performance results to the date of termination. The Committee
has the discretion to accelerate vesting and exercise dates, waive conditions to vesting or exercise, or
extend exercise periods after termination of employment. Discretion is typically used in such
circumstances where Directors are retiring before the last vesting date or leaving employment through ill
health or redundancy. In the case of termination for cause, all time-based awards, unvested
performance-based awards, and unexercised options will immediately lapse or be forfeited on the date
of termination.

LUXFER HOLDINGS PLC

Approval of Report

Richard Hipple, the Chair of the Committee, will attend the forthcoming AGM and will be available to answer any
questions shareholders may have concerning the Directors' remuneration. This Remuneration Report will be
submitted for approval by an advisory vote at the forthcoming AGM.

Signed on behalf of the Board by:

Richard J. Hipple

CHAIR OF THE REMUNERATION COMMITTEE

April 25, 2024

For and on behalf of the Board

LUXFER HOLDINGS PLC

Statement of Directors' Responsibilities in Respect of the Financial
Statements

The directors are responsible for preparing the Annual Report and the financial statements in accordance with
applicable law and regulation.

Company law requires the directors to prepare financial statements for each financial year. Under that law the
directors have prepared the group financial statements in accordance with UK-adopted international accounting
standards and the company financial statements in accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 “Reduced Disclosure
Framework”, and applicable law).

Under company law, 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 for that
period. In preparing the financial statements, the directors are required to:

•

select suitable accounting policies and then apply them consistently;

state whether applicable UK-adopted international accounting standards have been followed for the
group financial statements and United Kingdom Accounting Standards, comprising FRS 101 have been
followed for the company financial statements, subject to any material departures disclosed and
explained in the financial statements;

• make judgements and accounting estimates that are reasonable and prudent; and

•

prepare the financial statements on the going concern basis unless it is inappropriate to presume that
the group and company will continue in business.

The directors are responsible for safeguarding the assets of the group and company and hence for taking
reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are also responsible for keeping adequate accounting records that are sufficient to show and
explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial
position of the group and company and enable them to ensure that the financial statements and the Directors’
Remuneration Report comply with the Companies Act 2006.

The directors are responsible for the maintenance and integrity of the company’s website. Legislation in the
United Kingdom governing the preparation and dissemination of financial statements may differ from legislation
in other jurisdictions.

Directors’ confirmations

In the case of each director in office at the date the directors’ report is approved:

•

so far as the director is aware, there is no relevant audit information of which the group’s and company’s
auditors are unaware; and

they have taken all the steps that they ought to have taken as a director in order to make themselves
aware of any relevant audit information and to establish that the group’s and company’s auditors are
aware of that information.

Independent auditors’ report to the
members of Luxfer Holdings PLC
Report on the audit of the financial statements

Opinion

In our opinion:

•

Luxfer Holdings PLC’s group financial statements and company financial statements (the “financial statements”) give a true and
fair view of the state of the group’s and of the company’s affairs as at 31 December 2023 and of the group’s profit and the
group’s cash flows for the year then ended;
the group financial statements have been properly prepared in accordance with UK-adopted international accounting standards
as applied in accordance with the provisions of the Companies Act 2006;
the company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework”, and
applicable law); and
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements, included within the Annual Report and Financial Statements (the “Annual Report”), which
comprise: the consolidated and company balance sheets as at 31 December 2023; the consolidated income statement, the
consolidated statement of comprehensive income, the consolidated statement of cash flows, and the consolidated and company
statements of changes in equity for the year then ended; and the notes to the financial statements, comprising material accounting
policy information and other explanatory information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our
responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section
of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence
We remained independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial
statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed entities, and we have fulfilled our other
ethical responsibilities in accordance with these requirements.

Our audit approach

Overview
Audit scope

• We performed a full scope audit of four significant reporting units within the group, and additional procedures over selected

financial statement line items in seven other trading and corporate reporting units.

• We also performed audit procedures over the consolidation adjustments for selected financial statement line items.
•

The audit work performed represented 70% of consolidated revenue from continuing operations.

Key audit matters

• Valuation of pension benefit obligations (group and parent)

Materiality

• Overall group materiality: US$1,600,000 (2022: US$2,000,000) based on 5% of three-year average profit on operations before
taxation, adjusted for other operating expenses (2022: profit on operations before taxation, adjusted for other operating
expenses).

• Overall company materiality: US$1,440,000 (2022: US$1,800,000) based on 1% of total assets restricted to 90% of group

materiality.

• Performance materiality: US$1,200,000 (2022: US$1,500,000) (group) and US$1,080,000 (2022: US$1,350,000) (company).

The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements.

Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not
due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of
resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we make on the results
of our procedures thereon, were addressed in the context of our audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.

This is not a complete list of all risks identified by our audit.

The key audit matters below are consistent with last year.

Key audit matter
Valuation of pension benefit obligations (group and
parent)
As described in Notes 1 and 30 to the consolidated
financial statements, and Note 45 of the company
financial statements, the group had pension benefit
obligations of US$234 million as of 31 December 2023.
The pension benefit obligations principally relate to
pension scheme operated in the United Kingdom. The
amounts in the consolidated and company financial
statements related to the pension benefit obligations are
determined from actuarial valuations.
The valuation of the pension benefit obligations requires
estimation in determining appropriate assumptions
including: (i) discount rates; (ii) inflation rates; (iii)
pension increases; and (iv) life expectancy. Differences
in actual experience or changes in these assumptions
can have a material impact on the determination of the
liabilities in the group’s pension schemes.
The pension benefit obligations, and the associated
changes compared to the prior year balances, are
significant in the context of the balance sheet and the
results of the group. The significant judgments and
assumptions made by management when determining
the pension benefit obligations, resulted in a high degree
of auditor judgment, subjectivity and effort to evaluate
them, including the use of professionals with specialized
skill and knowledge.

How our audit addressed the key audit matter

Addressing the matter involved performing procedures
and evaluating audit evidence in connection with forming
our overall opinion on the consolidated financial
statements. These procedures included testing the
effectiveness of controls relating to the valuation of the
pension benefit obligations.

These procedures also included, among others, testing
the completeness, accuracy and relevance of the
underlying data used in the valuation of the pension
benefit obligations.

Professionals with specialized skill and knowledge were
used to assist in (i) testing management’s process for
estimating the pension benefit obligations, (ii) evaluating
the reasonableness of the assumptions used in
calculating the pension benefit obligations, including the
discount rates, inflation rates, pension increases, and life
expectancy assumptions; and (iii) assessing the
appropriateness of management’s methodology in line
with the requirements of IAS 19 - Employee Benefits.

How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements
as a whole, taking into account the structure of the group and the company, the accounting processes and controls, and the industry
in which they operate.

The group is split into three main reporting segments being Gas Cylinders, Elektron and Graphic Arts. These are further split into
four operating segments being Luxfer Gas Cylinders, Luxfer MEL Technologies, Luxfer Graphic Arts and Luxfer Magtech.
Discontinued operations are also presented, representing the Luxfer Superform business unit only.

Each operating segment has multiple management reporting units in a range of different geographies and is structured mainly
across Europe and North America. The financial statements are a consolidation of the group's management reporting units and its
centralized functions.

The management reporting units vary in size and we identified four reporting units from across two countries which required an audit
of their full financial information due to their individual size or risk characteristics. Additionally, we identified seven reporting units,
including corporate reporting units, from across two countries which required an audit of specific financial statement line items to be
performed. In total, these eleven reporting units accounted for 70% of the group’s consolidated revenue from continuing operations.
The group engagement team performed the audit procedures across these reporting units.

The parent company's financial statements comprise one reporting unit which was subject to a full scope audit.

The impact of climate risk on our audit
As part of our audit we made enquiries of management to understand the extent of the potential impact of climate risk on the
group’s and company’s financial statements, and we remained alert when performing our audit procedures for any indicators of the
impact of climate risk. Our procedures did not identify any material impact as a result of climate risk on the group’s and company’s
financial statements.

Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These,
together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit
procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both
individually and in aggregate on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

Overall
materiality
How we
determined it

Rationale for
benchmark
applied

Financial statements - group

US$1,600,000 (2022: US$2,000,000).

5% of three-year average profit on operations before taxation,
adjusted for other operating expenses (2022: profit on
operations before taxation, adjusted for other operating
expenses)
Based on the benchmarks used in the Annual Report, profit on
continuing operations before taxation is the primary measure
used by the shareholders in assessing the performance of the
group, and is a generally accepted auditing benchmark.
Restructuring and other expense were adjusted for as this
provides us with a consistent year on year basis for determining
materiality. We consider using an average of three years to
better reflect what a reader of the financial statements would
consider material.

Financial statements -
company
US$1,440,000 (2022:
US$1,800,000).
1% of total assets restricted to
90% of group materiality

Total assets is appropriate as the
entity is not profit oriented. The
company holds investments in
subsidiaries and therefore total
assets is considered a generally
accepted auditing benchmark.

For each component in the scope of our group audit, we allocated a materiality that is less than our overall group materiality. The
range of materiality allocated across components was between US$240,000 to US$1,200,000. Certain components were audited to
a local statutory audit materiality that was also less than our overall group materiality.

We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and
undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our
audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example in
determining sample sizes. Our performance materiality was 75% (2022: 75%) of overall materiality, amounting to US$1,200,000
(2022: US$1,500,000) for the group financial statements and US$1,080,000 (2022: US$1,350,000) for the company financial
statements.

In determining the performance materiality, we considered a number of factors - the history of misstatements, risk assessment and
aggregation risk and the effectiveness of controls - and concluded that an amount at the upper end of our normal range was
appropriate.

We agreed with those charged with governance that we would report to them misstatements identified during our audit above
US$160,000 (group audit) (2022: US$200,000) and US$144,000 (company audit) (2022: US$200,000) as well as misstatements
below those amounts that, in our view, warranted reporting for qualitative reasons.

Conclusions relating to going concern
Our evaluation of the directors’ assessment of the group's and the company’s ability to continue to adopt the going concern basis of
accounting included:

•
•
•

•

evaluating and assessing the process by which the directors' future cash flow forecasts were prepared;
reviewing the arithmetical accuracy of the directors' forecasts;
evaluating and assessing the directors' key assumptions in the going concern assessment over the period to June 2025,
which included consideration of the likelihood of a change in the forecast that would be considered significant for the
purposes of the directors' going concern assessment;
obtaining the terms of the group’s financing facility and the covenants in place in relation to this facility, and determining
that the directors' forecast demonstrated compliance with all covenant conditions for at least 12 months from the date of
the approval of the financial statements;
gaining an understanding of the potential mitigating actions that the directors could implement to meet the requirements of
the covenants; and
reviewing the directors' disclosures in the financial statements.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the group's and the company’s ability to continue as a going concern for a
period of at least twelve months from when the financial statements are authorised for issue.

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.

However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the group's and the
company's ability to continue as a going concern.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of
this report.

Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’
report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the
other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this
report, any form of assurance thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or
otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are
required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material
misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact. We have nothing to report based on these responsibilities.

With respect to the Strategic report and Directors' Report, we also considered whether the disclosures required by the UK
Companies Act 2006 have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and
matters as described below.

Strategic report and Directors’ Report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors'
Report for the year ended 31 December 2023 is consistent with the financial statements and has been prepared in accordance with
applicable legal requirements.

In light of the knowledge and understanding of the group and company and their environment obtained in the course of the audit, we
did not identify any material misstatements in the Strategic report and Directors' Report.

Directors’ Remuneration
In our opinion, the part of the Directors' Remuneration Report to be audited has been properly prepared in accordance with the
Companies Act 2006.

Responsibilities for the financial statements and the audit

Responsibilities of the directors for the financial statements
As explained more fully in the Statement of Directors' Responsibilities in Respect of the Financial Statements, the directors are
responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that
they give a true and fair view. The directors are also responsible for such internal control as they determine is necessary to enable
the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group’s and the company’s ability to continue as
a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless
the directors either intend to liquidate the group or the company or to cease operations, or have no realistic alternative but to do so.

Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a
high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud, is detailed below.

Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws and
regulations related to health and safety regulations, ISO standards and environmental legislation in the countries where the group
has more significant operations, and we considered the extent to which non-compliance might have a material effect on the financial
statements. We also considered those laws and regulations that have a direct impact on the financial statements such as local and
international tax legislation and the Companies Act 2006. We evaluated management’s incentives and opportunities for fraudulent
manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were
related to posting inappropriate journal entries to manipulate financial results, including relating to revenue recognition and adjusted
earnings before interest, tax and amortisation, and management bias in accounting estimates. Audit procedures performed by the
engagement team included:
•

obtaining an understanding of the legal and regulatory framework applicable to the group and how the group is complying with
that framework;
discussions with management, the Audit Committee, general counsel and internal audit, including consideration of known or
suspected instances of non-compliance with laws and regulations and fraud;
reviewing minutes of meetings of those charged with governance;
challenging assumptions and judgements made by management in their significant accounting estimates, including but not
limited to the impairment of non-financial assets and assessment of pension obligations;
reviewing internal audit reports;
incorporating an element of unpredictability into our audit procedures; and
identifying and testing journal entries, in particular any journal entries posted with unusual account combinations impacting
financial results, revenue recognition and adjusted earnings before interest, tax and amortisation.

•

•
•

•
•
•

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-
compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the
risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may
involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing
techniques. However, it typically involves selecting a limited number of items for testing, rather than testing complete populations. We will
often seek to target particular items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to
enable us to draw a conclusion about the population from which the sample is selected.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/
auditorsresponsibilities. This description forms part of our auditors’ report.

Use of this report

This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with
Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume
responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save
where expressly agreed by our prior consent in writing.

Other required reporting

Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:

• we have not obtained all the information and explanations we require for our audit; or
•

adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from
branches not visited by us; or
certain disclosures of directors’ remuneration specified by law are not made; or
the company financial statements and the part of the Directors' Remuneration Report to be audited are not in agreement with the
accounting records and returns.

•
•

•

We have no exceptions to report arising from this responsibility.

Gregory Briggs (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Manchester
25 April 2024

LUXFER HOLDINGS PLC

CONSOLIDATED INCOME STATEMENT

YEAR ENDED 31 DECEMBER, 2023

All amounts in millions, except share and per share data

REVENUE
Cost of sales
GROSS PROFIT
Distribution costs
Administrative expenses
Other operating expenses
OPERATING PROFIT
Finance costs
(LOSS) / PROFIT ON OPERATIONS BEFORE TAXATION
Income tax credit / (expense)
PROFIT FROM CONTINUING OPERATIONS
Net profit / (loss) from discontinued operations
PROFIT FOR THE YEAR
Attributable to:
Equity shareholders from continuing operations
Equity shareholders from discontinuing operations

Earnings per share:
Basic from continuing operations
Basic from profit for the year

Diluted from continuing operations
Diluted from profit for the year

Weighted average number of ordinary shares outstanding:
For basic earnings per share
Dilutive effect of potential common stock
For diluted earnings per share

LUXFER HOLDINGS PLC

Note
2

6
4
8

2023
$M

2022
$M

405.0
(320.5)
84.5
(7.1)
(52.8)
(19.1)
5.5
(6.9)
(1.4)
2.5
1.1
0.7
1.8

1.1
0.7
1.8

423.4
(316.3)
107.1
(11.3)
(47.3)
(2.7)
45.8
(6.9)
38.9
(6.6)
32.3
(5.1)
27.2

32.3
(5.1)
27.2

0.04
0.07

1.18
1.00

1.17
0.99

26,897,556
123,403
27,020,959

27,304,847
236,355
27,541,202

LUXFER HOLDINGS PLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

YEAR ENDED 31 DECEMBER, 2023

Net income for the year

Other comprehensive income / (loss)

LUXFER HOLDINGS PLC

Note

2023
$M

2022
$M

1.8

27.2

Items that may be reclassified to the consolidated income statement:

Exchange differences on translation of foreign operations

6.8

(15.2)

Items that will not be reclassified to the consolidated income statement:

Remeasurement of defined benefit retirement plans

Deferred income taxes on retirement benefits remeasurements
Retirement benefits changes

Total other comprehensive income / (loss) for the year
Total comprehensive income for the year

Attributed to:

Total comprehensive income from continuing operations

Total comprehensive income / (loss) from discontinued operations
Equity shareholders

10.9

(3.1)
7.8

14.6
16.4

15.7

0.7
16.4

15.3

(4.1)
11.2

(4.0)
23.2

28.3

(5.1)
23.2

LUXFER HOLDINGS PLC

CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 2023

LUXFER HOLDINGS PLC

December 31, 2023 December 31, 2022

Note

ASSETS

Non-current assets

Property, plant and equipment

Right-of-use assets

Intangible assets

Investments

Deferred tax assets

Post employment benefit assets

Current assets

Inventories

Trade and other receivables

Cash and cash equivalents

Held-for-sale assets

Total current assets

TOTAL ASSETS

EQUITY AND LIABILITIES

Capital and reserves

Ordinary share capital

Share premium account

Treasury shares

Retained earnings

Own shares held by ESOP

Share based compensation reserve

Translation reserve

Merger reserve

Non-current liabilities

Bank and other loans

Post employment benefit liabilities

Lease liability

Deferred tax liabilities

Provisions

Trade and other payables

Current liabilities

Bank and other loans

Trade and other payables
Current tax liabilities

Lease liability

Provisions

Overdrafts

Held-for-sale liabilities

Total liabilities

TOTAL EQUITY AND LIABILITIES

63.8

15.4

68.8

0.4

3.4

40.3

192.1

95.9

61.5

2.6

8.9

168.9

361.0

26.5

232.1

(22.9)

367.1

(0.9)

(9.9)

(58.2)

(333.8)

200.0

67.6

0.1

15.1

10.2

2.8

—

95.8

—

48.4
0.2

4.7

3.4

4.6

3.9

65.2

161.0

361.0

77.7

19.8

67.7

0.4

3.0

27.0

195.6

111.1

67.8

12.9

9.3

201.1

396.7

26.5

231.3

(20.4)

371.5

(1.0)

(11.2)

(65.0)

(333.8)

197.9

56.2

1.6

18.2

10.9

2.5

0.2

89.6

25.0

68.8
2.0

4.7

3.7

—

5.0

109.2

198.8

396.7

THE FINANCIAL STATEMENTS ON PAGES 86 TO 151 WERE APPROVED BY THE BOARD ON APRIL 25, 2024 AND SIGNED ON ITS
BEHALF:

Andy Butcher,

April 25, 2024

Company Registration no. 03690830

LUXFER HOLDINGS PLC

CONSOLIDATED STATEMENT OF CASH FLOWS

YEAR ENDED 31 DECEMBER, 2023

The amounts below include both continuing and discontinued operations.

LUXFER HOLDINGS PLC

Note

2023

2022

RECONCILIATION OF CASH FLOWS FROM OPERATING ACTIVITIES

Net income for the year

Adjustments to reconcile net income for the year to net cash flows from continuing operating activities:

9
4

6
8
11

Income taxes

Depreciation and amortization

Amortization of debt issue costs

Lease right-of-use asset depreciation

Lease right-of-use asset impairment

Property, plant and equipment impairment

Share based compensation charges net of cash settlement

Net interest costs

Non-cash restructuring charges:

Property, plant and equipment impairment

Inventory impairment

IAS 19R retirement benefits finance charge

Loss on disposal of business

Changes in operating assets and liabilities:

Movement in receivables

Movement in inventories

Movement in payables

Movement in retirement benefits obligations

Movement in provisions

Income taxes paid

NET CASH FLOWS FROM OPERATING ACTIVITIES - CONTINUING

Net cash flows from operating activities - discontinued

NET CASH FLOWS FROM OPERATING ACTIVITIES

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of property, plant and equipment

Receipts from sales of property, plant and equipment

Settlements from sale of businesses

NET CASH FLOWS USED IN INVESTING ACTIVITIES - CONTINUING

Net cash flows used in investing activities - discontinued

NET CASH FLOWS USED IN INVESTING ACTIVITIES

CASH FLOWS FROM FINANCING ACTIVITIES

Interest and similar finance costs paid on banking facilities

Interest paid on Loan Notes

Repayment of loan notes

Net drawdown of long-term borrowings
Debt issue costs

Payments in respect of leases - Capital

Payments in respect of leases - Interest

Dividends paid

Deferred share buyback

Share buyback

NET CASH FLOWS USED IN FINANCING ACTIVITIES

NET (DECREASE) / INCREASE IN CASH AND CASH EQUIVALENTS

Net foreign exchange differences

Cash and cash equivalents at January 1
Cash and cash equivalents at December 31

1.8

(2.5)

12.7

0.4

3.3

1.6

11.1

2.4

7.1

2.2

1.0

(1.1)

—

15.3

16.6

(29.2)

(2.5)

—

(3.3)

36.9

0.1

37.0

(9.4)

—

(9.4)

(0.1)

(9.5)

(4.5)

(1.9)

(25.0)

10.2
(0.2)

(3.8)

(0.9)

(14.0)

—

(2.7)

(42.8)

(15.3)

0.4

12.9
(2.0)

27.2

6.6

13.6

0.5

4.4

2.6

—

1.1

4.8

—

1.6

1.0

(27.8)

(25.0)

20.0

(0.4)

(7.0)

(0.6)

22.6

0.1

22.7

(8.3)

3.7

(1.0)

(5.6)

(0.1)

(5.7)

(1.5)

(2.5)

—

24.8
—

(3.3)

(0.9)

(14.2)

(0.1)

(11.1)

(8.8)

8.2

(1.7)

6.4
12.9

LUXFER HOLDINGS PLC

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

YEAR ENDED 31 DECEMBER, 2023

At January 1, 2022

Net income for the year

Currency translation differences

Remeasurement of defined benefit retirement plans
Deferred income taxes on items taken to other

comprehensive income

Total comprehensive income for the year

Equity dividends

Equity settled share based compensation charges

Utilization of treasury shares

Utilization of shares from ESOP

Repurchase of own shares

Cancellation of deferred shares

Other changes in equity in the year

At December 31, 2022

Net income for the year

Currency translation differences

Remeasurement of defined benefit retirement plans

Deferred income taxes on items taken to other

comprehensive income

Total comprehensive income for the year

Equity dividends

Equity settled share based compensation charges

Utilization of treasury shares

Utilization of shares from ESOP

Repurchase of own shares

Other changes in equity in the year

At December 31, 2023

Equity attributable to the equity shareholders of the parent

Ordinary
share
capital

Deferred
share
capital

Share
premium
account

Treasury
shares

Retained
earnings

Own
shares
held
by ESOP

Other
Reserves
(1)

Note

Total
equity

26.5

149.9

79.7

(9.6)

347.3

(1.1)

(393.7)

199.0

—

26.5

—

26.5

—

0.1

1.7

—

(149.9)

149.8

—

0.3

—

(11.1)

—

27.2

—

15.3

(4.1)

38.4

(14.2)

—

(149.9)

151.6

(10.8)

(14.2)

—

0.1

—

0.1

—

27.2

(15.2)

—

(15.2)

—

2.5

(0.8)

(2.8)

—

15.3

(4.1)

23.2

(14.2)

2.5

(0.4)

(1.0)

(11.1)

(0.1)

(1.1)

(24.3)

—

231.3

(20.4)

371.5

(1.0)

(410.0)

197.9

—

0.8

—

0.8

—

0.2

—

(2.7)

(2.5)

1.8

—

10.9

(3.1)

9.6

(14.0)

—

(14.0)

—

0.1

—

0.1

—

6.8

—

6.8

—

2.8

(0.3)

(1.2)

—

1.3

1.8

6.8

10.9

(3.1)

16.4

(14.0)

2.8

(0.1)

(0.3)

(2.7)

(14.3)

232.1

(22.9)

367.1

(0.9)

(401.9)

200.0

(1)

Other reserves include, a translation reserve of $58.2 million deficit (2022: deficit of $65.0 million), a merger reserve of $333.8 million deficit (2022:
$333.8 million deficit) and a share based compensation reserve of $9.9 million deficit (2022: $11.2 million deficit).

LUXFER HOLDINGS PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

All amounts in millions, except share and per share data

1. Material accounting policies

Basis of preparation and statement of compliance with IFRS

The consolidated financial statements have been prepared in accordance with UK-adopted international
accounting standards in conformity with the requirements of the Companies Act 2006 as they apply to the
consolidated financial statements of the Group for the year ended December 31, 2023. The consolidated
financial statements have been prepared on a historical cost basis, except where IFRS requires or permits fair
value measurement.

The financial statements of Luxfer Holdings PLC have been prepared in accordance with UK-adopted
International Accounting Standards and with the requirements of the Companies Act 2006 as applicable to
companies reporting under those standards.

The directors have a reasonable expectation that the Group has adequate resources to continue in operational
existence for the foreseeable future. In assessing the appropriateness of adopting the going concern basis in the
preparation of these financial statements, cash forecasts and projections have been prepared to June 2025.
There is sufficient headroom in our covenant compliance which would enable the Group to drawdown on the
Revolving Credit Facility ("RCF") and not impact the Group's ability to continue as a going concern. Therefore
the directors continue to apply the going concern basis for accounting in the preparation of the consolidated
financial statements.

For the purpose of the accompanying consolidated financial statements, subsequent events have been
evaluated through to April 25, 2024, which is the date the consolidated financial statements were authorized by
the Board. The consolidated financial statements were issued on April 25, 2024.

Basis of consolidation

The consolidated financial statements comprise the financial statements of Luxfer Holdings PLC and its
subsidiaries (the "Group") at December 31 each year. These financial statements present the Consolidated
Income Statement, Consolidated Statement of Comprehensive
Income, Consolidated Balance Sheet,
Consolidated Cash Flow Statement and Consolidated Statement of Changes in Equity, for the year ending
December 31, 2023, along with prior year comparatives for the year ending December 31, 2022. The financial
statements of the subsidiaries are prepared for the same reporting year as the parent company, using consistent
accounting policies. All inter-company balances and transactions, including unrealized profits arising from intra-
group transactions, have been eliminated in full.

Subsidiaries are consolidated from the date on which control is transferred to the Group and cease to be
consolidated from the date on which control is transferred out of the Group.

The material accounting policies which follow, set out those polices which apply in preparing the consolidated
financial statements for the years ended December 31, 2022 and December 31, 2023.

Parent Company Guarantee

In accordance with S479A of the Companies Act 2006, Luxfer Holdings PLC has provided a parent company
guarantee for the below listed subsidiaries, meaning that for the year ended December 31, 2023, they are
exempt from audit.

Parent Company Guarantee (continued)

Name of Company

Lumina Trustee Limited

Luxfer Gas Cylinders China Holdings Limited

Luxfer Group Limited

Luxfer Group 2000 Limited

Luxfer Group Services Limited

Luxfer Overseas Holdings Limited

Presentational and functional currency

LUXFER HOLDINGS PLC

Company registered number

6055812

5165622

3944037

4027006

3981395

3081726

The consolidated financial statements are presented in U.S. dollars and all values are rounded to the nearest
$0.1 million except when otherwise indicated. The books of the Group's non-U.S. entities are converted to U.S.
dollars at each reporting period date in accordance with the accounting policy below.

The functional currency of the holding company Luxfer Holdings PLC is USD. The functional currency of UK
subsidiaries is GBP.

Business combinations and goodwill

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured
as the aggregate of the consideration transferred, measured at acquisition date fair value, and the amount of any
non-controlling interest in the acquiree. The choice of measurement of non-controlling interest, either at fair
value or at the proportionate share of the acquiree's identifiable net assets, is determined on a transaction by
transaction basis. Acquisition costs are expensed as incurred.

Goodwill is initially measured at cost, being the excess of the aggregate of the acquisition-date fair value of the
consideration transferred and the amount recognized for the non-controlling interest over the net identifiable
amounts of the assets acquired and the liabilities assumed in exchange for the business combination. After initial
recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of
impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to the
Group's cash generating units that are expected to benefit from the combination. Goodwill is tested at least
annually for impairment, or more frequently if events or changes in circumstances indicate that the asset is
impaired.

Goodwill arising on acquisitions before the date of transition to IFRS has been retained at the previous
U.K. GAAP amounts subject to being tested for impairment at that date and in subsequent years.

A bargain purchase is measured at cost being the excess of the net identifiable amounts of the assets acquired
and the liabilities assumed in exchange for the business combination over the aggregate of the acquisition-date
fair value of the consideration transferred and the amount recognized for the non-controlling interest. Any
amount of a bargain purchase is recognized immediately as income.

Contingent consideration arising as a result of a business combination is recognized at fair value at the
acquisition date. Subsequent changes in the fair value of contingent consideration classified as an asset or
liability are accounted for in accordance with the relevant IFRS standards.

Other intangible assets

Other intangible assets excluding development costs, are measured initially at purchase cost, or where acquired
in a business combination at fair value, and are amortized on a straight-line basis over their estimated useful
lives as shown in the table below.

Research expenditure is expensed as incurred. Internal development expenditure is charged as administrative
costs to the consolidated income statement in the year it is incurred unless it meets the recognition criteria of
IAS 38 "Intangible Assets". Where the recognition criteria are met, intangible assets are capitalized and
amortized over their estimated useful economic lives from product launch, as shown in the table below.
Intangible assets relating to products in development are subject to impairment testing at each balance sheet
date or earlier upon indication of impairment.

Other intangible assets (continued)

Trading and technology related

Customer related

Development costs

Software

LUXFER HOLDINGS PLC

14 – 25 years

15 - 25 years

5 – 10 years

4 – 7 years

Amortisation expense is recognised within administrative expenses in the income statement.

The carrying values are reviewed for impairment when events or changes in circumstances indicate that the
carrying value may not be recoverable. Reviews are made annually of the estimated remaining lives and residual
values of the patents and trademarks.

Revenue

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. The
majority of the Company’s contracts have a single performance obligation, as the promise to transfer the
individual goods or services is not separately identifiable from other promises in the contracts and, therefore, not
distinct. There is no variable consideration or obligations for returns, refunds, or other related obligations in the
Company’s contracts.

Payment terms and conditions vary by contract type and may include a requirement of payment in advance. In
general, our payment terms are 30 to 60 days. In instances where the timing of revenue recognition differs from
the timing of invoicing, the Company has determined its contracts do not include a significant financing
component.

The Company’s revenue is primarily derived from the following sources and are recognized when or as the
Company satisfies a performance obligation by transferring a good or service to a customer:

Product revenues
We recognize revenue when it is realised or realisable and has been earned. Revenue is recognised when the
following are met: (i) persuasive evidence of an arrangement exists; (ii) shipment or delivery has occurred
(depending on the terms of the sale), which is when the transfer of product or control occurs; (iii) our price to the
buyer is fixed or determinable; and (iv) the ability to collect is reasonably assured. Transaction prices are
determined depending on terms agreed with customers, revenue is recognized in line with the amount invoiced
to customers.

Property, plant and equipment

Property, plant and equipment is stated at cost less accumulated depreciation and any impairment in value.
Depreciation is initially calculated on a straight-line basis over the estimated useful life of the particular asset. As
a result of the complexity of our manufacturing process, there is a wide range of plant and equipment in
operation. The rate of annual charge is summarized as follows:

Freehold buildings

Leasehold land and buildings

Plant and equipment

Including:

Heavy production equipment (including casting, rolling, extrusion and press equipment)

Chemical production plant and robotics

Other production machinery

Furniture, fittings, storage and equipment

Freehold land and Capital Work in Progress are not depreciated.

3% – 10%

The lesser of life of
lease or freehold rate

4% – 30%

4% – 6%

10% – 15%

10% – 20%

10% – 30%

LUXFER HOLDINGS PLC

Property, plant and equipment (continued)

Reviews are made annually of the estimated remaining lives and residual values of individual productive assets,
taking account of commercial and technological obsolescence as well as normal wear and tear.

For any individual asset the carrying value is reviewed for impairment when events or changes in circumstances
indicate the carrying value may not be recoverable. If any such indication exists and where the carrying value
exceeds the estimated recoverable amount, the asset is written-down to its recoverable amount. The
recoverable amount of property, plant and equipment is the greater of the fair value less costs of disposal and
the value in use. In assessing the value in use, the estimated future cash flows are discounted to their present
value using a pre-tax discount rate that reflects current market assessments of the time value of money and the
risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable
amount is determined for the cash-generating unit to which the asset belongs. Impairment losses are recognized
in the consolidated income statement as part of the profit or loss on operations before taxation.

During the Company's recently commenced strategic review, in December 2023, the Company determined that
the Graphic Arts business no longer aligns with the overall Luxfer strategy and have initiated a process to divest
the Graphic Arts business in 2024. As a result of such decision and its impact on the Company's hold period, a
$12.7 million impairment charge has been recognized in 2023, disclosed as other operating expenses in the
consolidated income statement, relating to right of use assets, $1.6 million, and property, plant and equipment,
$11.1 million, in our Graphic Arts segment.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are
expected to arise from the continued use of the asset. Any gain or loss arising on derecognition of the asset
(calculated as the difference between the net disposal proceeds and the carrying value of the item) is included in
the consolidated income statement in the year the item is derecognised.

Maintenance costs in relation to an item of property, plant and equipment are expensed as incurred.

Inventories

Inventories are stated at the lower of cost and net realizable value. Raw materials are valued on a first-in, first-
out basis. Strategic purchases of inventories in order to secure supply and reduce the impact of price volatility on
the cost of inventories are valued on an average cost basis. Work in progress and finished goods costs comprise
direct materials and, where applicable, direct labor costs, an apportionment of production overheads and any
other costs that have been incurred in bringing the inventories to their present location and condition. Net
realizable value represents the estimated selling price less all estimated costs of completion and costs to be
incurred in selling and distribution. Inventories are reviewed on a regular basis, and we will make allowance for
excess or obsolete inventories and write-down to net realizable value based primarily on committed sales prices
and our estimates of expected and future product demand and related pricing.

Held-for-sale assets / liabilities

In accordance with IFRS 5, assets and liabilities held-for-sale are written down to their fair value less costs to
sell. These are measured at the lower of their carrying value and fair value less costs to sell except for assets
such as deferred tax assets and assets arising from employee benefits and classified as held-for-sale on the
face of the consolidated balance sheet. Impairments recognized on the assets and liabilities will be taken to the
income statement and presented within other operating expenses.

If an asset or liability is no longer available for sale, then they will be reclassified within their relevant asset or
liability financial statement line and held at amortized cost.

Foreign currencies

Transactions in currencies other than an operation's functional currency are initially recorded in the functional
currency at the rate of exchange prevailing on the dates of transactions. At each balance sheet date, the foreign
currency monetary assets and liabilities are translated into the functional currency at the rates prevailing on the
balance sheet date.

LUXFER HOLDINGS PLC

Foreign currencies (continued)

All differences are taken to the consolidated income statement with the exception of differences on foreign
currency borrowings that provide a hedge against a net investment in a foreign entity. These are taken directly to
equity until the disposal of the net investment, at which time they are recognized in the consolidated income
statement. Tax charges and credits attributable to exchange differences on those borrowings are also dealt with
in equity.

On consolidation, the assets and liabilities of the Group's foreign operations are translated at exchange rates
prevailing on the balance sheet date. Income and expense items are translated at the average exchange rates
for the period. Exchange differences that arise, if any, are classified as equity and transferred to the Group's
translation reserve. Such translation differences are recognized in the consolidated income statement in the
period in which the operation is disposed or partially disposed.

Income taxes

Current income taxes

Current income tax assets and liabilities for the current period are measured at the amount expected to be
recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are
those that are enacted, or substantively enacted, at the reporting date in the countries where the Group operates
and generates taxable income.

Current income taxes relating to items recognized directly in equity is recognized in equity and not in the
consolidated income statement. Management periodically evaluates positions taken in the tax returns with
respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions
where appropriate.

Deferred income taxes

Deferred income taxes are the future income taxes expected to be payable or recoverable on differences
between the carrying values of assets and liabilities in the consolidated financial statements and the
corresponding tax bases used in the computation of taxable profit, and are accounted for using the balance
sheet liability method. Deferred income tax liabilities are generally recognized for all taxable temporary
differences. Deferred income tax assets are recognized to the extent that it is probable that taxable profits will be
available against which deductible temporary differences can be utilized. Such assets and liabilities are not
recognized if the temporary difference arises from goodwill or from the initial recognition (other than in a
business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the
accounting profit.

Deferred income tax liabilities are recognised for taxable temporary differences arising on investments in
subsidiaries, investments in associates, and interests in joint ventures, except where the Group is able to control
the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the
foreseeable future.

The carrying value of a deferred income tax asset is reviewed at each balance sheet date and reduced to the
extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to
be recovered.

Deferred income taxes are calculated at the tax rate that is expected to apply in the period when the liability is
settled or the asset is realized based on tax rates and tax laws that have been enacted or substantively enacted
at the balance sheet date. Deferred income taxes are charged or credited to the consolidated income statement,
except when it relates to items charged or credited directly to equity, in which case the deferred income taxes
are also dealt with in equity.

Leases

The Group leases various buildings, equipment and vehicles. Rental contracts are typically made for fixed
periods of 12 months to 10 years, but may have extension options. Contracts may contain both lease and non-
lease components. The Group allocates the consideration in the contract to the lease and non-lease
components based on their relative stand-alone prices. Lease terms are negotiated on an individual basis and
contain a wide range of different terms and conditions. The lease agreements do not impose any covenants
other than the security interests in the leased assets that are held by the lessor. Leased assets may not be used
as security for borrowing purposes.

LUXFER HOLDINGS PLC

Leases (continued)

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include
the net present value of the following lease payments:

•

fixed payments (including in-substance fixed payments), less any lease incentives receivable

variable lease payment that are based on an index or a rate, initially measured using the index or rate as
at the commencement date

amounts expected to be payable by the group under residual value guarantees

the exercise price of a purchase option if the group is reasonably certain to exercise that option, and

payments of penalties for terminating the lease, if the lease term reflects the group exercising that
option.

Lease payments to be made under reasonably certain extension options are also included in the measurement
of the liability. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot
be readily determined, which is generally the case for leases in the Group, the lessee’s incremental borrowing
rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain
an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security
and conditions.

The group is exposed to potential future increases in variable lease payments based on an index or rate, which
are not included in the lease liability until they take effect. When adjustments to lease payments based on an
index or rate take effect, the lease liability is reassessed and adjusted against the right-of-use asset. Lease
payments are allocated between principal and finance cost.

Right-of-use assets are measured at cost comprising the following:

•

the amount of the initial measurement of lease liability

any lease payments made at or before the commencement date less any lease incentives received

any initial direct costs, and

restoration costs.

Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a
straight-line basis. If the Group is reasonably certain to exercise a purchase option, the right-of-use asset is
depreciated over the underlying asset’s useful life. Payments associated with short-term leases of equipment
and vehicles and all leases of low-value assets are recognized on a straight-line basis as an expense in profit or
loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise IT
equipment and small items of office furniture.

Retirement benefits costs

In respect of defined benefit plans, obligations are measured at the present value whilst plan assets are
recorded at fair value. The cost of providing benefits is determined using the Projected Unit Credit Method, with
actuarial valuations being carried out at each balance sheet date.

The charge to the consolidated income statement is based on an actuarial calculation of the Group's portion of
the annual expected costs of the benefit plans and the net interest cost, which is calculated by applying the
discount rate to the net defined benefit obligation, taking into account contributions and benefits paid. Re-
measurements are recognized in the statement of comprehensive income.

When a settlement or curtailment occurs the obligation and related plan assets are remeasured using current
actuarial assumptions and the resultant gain or loss recognized in the consolidated income statement in the
period in which the settlement or curtailment occurs. At December 31, 2023 the UK pension plan was in a
surplus position and the non-U.K. plans were in a deficit position.. Management have assessed that it is
appropriate to recognise the UK surplus in line the requirements of IFRIC 14 and IAS 19.

Payments to defined contribution plans are charged as an expense as they fall due.

Provisions

Provisions are recognised when the Group has a present obligation as a result of a past event, it is probable that
a transfer of resources will be required to settle the obligation, and a reliable estimate can be made of the
amount of the obligation.

LUXFER HOLDINGS PLC

Earnings per share

Basic earnings per share are computed by dividing net income for the period by the weighted-average number of
ordinary shares outstanding, net of Treasury shares and shares held in ESOP. Diluted earnings per share are
computed by dividing net income for the period by the weighted average number of ordinary shares outstanding
and the dilutive ordinary share equivalents.

Share based compensation

The cost of equity settled transactions is recognized, based upon the fair value at grant date, together with a
corresponding increase in the share based compensation reserve in equity, over the period in which the
performance or service conditions are fulfilled. The cumulative expense recognized for equity settled
transactions at each reporting date until the vesting date reflects the extent to which the vesting period has
expired and the Group's best estimate of the number of equity instruments that will ultimately vest. The
consolidated income statement expense or credit for a period represents the movement in cumulative expense
recognized at the beginning and end of that period.

Separate disclosure of expenses or income

Certain items of expense or income are presented separately within other operating expenses, on the face of the
Consolidated Income Statement, based on management's judgment that they need to be disclosed by virtue of
their size, nature or incidence in order to provide a proper understanding of our results of operations and
financial condition. Such items of expense or income incurred during a period are disclosed under identifiable
headings in the Consolidated Income Statement and further explained in Note 6 to the consolidated financial
statements. Examples of such items include but are not limited to:

•

Restructuring of the activities of the Group and reversals of any provisions for the costs of restructuring;

write-downs to net realisable value or of property, plant and equipment to recoverable amount, as well as
reversals of such write-downs;

disposals of items of property, plant and equipment;

disposals of investments and subsidiaries;

discontinued operations;

litigation settlements; and

other material reversals of provisions.

The nature of the items of expense or income is considered to determine whether the item should be presented
as part of operating profit or loss or as other expenses or income. Management believes that the use of separate
disclosures, such as this provides additional useful information on underlying trends to shareholders.

Cash and cash equivalents

Cash and cash equivalents in the balance sheet comprise cash at bank and in hand, short-term deposits with an
original maturity date of three months or less, readily convertible to a known amount of cash and subject to an
insignificant risk of changes in value. For the purpose of the consolidated cash flow statement, cash and cash
equivalents consist of cash and cash equivalents as defined above, but net of bank overdrafts.

Trade and other receivables

Trade receivables are recognized initially at the amount of consideration that is unconditional. The Group holds
the trade receivables with the objective of collecting the contractual cash flows, and so it measures them
subsequently at amortized cost using the effective interest method.

The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime
expected loss allowance for all trade receivables and contract assets.

To measure the expected credit losses, trade receivables and contract assets have been grouped based on
shared credit risk characteristics and the days past due.

The expected loss rates are based on the payment profiles of sales over a period of 36 months before
December 31, 2023 and the corresponding historical credit losses experienced within this period. The historical
loss rates are adjusted to reflect current and forward looking information on macroeconomic factors affecting the
ability of the customers to settle the receivables.

Trade receivables and contract assets are written off where there is no reasonable expectation of recovery. The
maximum exposure at the end of the reporting period is the carrying amount of these receivables.

LUXFER HOLDINGS PLC

Bank and other loans

Bank and other loans are recorded at the fair value of the proceeds received net of directly attributable
transaction costs. Issue costs relating to revolving credit facilities are charged to the consolidated income
statement over the estimated life of the facility on a periodic basis and are added to the carrying value of the
facility. Issue costs relating to fixed term loans are charged to the consolidated income statement using the
effective interest method and are added to the carrying value of the fixed term loan.

Bank and other loan interest

Finance costs related to bank and other loans are charged to the income statement when incurred.

Trade payables

Trade payables are not interest bearing and are stated at their nominal value.

Derivative financial instruments

The Group uses derivative financial instruments such as foreign currency contracts to hedge its risks associated
with foreign currency fluctuations. Such derivative financial instruments are stated at fair value. Gains and losses
arising from derivative financial instruments are recognized directly in the consolidated income statement.

Financial liabilities and equity instruments

Financial liabilities and equity instruments issued by the Group are recorded at the proceeds received, net of
direct issue costs.

Financial liabilities and equity instruments are all instruments that are issued by the Group as a means of raising
finance, including shares, loan notes, debentures, debt instruments and options and warrants that give the
holder the right to subscribe for or obtain financial liabilities and equity instruments.

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting
all of its liabilities. All equity instruments are included in shareholders' funds. Other instruments are classified as
financial liabilities if they contain a contractual obligation to transfer economic benefits.

Critical accounting judgments and key sources of estimation uncertainty

The key assumptions concerning the future, and other key sources of estimation uncertainty at the balance
sheet date, that have a significant risk of causing a material adjustment to the carrying values of assets and
liabilities within the next financial year, are discussed below. The judgments used by management in the
application of the Group's material accounting policies in respect of these key areas of estimation are considered
to be the most significant. The below policies include both elements of judgments and estimates.

Pensions

The present value of future obligations of pensions are determined from actuarial valuations. Inherent in these
valuations are assumptions, including: (i) discount rates; (ii) inflation rates; (iii) pension increases; and (iv) life
expectancy. These assumptions are determined in association with qualified actuaries. Due to the long-term
nature of these plans, such estimates are subject to significant uncertainty. The net pension assets at
December 31, 2023 are $40.2 million (2022: $25.4 million). Further details are given in Note 30.

(i) Discount rate

The discount rate used represents the annualized yield based on a cash flow matched methodology with
reference to an AA corporate bond spot curve and having regard to the duration of the Plan’s liabilities. This yield
produced a weighted-average discount rate for our U.K. plans of 4.50% in 2023 and 4.80% in 2022. The
discount rate on our U.S. plans was 5.10% in 2022 and not applicable for 2023 since the plan was sold. There
are no known or anticipated changes in our discount rate assumption that will impact our pension expense in
2023. To indicate the sensitivity of results to this assumption, a 0.1% per annum increase in the discount rate for
our U.K. plans would reduce the value of the liabilities and therefore increase the pension surplus by
approximately $2.0 million and increase the projected 2023 income statement credit by approximately $0.2
million.

LUXFER HOLDINGS PLC

Critical accounting judgments and key sources of estimation uncertainty (continued)

Pensions (continued)

(ii) Inflation rate

In September 2019, the UK Statistics Authority announced plans to reform the RPI inflation index. On November
25, 2020, the government and UK Statistics Authority confirmed these plans to reform the RPI index to bring it
into line with the CPIH index from 2030, with no compensation for the holders of index-linked gilts. Inflation
measured by the CPIH is consistently significantly lower than that measured by RPI, and therefore, these plans
imply a significant expected reduction in RPI inflation from 2030 onwards. As a result we have taken a stepped
approach and used different inflation rates pre and post 2030. To indicate the sensitivity of results to the CPI
assumption, a 0.1% per annum decrease in all CPI-linked assumptions, (including pension increases) for our
U.K. plan, would reduce the value of the liabilities and therefore increase the pension surplus at December 31,
2022 by approximately $1.0 million.

(iii) Pension increases

The pension increase assumptions have been set with reference to the corresponding CPI inflation assumption
and take account of the caps and floors applicable to the various components of pension indexation. Life
expectancy The life expectancies of male and female members aged 65 on 31 December 2023 are assumed to
be 21.2 and 23.1 years, respectively, with the life expectancies of male and female members aged 65 on 31
December 2042 assumed to be 22.5 and 24.6 years, respectively. To indicate the sensitivity of results to the life
expectancy assumption, a one year increase in assumed life expectancy on the U.K. plan could increase the
value of the liabilities and therefore decrease the pension surplus at December 31, 2023 by approximately $8.0
million.

Provisions

Accruals are recorded for various contingencies, including legal proceedings, self-insurance and other claims
that arise in the normal course of business. The accruals are based on judgment, the probability of losses and,
where applicable, the consideration of opinions of internal and/or external legal counsel and actuarial determined
estimates. Additionally, we record receivables from third party insurers when recovery has been determined to
be virtually certain. Our critical judgment revolves around the recognition of litigation and environmental liabilities
in relation to the closure of our French site. We have recognized a provision of $3.0 million, for which we have
engaged with external experts to assist with the valuation of these liabilities.

Goodwill and other identifiable intangible assets

Business combinations are accounted for using the purchase method. The cost of an acquisition is measured as
the aggregate of the consideration transferred, measured at acquisition date fair value, and the amount of any
non-controlling interest in the acquiree. The measurement of non-controlling interest is at fair value and is
determined on a transaction by transaction basis. Acquisition costs are expensed as incurred.

Goodwill represents the excess of the cost of acquired businesses over the net of the fair value of identifiable
tangible net assets, identifiable intangible assets purchased, and liabilities assumed.

Goodwill is tested at least annually for impairment and is tested for impairment more frequently if events or
changes in circumstances indicate that the asset might be impaired. Goodwill is tested for impairment by
assessing the recoverable amount of each cash-generating unit, or group of cash generating units, to which the
goodwill relates. For all other non-financial assets (including other intangible assets, property, plant and
equipment, right of use assets and investment property) the Group performs impairment testing where there are
indicators of impairment.

The recoverable amount is the higher of fair value less costs of disposal, and value in use. When the
recoverable amount is less than the carrying amount, an impairment loss is recognised immediately in the Group
income statement.

LUXFER HOLDINGS PLC

Critical accounting judgments and key sources of estimation uncertainty (continued)

Goodwill and other identifiable intangible assets (continued)

Management completed a quantitative goodwill impairment evaluation on the last day of the third quarter of
2023. No impairment was identified as a result of this assessment.

The recoverable amount of each of the cash-generating units (“CGU”) holding goodwill was determined based
on a value-in-use calculation using a discounted cash flow method. The cash flows were derived from a 3-year
business plan prepared at a detailed level by each CGU. The results of these plans were then extrapolated to
give a terminal value based on a growth rate of 2.1%. The 3-year business plans were driven by detailed sales
forecasts by product type and a best estimate of future demand by end market, using current margins. The cash
flows included allowances for capital maintenance costs, along with working capital requirements based on the
projected level of sales. A pre-tax discount rate of between 10.0% and 10.2% was used for the individual CGUs,
which was considered a best estimate for the risk-adjusted cost of capital for the CGUs. The long-term
projections assumed product prices and costs at current levels, but the exchange rates used were USD:GBP of
$1.25 and USD:EUR of $1.16.

The recoverable amount is the higher of fair value less costs of disposal and value in use. The value in use of
each CGU was determined by management using a discounted cash flow analysis. Projecting discounted future
cash flows required management to make significant estimates including: (i) future revenue growth rates
including the perpetual growth rate; (ii) anticipated operating margins; and (iii) the discount rates applied to the
estimated future cash flows.

The Directors and management have considered and assessed reasonably possible changes for other key
assumptions and have not identified any instances that could cause the carrying amount of the CGUs to exceed
its recoverable amount.

100

LUXFER HOLDINGS PLC

Impact of global conflicts

Changes in material accounting policies

The material accounting policies adopted are consistent with those of the previous financial year.

New standards and amendments to standards not applied

The following other standards, interpretations and amendments to existing standards have been issued but were
not mandatory for accounting periods beginning on 1 January 2023. These either have been, or are expected to
be, endorsed by the UK Endorsement Board and are not expected to have a material impact on the Group:

•

Amendments to IAS 1: Classification of Liabilities as Current or Non-current, effective from 1 January
2024;

Amendments to IAS 1: Non-current Liabilities with Covenants, effective from 1 January 2024;

Amendments to IAS 7 and IFRS 7: Supplier Finance Arrangements, effective from 1 January 2024;

Amendments to IFRS 10 and IAS 28: Sale or Contribution of Assets between an Investor and its
Associate or joint venture; and

Amendments to IFRS 16: Lease Liability in a Sale and Leaseback, effective from 1 January 2024.

101

2. Revenue

Disaggregated revenue disclosures for the fiscal years ended December 31, 2023 and December 31, 2022 are
presented below.

LUXFER HOLDINGS PLC

In millions
General industrial
Transportation
Defense, First Response & Healthcare
Total

General industrial
Transportation
Defense, First Response & Healthcare
Total

United States

U.K.

Japan

Germany

Canada

Top five countries

Rest of Europe

Asia Pacific
Other (2)

Total

Net sales by end-market
2023

Gas Cylinders

Elektron

Graphic Arts

Total

32.0
70.6
83.8
186.4

54.9
48.7
83.5
187.1

2022

31.5
—
—
31.5

118.4
119.3
167.3
405.0

Gas Cylinders

Elektron

Graphic Arts

Total

34.0
77.8
71.9
183.7

82.8
55.1
63.1
201.0

38.7
—
—
38.7

155.5
132.9
135.0
423.4

Net Sales(1)

2023

2022

Percent

243.1

60.0 %

243.2

57.5 %

19.7

19.3

19.2

11.2

312.5

47.5

28.0

17.0

405.0

4.9 %

4.8 %

4.7 %

2.8 %

77.2 %

11.7 %

6.9 %

4.2 %

20.7

18.2

19.2

12.8

314.1

49.4

39.1

20.8

423.4

4.9 %

4.3 %

4.5 %

3.0 %

74.2 %

11.7 %

9.2 %

4.9 %

(1) Net sales are based on the geographic destination of sale.
(2) Other includes South America, Latin America and Brazil.

The Company’s performance obligations are satisfied at a point in time. With the classification of our Superform
business as discontinued operations, none of the Company's continuing revenue is satisfied over time. As a
result, the Company's contract receivables, contract assets and contract liabilities at December 31, 2023 and
December 31, 2022, are disclosed within current assets and liabilities held-for-sale.

Segmental Information

We classify our operations into business segments, based primarily on shared economic characteristics for the
nature of the products and services; the nature of the production processes; the type or class of customer for
their products and services; the methods used to distribute their products or provide their services; and the
nature of the regulatory environment. The Company has five identified business units, which aggregate into
three reportable segments within continuing operations, and one within discontinued operations. Luxfer Gas
Cylinders forms the Gas Cylinders segment, and Luxfer MEL Technologies and Luxfer Magtech aggregate into
the Elektron segment. As of December 31, 2023, it was determined that the Luxfer Graphic Arts reporting
segment no longer met the criteria, specifically, similar economic characteristics, to be aggregated within the
Elektron segment for 2023. As a result, Luxfer Graphic Arts has been disaggregated from the Elektron segment
and is being reported separately as the Graphic Arts segment. The Elektron segment's results for 2022 and 2021
have been adjusted to exclude Graphic Arts' results. Our Superform business unit used to aggregate into the

102

LUXFER HOLDINGS PLC

Gas Cylinders segment but is now recognized within discontinued operations. A summary of the operations of
the segments within continuing operations is provided below:

Gas Cylinders segment

Our Gas Cylinders segment manufactures and markets specialized highly-engineered cylinders, using
composites and aluminum alloys, including pressurized cylinders for use in various applications including
selfcontained breathing apparatus ('SCBA') for firefighters, containment of oxygen and other medical gases for
healthcare, alternative fuel vehicles, and general industrial applications.

Elektron segment

Our Elektron segment focuses on specialty materials based primarily on magnesium and zirconium, with key
product lines including advanced lightweight magnesium alloys with a variety of uses across a variety of
industries; magnesium powders for use in countermeasure flares, as well as heater meals; and highperformance
zirconium-based materials and oxides used as catalysts and in the manufacture of advances ceramics, fiber-
optic fuel cells, and many other performance products.

Graphic Arts segment

Our Graphic Arts segment provides a full range of pre-sensitized magnesium, copper and zinc plates, along with
associated chemicals, for the production of foil-stamping and embossing dies. In addition, non-sensitized
polished brass and magnesium plates are also manufactured for computer numerical control ('CNC') engraving.
The segment also advises on turnkey engraving operations, complete with etching machines, computer-to-plate
('CtP') machines, exposure units and film setters.

Other
Other, as used below, primarily represents unallocated corporate expense and includes non-service related
defined benefit pension cost / credit.

Management monitors the operating results of its reportable segments separately for the purpose of making
decisions about resource allocation and performance assessment. Segment performance is evaluated by the
chief operating decision maker, the CEO, who is responsible for allocating resources and assessing performance
of the operating segments, using adjusted EBITA(1) and adjusted EBITDA(2), which is defined as segment
income, and is based on operating income adjusted for share-based compensation charges; restructuring
charges; impairment charges; other charges; acquisitions and disposals costs; and depreciation and
amortization.

Unallocated assets and liabilities include those which are held on behalf of the Company and cannot be
allocated to a segment, such as taxation, investments, cash, retirement benefits obligations, bank and other
loans and holding company assets and liabilities.

103

LUXFER HOLDINGS PLC

Segmental Information (continued)

Financial information by reportable segment for the years ended December 31 is included in the following
summary:

In millions

Gas Cylinders segment

Elektron segment

Graphic Arts segment

Consolidated

Net Sales

Adjusted EBITDA(2)

2023

2022

2023

2022

186.4 $

183.7 $

187.1

31.5

201.0

38.7

405.0 $

423.4 $

16.7 $

26.6

(4.5)

38.8 $

12.8

42.5

7.8

63.1

During 2023 there were $0.7 million sales made between our Elektron segment and Graphic Arts segment
(2022: $0.4 million).

In millions

Gas Cylinders segment

Elektron segment

Graphic Arts segment

Consolidated

In millions

Gas Cylinders segment

Elektron segment

Graphic Arts segment

Discontinued operations

Consolidated

In millions

Gas Cylinders segment

Elektron segment

Graphic Arts segment

Unallocated

Discontinued operations

Consolidated

In millions

United States

United Kingdom

Rest of Europe

Canada

Asia Pacific

Depreciation and
amortization

2023

2022

Other operating expenses

2023

2022

4.1 $

6.6

2.0

4.8 $

6.6

2.2

12.7 $

13.6 $

5.9 $

0.5

12.7

19.1 $

Capital expenditure
2022
2023

2.1 $

6.1

1.0

0.1 $

9.3 $

2.0

0.7

—

2.7

1.2

6.7

0.7

—

8.6

Total assets

Total liabilities

2023

2022

2023

2022

124.4 $

128.5 $

160.0

169.7

19.6

49.2

43.9

46.5

7.8 $

8.1 $

361.0 $

396.7 $

46.7 $

26.2

3.2

81.1

3.8 $

161.0 $

47.3

43.2

6.0

97.3

5.0

198.8

Non-current assets

2023

82.5 $

89.3

1.0

18.8

0.5 $

2022

110.1

76.7

1.0

7.3

0.5

192.1 $

195.6

(1) Adjusted EBITA is adjusted EBITDA less depreciation and loss on disposal of property, plant and equipment.

(2) 2023 and 2022 adjusted EBITDA is calculated on a US GAAP basis, our primary GAAP. A reconciliation can be found in our FORM 10-K
filed with the SEC on 27/02/2024.

104

LUXFER HOLDINGS PLC

4. Operating profit

Operating profit for continuing activities is stated after charging / (crediting):

Research and development expenditure charged to the consolidated income statement

Depreciation of property, plant and equipment (Note 12)

Right-of-use asset depreciation (Note 26)

Amortization of intangible assets (Note 13)

Other operating expenses (Note 6)

Net foreign exchange losses / (gains)

Staff costs (Note 7)

Cost of inventories recognized as expense (Note 16)

5. Fees payable to auditors

2023

2022

4.6

12.0

3.3

0.7

19.1

4.9

12.6

4.4

1.0

2.7

1.3 —

(2.0)

106.9

194.7

103.3

197.1

The total remuneration of the Group's auditors, PricewaterhouseCoopers LLP and other member firms of
PricewaterhouseCoopers International Limited, for services provided to the Group during the years ended
December 31, 2023 and December 31, 2022 is analyzed below.

Fees payable to auditors for audit services:

Fees payable to auditors for the audit of the consolidated financial statements and the
financial statements of certain of the Company's subsidiaries

Fees payable to auditors for non-audit services:

Other audit related services

Total fees payable

2023

2022

1.7

0.1

1.8

1.5

—

1.5

The audit fee for the company financial statements of Luxfer Holdings PLC was $0.1 million (2022: $0.1 million).

105

6. Other operating expenses

(a) Restructuring and other expense

Charged to operating profit:

Rationalization of operations

Asset impairments

Environmental remediation costs

(b) Net loss on acquisitions and disposals

Charged to operating profit:

Merger and acquisition costs

Rationalization of operations

LUXFER HOLDINGS PLC

2023

2022

6.4

12.7

—

19.1

1.9

—

0.5

2.4

—

0.3

During 2023 and 2022 we initiated and continued execution of certain business restructuring initiatives aimed at
reducing our fixed cost structure and realigning our business.

In 2023, the $6.4 million rationalization of operations includes:

•

•
•
•

•

$3.0 million of asset impairments and $2.3 million asset relocation, restructuring and other costs in
relation to the rationalization of our North American Gas Cylinders businesses to reduce our fixed cost
base;
An additional $0.4 million in relation to the closure of Luxfer Gas Cylinders France;
$0.2 million of further redundancies within our Gas Cylinders division;
$0.5 million of waste clean up costs and $0.2 million of asset impairments in the Elektron division in
relation to the consolidation of production facilities in the Magnesium Powders operations; and
$0.2 million credit in relation to the closure of our Elektron Division's Canadian facility.

In 2022, the $1.9 million rationalization of operations includes:

•

An additional $1.7 million of costs in relation to the closure of Luxfer Gas Cylinders' French site, which
was largely legal and professional fees; and
$0.2 million of costs relating to one-time employee termination benefits, in the Elektron division, in
relation to the consolidation of production facilities in the Magnesium Powders operations.

Asset impairments

The $12.7 million impairment charges incurred in 2023 arose from fully writing down property, plant and
equipment, $11.1 million, and right of use assets, $1.6 million, from operating leases within our Graphic Arts
division as a result of our annual impairment and strategic review.

Environmental remediation costs

In 2022, the Company recognized $0.5 million, in other charges on the consolidated income statement relating
environmental clean-up costs resulting from historical business activity.

Net loss on acquisitions and disposals

In March 2021, the Company completed the acquisition of the Structural Composites Industries LLC ("SCI")
business of Worthington Industries, Inc., based in Pomona, California.

Acquisition-related costs of $0.3 million in 2022, represent transitional costs and professional fees incurred in
relation to the above SCI acquisition.

106

LUXFER HOLDINGS PLC

Staff Costs

Staff costs from continuing operations were as follows:

Wages and salaries

Social security costs

Retirement benefits costs

IAS 19 Retirement benefits finance (credit) / charge

Share based compensation charges (Note 32)

The average number of employees during the year was made up as follows:

Production and distribution

Sales and administration

Research and development

The compensation of the members of our Board of Directors (each, a "director") was:

Remuneration (short-term benefits)

Social security costs

Post-retirement benefits

Total short-term and post-retirement benefits

2023

2022

93.3

6.8

4.0

(1.1)

2.8

105.8

90.0

6.6

4.2

1.6

2.5

104.9

2023

No.

2022

No.

1,226

192

1,467

1,159

188

1,386

2023

2022

1.1

0.1

—

1.2

1.8

0.1

2.0

In 2023, compensation of key management personnel for the period they served on the Executive Leadership
Team, (including directors) was $4.8 million (2022: $6.9 million) in total which includes; $2.5 million (2022: $2.8
million) for short-term employee benefits, $1.9 million (2022: $3.8 million) for long-term incentive plans and $0.2
million (2022: $0.2 million) for post-employment benefits. Social security costs were incurred of $0.2 million
(2022: $0.1 million).

Details of the share awards granted are included in the Remuneration Report in Outstanding Share Awards
During 2023, are on pages 66 to 67 of the Remuneration Report.

Further details of directors' remuneration are included in the Remuneration Report on pages 38 to 77. The
Remuneration Report includes information in relation to the highest paid Director.

During 2023, one director (2022: two directors) was a member of the Group's U.S. registered defined
contribution plan.

Directors' interests and related party transactions

No directors had a material interest in, nor were they a party to, any contract or arrangement to which the parent
company, Luxfer Holdings PLC (the "Company") or any of its subsidiaries is or was party to either during the year
or at the end of the year, with the following exceptions: in the case of the executive director his individual service
contract and the Luxfer Holdings PLC Long-Term Umbrella Incentive Plan; in the case of the non-executive
directors their engagement letters or the contract for services under which their services as a director of the
Company are provided; in the case of the executive director and the chairman, the Luxfer Holdings PLC Non-
Executive Directors Equity Incentive Plan. Information regarding the share options exercised during the year is
included within the Remuneration Report. See Note 33 for related party transactions.

107

8. Finance costs

Finance costs from continuing operations was as follows:

Bank and other loan interest payable

Amortization of issue costs

Lease interest payable

IAS 19R retirement benefits finance (credit) / charge

Total finance costs

Income tax (credit) / expense

(a) Analysis of taxation (credit) / charge for the year

Current income taxes:

U.K. corporation tax

Adjustments in respect of previous years

Non-U.K. tax

Adjustments in respect of previous years

Total current tax charge / (credit)

Deferred income taxes:

Origination and reversal of temporary differences

Adjustments in respect of previous years

Total deferred income taxes (credit) / charge

Tax (credit) / charge on profit on operations

The income tax (credit) / charges relate to continuing activities.

LUXFER HOLDINGS PLC

2023

2022

6.7

0.4

0.9

(1.1)

6.9

3.9

0.5

0.9

1.6

6.9

2023

2022

—

0.4

1.3

(0.4)

1.3

(3.4)

(0.4)

(3.8)

(2.5)

0.3

(3.9)

(3.6)

5.1

(2.7)

(1.2)

4.2

3.6

7.8

6.6

108

LUXFER HOLDINGS PLC

Income tax (credit) / expense (continued)

(b) Factors affecting the taxation (credit) / charge for the year

The tax assessed for the year differs (2022: differs) from the standard rate of 23.5% (2022: 19%) for corporation
tax in the U.K.

The differences are explained below:

(Loss) / profit on operations before taxation

(Loss) / profit on operations at 2023 standard rate of corporation tax in the U.K. of
23.5% (2022: 19%)

Effects of:

Non-deductible expenses

Movement in unprovided deferred income taxes

Foreign tax rate differences

Effect of changes in tax rates

Adjustment in respect of previous years

Other

Tax (credit) / expense

2023

2022

(1.4)

38.9

(0.3)

(1.3)

(0.2)

0.6

0.1

(0.4)

(1.0)

(2.5)

7.4

0.7

0.6

1.5

(0.1)

(3.0)

(0.5)

6.6

At December 31, 2023, the Company had carried forward tax losses and tax credits of $74.1 million (U.K.: $16.5
million, non-U.K.: $57.6 million). Carried forward tax losses and tax credits for 2022 were $74.8 million (U.K.:
$15.6 million, non-U.K.: $59.2 million). To the extent that these losses are not already recognized as deferred
income taxes assets and are available to offset against future taxable profits, it is expected that the future
effective tax rate would be below the standard rate in the country where the profits are offset. A valuation
allowance of $17.0 million (2022: $16.5 million, 2021: $18.0 million) exists for deferred tax benefits related to the
tax loss and tax credit carry forwards and other benefits that may not be realized. The apportionment of the
valuation allowance between the U.K. and non-U.K. jurisdictions is U.K.: $3.9 million, non-U.K.: $13.1 million
(2022: U.K.: $3.5 million, non-U.K.: $13.0 million; 2021: U.K.: $4.1 million, non-U.K.: $13.9 million). The non-U.K.
valuation allowances relates to tax losses in France and Germany.

Of the carried forward tax losses and tax credits as at December 31, 2023, $8.0 million expire between 2024 and
2034, and $66.1 million are available for indefinite carry-forward.

In March 2021 an increase in the U.K. corporation tax rate from 19% to 25% was announced, effective from April
1, 2023. Deferred tax liabilities and assets which are expected to unwind after April 1, 2023 have been valued at
25%.

10. Acquisitions and disposals

In March 2021, the Company completed the acquisition of the Structural Composites Industries LLC ("SCI")
business of Worthington Industries, Inc., based in Pomona, California, for $19.3 million cash consideration. The
fair value of assets and liabilities acquired were equal to the cash consideration paid.

There were acquisition-related costs of $0.3 million in 2022. These represented transitional costs and
professional fees incurred in relation to the above SCI acquisition.

109

LUXFER HOLDINGS PLC

11. Discontinued Operations

Our Superform aluminum superplastic forming business, which operated from sites in the U.S. and the U.K., and
our U.S. aluminum gas cylinder business were historically included in the Gas Cylinders Segment. As a result of
our decision to exit non-strategic aluminum product lines, we have reflected the results of operations of these
businesses as discontinued operations in the Consolidated Statements of Income for all periods presented. We
expect our Superform U.S. business to be sold within the next twelve months.

Our U.S. aluminum gas cylinder business was sold in March 2021 for $20.2 million, net of working capital
adjustments. The Company recognized a gain on disposition, net of tax, of $7.1 million.

In September 2021, our Superform U.K. business was sold for $4.0 million, net of working capital adjustments.
The Company recognized a loss on disposition, net of tax, of $0.5 million.

In 2022, the Company recognized impairment and disposal-related costs of $2.6 million and $2.0 million
respectively, in relation to the previous dispositions which occurred in 2021.

In 2023, the Company recognized a disposal-related credit of $0.2 million, in relation to a previously impaired
asset from the previous dispositions which occurred in 2021.

The assets and liabilities of the above businesses have been presented within Current assets held-for-sale and
Current liabilities held-for-sale in the Consolidated Balance Sheets at December 31, 2023, and December 31,
2022. In 2021, the Company recognized a $1.5 million impairment charge relating to plant and equipment held in
our Superform U.S. business reflecting updated expectations of fair market value.

Results of discontinued operations were as follows:

REVENUE
Cost of Sales
Gross profit
Distribution costs
Administrative expenses
Acquisition and disposal costs
Other operating expenses
OPERATING PROFIT / (LOSS)
Net finance costs
PROFIT / (LOSS) ON DISCONTINUED OPERATIONS BEFORE TAX
Income tax
NET PROFIT / (LOSS) FROM DISCONTINUED OPERATIONS

The discontinued cash flow statement is presented below:

Cash flow from operating activities
Cash flow from investing activities
Cash flow from financing activities
Net change in cash and cash equivalents

2023

2022

8.2
(6.4)
1.8
—
(1.7)
0.2
(0.2)
0.1
—
0.1
0.6
0.7

7.7
(6.9)
0.8
(0.2)
(0.7)
(2.0)
(2.9)
(5.0)
—
(5.0)
(0.1)
(5.1)

2023
$M

2022
$M

0.1
(0.1)
—
—

Depreciation of $0.1m (2022: $0.1m) and impairments of $1.6m (2022: $2.6m) were incurred in respect of
discontinued operations. There were no other significant non-cash items relating to discontinued operations.

110

LUXFER HOLDINGS PLC

12. Property, plant and equipment

Freehold
$M

Long
leasehold
$M

Short
leasehold
$M

Plant and
equipment
$M

Capital
Work in
Progress
$M

Total
$M

Cost:

At January 1, 2022
Additions
Disposals
Transfers - Held for sale
Transfers
Exchange difference
At December 31, 2022
Additions
Transfers
Exchange difference
At December 31, 2023

44.8
—
—
(4.3)
1.1
(1.6)
40.0
0.2
0.7
0.8
41.7

Accumulated depreciation and impairment:
At January 1, 2022
Provided during the year
Disposals
Transfers - Held for sale
Exchange difference
At December 31, 2022
Provided during the year
Impairment
Exchange difference
At December 31, 2023
Net book values:
At December 31, 2023
At December 31, 2022
At January 1, 2022

30.8
1.2
—
(3.1)
(1.1)
27.8
1.1
—
0.6
29.5

12.2
12.2
14.0

10.5
—
—
—
—
(0.1)
10.4
—
1.1
—
11.5

7.5
0.4
—
—
—
7.9
0.5
3.1
—
11.5

—
2.5
3.0

264.3
1.2
(1.0)
—
4.1
(15.5)
253.1
0.2
3.7
7.6
264.6

205.1
10.6
(0.8)
—
(12.9)
202.0
10.0
9.8
6.3
228.1

36.5
51.1
59.2

8.2
7.4
—
—
(5.2)
(0.7)
9.7
8.9
(5.6)
0.5
13.5

—
—
—
—
—
—
—
0.4
—
0.4

13.1
9.7
8.2

337.2
8.6
(1.0)
(4.3)
—
(18.8)
321.7
9.3
—
9.3
340.3

249.9
12.6
(0.8)
(3.1)
(14.6)
244.0
12.0
13.3
7.2
276.5

63.8
77.7
87.3

9.4
—
—
—
—
(0.9)
8.5
—
0.1
0.4
9.0

6.5
0.4
—
—
(0.6)
6.3
0.4
—
0.3
7.0

2.0
2.2
2.9

111

LUXFER HOLDINGS PLC

13. Intangible assets

Cost:

At January 1, 2022

Exchange difference

At December 31, 2022

Exchange difference

At December 31, 2023

Accumulated amortization
and impairment:

At January 1, 2022

Provided during the year

Exchange difference

At December 31, 2022

Provided during the year

Exchange difference

At December 31, 2023

Net book values:

At December 31, 2023

At December 31, 2022

At December 31, 2021

Goodwill

Customer
related

Technology
and trading
related

Development
costs

Software

Total

79.4

(5.1)

74.3

2.4

76.7

20.9

—

(1.8)

19.1

—

0.8

19.9

56.8

55.2

58.5

15.2

—

15.2

—

15.2

5.6

0.5

—

6.1

0.4

—

6.5

8.7

9.1

9.6

8.7

(0.8)

7.9

0.4

8.3

4.5

0.3

(0.3)

4.5

0.3

0.2

5.0

3.3

3.4

4.2

4.0

—

4.0

—

4.0

—

4.0

—

4.0

—

1.8

109.1

(0.2)

(6.1)

1.6

103.0

0.1

2.9

1.7

105.9

1.6

0.2

36.6

1.0

(0.2)

(2.3)

1.6

—

0.1

1.7

—

0.2

35.3

0.7

1.1

37.1

68.8

67.7

72.5

Customer related intangibles include customer relationships, order backlogs and non-compete agreements.
Technology and trading related intangibles include technology, patents, trade names and trademarks.

112

LUXFER HOLDINGS PLC

14. Impairment of goodwill

Goodwill acquired in a business combination is allocated, at acquisition, to the cash-generating units (CGUs)
that are expected to benefit from the business combination. The five identified CGUs (Luxfer Gas Cylinders,
Luxfer Superform, Luxfer MEL Technologies, Luxfer Magtech and Luxfer Graphic Arts) represent the lowest level
within the Group at which goodwill is monitored for internal management reporting purposes. The five CGUs are
aggregated to form the Group's three defined reportable segments: Gas Cylinders Segment, Elektron Segment
and Graphic Arts segment. Luxfer Superform forms part of the discontinued operations disclosure. The table
below summarizes the carrying value of goodwill by segment:

At January 1, 2022

Exchange difference

At December 31, 2022

Exchange difference

At December 31, 2023

Gas Cylinders
Segment

Elektron
Segment

Graphic Arts
Segment

Total

19.6

(2.1)

17.5

0.9

18.4

38.9

(1.2)

37.7

0.7

38.4

—

58.5

(3.3)

55.2

1.6

56.8

The Gas Cylinders Segment goodwill of $18.4 million (2022: $17.5 million) relates wholly to the goodwill
attributable to our Luxfer Gas Cylinders operations. The Elektron Segment goodwill of $38.4 million (2022: $37.7
million) included goodwill attributable to our Luxfer MEL Technologies operations of $28.4 million (2022: $27.8
million) and goodwill attributable to our Luxfer Magtech operations of $10.0 million (2022: $9.9 million); no
goodwill is allocated to Luxfer Graphic Arts.

During 2022, management reviewed the reporting structure and as a result a strategic decision was taken for a
portion of the Luxfer Magtech CGU to be integrated into Luxfer MEL Technologies. As a result, in accordance
with IAS 36, $23.6 million of Luxfer Magtech's goodwill was transferred to Luxfer MEL Technologies,
representing the fair allocation of elements transferring to Luxfer MEL Technologies from Luxfer Magtech,
therefore facilitating tracking of goodwill and subsequent impairment testing.

Management completed a quantitative goodwill impairment evaluation on the last day of the third quarter of
2023. No impairment was identified as a result of this assessment.

113

15. Investments

Shares in joint ventures

At January 1, 2022

Exchange difference

At December 31, 2022

Exchange difference

At December 31, 2023

LUXFER HOLDINGS PLC

0.4

—

0.4

—

0.4

Investment in joint ventures and associates

At December 31, 2023, the Group had the following joint venture which affects the profit of the Group. The
Group's joint venture has share capital which consists solely of ordinary shares and are indirectly held, and the
country of incorporation or registration is also their principal place of operation.

Name of company

Nikkei-MEL Company
Limited

Country of
incorporation

Holding

Proportion of
voting rights and
shares held

Classification

Nature of
business

Japan Ordinary shares

50.0 %

Joint venture Distribution

The above ownership percentage remains consistent with 2022.

The share of results of the joint venture in 2023 and 2022 was less than $100k, with no items recognised in other
comprehensive income in 2023 or 2022.

The Group has looked in detail at the ownership agreement of its joint venture in order to determine the level of
control that it has. The Group has determined that it has joint control of its joint venture, mainly based upon the
number of members on the company board of directors and their associated voting rights.

Related party transactions with the joint venture have been disclosed in Note 33 to the Group's consolidated
financial statements.

16. Inventories

Raw materials and consumables

Work in progress

Finished goods and goods for resale

December 31,
2023

December 31,
2022

34.7

34.8

26.4

95.9

42.7

44.0

24.4

111.1

Inventories above are disclosed net of any provisions for obsolete and excess inventories. The provision against
obsolete and excess inventories at December 31, 2023 was $8.2 million (2022: $8.3 million). The cost of
inventories recognized as an expense in continuing operations during the year was $194.7 million (2022: $197.1
million). The cost of inventories written-off during 2023 was $nil (2022: $0.2 million).

114

17. Trade and other receivables

Current Assets

Trade receivables

Income tax receivable

Other receivables

Prepayments and accrued income

Derivative financial instruments

LUXFER HOLDINGS PLC

December 31,
2023

December 31,
2022

52.5

1.2

1.5

5.9

0.4

61.5

56.5

—

4.0

6.6

0.7

67.8

The directors consider that the carrying value of trade receivables approximates to their fair value.

Trade receivables are non-interest bearing and are generally on 30-90 day terms. Trade receivables above are
disclosed net of any provisions for doubtful receivables of $0.7 million due to credit risk. The following table
provides information about the exposure to credit risk and expected credit losses for trade receivables as at
December 31, 2023 based on aging profile:

Trade receivables

Current (not past due)

1-30 days past due

31-60 days past due

61-90 days past due

91-120 days past due

> 120 days past due

Default rate (1)

Gross
carrying
amount

Lifetime
expected
credit loss

— %

60.0 %

43.4

7.1

0.9

0.1

0.5

1.2

53.2

—

0.7

(1) Default rate is applied to uninsured trade receivables.

At December 31, 2023, trade receivables with a nominal value of $0.7 million (2022: $0.6 million) were impaired
and fully provided for. Movements in the impairment of trade receivables were as follows:

At January 1

Charge in the year

Recoveries for expected credit losses

At December 31

2023

2022

0.6

0.1

—

0.7

0.1

(0.2)

0.6

115

LUXFER HOLDINGS PLC

18. Held-for-sale assets and liabilities

In 2020, the Group classified its Superform aluminum superplastic forming business operating from sites in the
U.S. and the U.K, and its U.S. aluminum gas cylinder business as assets and liabilities held-for-sale in
accordance with IFRS 5 - Discontinued Operations. We expect our Superform U.S. business to be sold within
the next twelve months. The criteria required by IFRS 5 continues to be met and therefore the Superform
business continues to be classified as held-for-sale.

The respective assets and liabilities of the above disposal groups have been reclassified as held-for-sale within
other current assets and other current liabilities per the table below.

Reclassified to held-for-sale assets and liabilities

December 31,
2023

December 31,
2022

Property, plant and equipment

Right-of-use assets

Inventories

Trade and other receivables

Held-for-sale assets

Reclassified to held-for-sale liabilities

Trade and other payables

Lease liability

Held-for-sale liabilities

1.2

2.1

3.3

2.3

8.9

1.5

2.4

3.9

1.2

2.7

9.3

2.0

3.0

5.0

As a result of items reclassified to held-for-sale, there has been no reclassification of items from other
comprehensive income to the consolidated income statement.

116

19. Cash and cash equivalents

Cash at bank and in hand

LUXFER HOLDINGS PLC

December 31,
2023

December 31,
2022

2.6

12.9

Included within the cash at bank and in hand balance is $0.3 million (2022: $0.3 million) cash held in escrow, as
restricted cash.

The above figures reconcile to the amount of cash shown in the consolidated statement of cash flows as follows:

Cash at bank and in hand

Overdraft (see note 22)

Balance per consolidated statement of cash flows

December 31,
2023

December 31,
2022

2.6

(4.6)

(2.0)

12.9

—

12.9

20. Share capital

(a) Ordinary share capital

Authorized:

Ordinary shares of £0.50 each

Allotted, called up and fully paid:

Ordinary shares of £0.50 each

December 31,
2023

December 31,
2022

December 31,
2023

December 31,
2022

No.

40,000,000

28,944,000

35.7 (1)

26.5 (1)

35.7 (1)

26.5 (1)

(1)

The Group's ordinary and deferred share capital are shown in U.S. dollars at the exchange rate
prevailing at the month-end spot rate at the time of the share capital being issued.

The rights of the shares are as follows:

Ordinary shares of £0.50 each

The ordinary shares carry no entitlement to an automatic dividend but rank pari passu in respect of any dividend
declared and paid. The ordinary shares were allotted and issued to satisfy share awards which vested under the
Group's share award and share incentive plans.

At December 31, 2023, there were 26,834,628 (2022: 26,934,973) ordinary shares of Luxfer Holdings PLC listed
on the New York Stock Exchange (NYSE).

117

20. Share capital (continued)

(b) Share premium account

At January 1, 2022

Cancellation of treasury shares

Utilization of ESOP shares

Cancellation of ordinary shares

At December 31, 2022
Utilization of ESOP shares

At December 31, 2023

LUXFER HOLDINGS PLC

79.7

0.1

1.7

149.8

231.3
0.8

232.1

The share premium account is used to record the excess of proceeds over nominal value on the issue of shares.
Share issue costs directly related to the issue of shares are deducted from share premium.

At January 1, 2022

Purchase of treasury shares

Utilisation of treasury shares

At December 31, 2022

Purchase of teasury shares

Utilisation of treasury shares

At December 31, 2023

(9.6)

(11.1)

0.3

(20.4)

(2.7)

0.2

(22.9)

In 2023, the Company purchased 210,000 ordinary shares for a total cost of $2.7 million. 14,195 of these shares
were utilized at $0.2 million, with the remaining 185,805 retained within Treasury shares.

In 2022, the Company purchased 711,572 ordinary shares for a total cost of $11.1 million. 9,424 of these shares
were utilized at $0.3 million, with the remaining 702,148 retained within Treasury shares.

At December 31, 2023, there were 1,473,571 (2022: 1,277,766) treasury shares held at a cost of $22.9 million
(2022: $20.4 million).

(d) Own shares held by ESOP

At January 1, 2022

Utilisation of ESOP shares

At December 31, 2022

Utilisation of ESOP shares

At December 31, 2023

(1.1)

0.1

(1.0)

0.1

(0.9)

At December 31, 2023, there were 635,801 ordinary shares of £0.50 each (2022: 721,261 ordinary shares of
£0.50 each) held by The Luxfer Group Employee Share Ownership Plan (the "ESOP").

118

LUXFER HOLDINGS PLC

21. Dividends paid and proposed

Dividends declared and paid during the year:

Interim dividend paid February 2, 2022 ($0.125 per ordinary share)

Interim dividend paid May 4, 2022 ($0.130 per ordinary share)

Interim dividend paid August 3, 2022 ($0.130 per ordinary share)

Interim dividend paid November 2, 2022 ($0.130 per ordinary share)

Interim dividend paid February 1, 2023 ($0.130 per ordinary share)

Interim dividend paid May 3, 2023 ($0.130 per ordinary share)

Interim dividend paid August 2, 2023 ($0.130 per ordinary share)

Interim dividend paid November 1, 2023 ($0.130 per ordinary share)

Dividends declared and paid after December 31 (not recognized as a liability at
December 31):

Interim dividend paid February 1, 2023: ($0.130 per ordinary share)
Interim dividend paid February 7, 2024: ($0.130 per ordinary share)

2023

2022

—

3.5

3.4

3.6

—

14.0

14.2

2023

2022

—
3.5

3.5

3.6
—

3.6

22. Bank and other loans

Overdraft

Loan Notes due 2023—gross

Unamortized finance costs

Loan Notes due 2023—net

Loan Notes due 2026—gross

Unamortized finance costs

Loan Notes due 2026—net

Revolving credit facility—gross

Unamortized finance costs

Revolving credit facility—net

Included in current liabilities

Included in non-current liabilities

December 31,
2023

December 31,
2022

4.6

—

25.0

(0.1)

24.9

43.1

(0.4)

42.7

72.2

4.6

67.6

72.2

—

25.0

—

25.0

(0.2)

24.8

31.9

(0.5)

31.4

81.2

25.0

56.2

81.2

In October 2021, the Company completed a refinancing of its existing Revolving Credit Facility, ("RCF"),
extending its tenure to October 2026, while providing increased flexibility to incur additional indebtedness outside
of this agreement if required and reducing the covenant burden.

At December 31, 2023, $125 million (December 31, 2022, $100 million) of committed debt facilities in the form of
a multi-currency (GBP sterling, U.S. dollars or euros) RCF was available to the Company. In 2023, the Company
increased the capacity from $100 million to $125 million and the RCF was used to fund the $25 million Loan
Notes repayment in June 2023. In addition, $25 million of uncommitted facility capacity remains available
through an accordion increase clause.

119

LUXFER HOLDINGS PLC

22. Bank and other loans (continued)

The RCF bears interest equal to an applicable margin, based upon the Company's leverage, plus either
EURIBOR, in the case of amounts drawn in euros, SONIA (Sterling Overnight Index Average), in the case of
amounts drawn in GBP sterling, or SOFR (Secured Overnight Financing Rate) in the case of amounts drawn in
U.S. dollars. The weighted-average interest rate on the RCF was 7.70% and 3.80% in 2023 and 2022,
respectively.

The bank overdraft is an uncommitted facility with no expiration date, this is reviewed annually and can be
cancelled by either the bank or the Company on demand.

23. Provisions

At January 1, 2022

11.5

1.6

0.8

13.9

Rationalization
and
redundancy

Employee
benefits

Environmental
provisions

Total

Charged / (credited) to consolidated income
statement

Cash payments

Translation

At December 31, 2022
Charged to consolidated income statement

Cash payments

Translation

At December 31, 2023

Included in current liabilities

Included in non-current liabilities

At December 31, 2022

Included in current liabilities

Included in non-current liabilities

1.9

(9.0)

(0.7)

3.7
3.2

(3.2)

(0.3)

3.4

—

3.4

3.7

—

3.7

(0.4)

—

1.2
0.3

—

1.5

—

1.5

—

1.2

0.5

—

1.3
—

—

1.3

—

1.3

2.0

(9.0)

(0.7)

6.2
3.5

(3.2)

(0.3)

6.2

3.4

2.8

6.2

3.7

2.5

6.2

Rationalization and redundancy
At December 31, 2023, the Group had $3.4 million of provisions relating to redundancy and the rationalization of
its operations (2022: $3.7 million).

Employee benefits
At December 31, 2023, the Group had $1.5 million of employee benefit liabilities (in addition to retirement
benefits), as calculated on an actuarial basis, relating to a provision for workers' compensation in the U.S. (2022:
$1.2 million).

Environmental provisions
At December 31, 2023, the Group had environmental provisions totaling $1.3 million relating to environmental
clean-up costs (2022: $1.3 million).

120

LUXFER HOLDINGS PLC

24. Deferred income taxes

Accelerated
tax
depreciation

Other
temporary
differences

Tax
losses

Excess
interest
capacity

Retirement
benefit
obligations

Total

At January 1, 2022

(3.7)

1.4

10.3

(Charged) / credited to
consolidated income statement
Charged to other comprehensive
income

Exchange difference

At December 31, 2022

Credited / (charged) to
consolidated income statement

Charged to other comprehensive
income

Exchange difference

At December 31, 2023

(0.6)

(3.0)

(7.8)

—

0.1

—

(0.1)

(4.3)

(1.5)

2.4

3.4

—

0.6

(0.3)

0.7

(0.8)

—

(0.3)

(1.1)

—

0.4

2.0

—

2.0

—

2.0

(3.6)

4.4

3.6

(7.8)

(4.1)

(0.4)

(4.5)

(7.9)

(1.5)

3.8

(3.1)

(0.3)

0.4

(9.4)

(6.8)

The amount of deferred income taxes accounted for in the Group balance sheet, after the offset of balances
within countries for financial reporting purposes, comprised the following deferred income tax assets and
liabilities:

Deferred income tax liabilities

Deferred income tax assets

Net deferred income tax (liabilities) / assets

December 31,
2023

December 31,
2022

(10.2)

3.4

(6.8)

(10.9)

3.0

(7.9)

25. Trade and other payables

Non-current Liabilities

Accruals and deferred income

Current Liabilities

Trade payables

Other taxation and social security

Accruals and deferred income

Interest payable

December 31,
2023

December 31,
2022

—

25.6

0.2

21.9

0.7

48.4

0.2

38.1

0.3

30.0

0.4

68.8

The directors consider that the carrying value of trade payables approximates to their fair value.

121

26. Leases

Right-of-use assets

Cost:

At January 1, 2022

Additions

At December 31, 2022

Additions

At December 31, 2023

Accumulated depreciation:

At January 1, 2022

Charge for the year

Impairment

At December 31, 2022

Charge for the year

Impairment
At December 31, 2023

Net book values:

At December 31, 2023

At December 31, 2022

Lease liability

LUXFER HOLDINGS PLC

Land and
buildings

Motor vehicles

Equipment

Total

18.5

14.0

32.5

—

32.5

7.1

4.1

2.6

13.8

3.1

1.6
18.5

14.0

18.7

0.1

—

0.1

—

0.1

—

0.1

—

—
0.1

—

2.3

0.2

2.5

0.5

3.0

1.1

0.3

—

1.4

0.2

—
1.6

1.4

1.1

20.9

14.2

35.1

0.5

35.6

8.3

4.4

2.6

15.3

3.3

1.6
20.2

15.4

19.8

December 31,
2023

December 31,
2022

4.7

10.5

4.6

19.8

4.7

13.5

4.7

22.9

The present value of lease liabilities is as follows:

Within 12 months

1 - 5 years

> 5 years

Total

The total cash outflow for leases in 2023 was $4.7 million (2022: $4.2 million) and total expense was $3.7 million
(2022: $4.2 million).

Supplemental balance sheet information

Weighted average remaining lease terms (years)
Weighted average discount rate

December 31,
2023

December 31,
2022

11.9
4.48 %

12.0
4.48 %

122

LUXFER HOLDINGS PLC

27. Commitments and contingencies

Capital commitments

At December 31, 2023, the Company had capital expenditure commitments of $2.3 million (2022: $1.4 million
and 2021: $1.5 million) for the acquisition of new plant and equipment.

Committed banking facilities

The Company had committed banking facilities of $125 million at December 31, 2023 and $100 million at
December 31, 2022. Of these committed facilities, $43.1 million was drawn at December 31, 2023 and
$31.9 million at December 31, 2022. The Company also had an additional $25.0 million of uncommitted facilities
through an accordion provision at December 31, 2023 and $50.0 million at December 31, 2022.

In millions

Bond and Guarantees

Letters of Credit

Overdraft

Uncommitted Facilities

December 31, 2023

December 31, 2022

Facility

Drawn

Facility

Drawn

0.6 $

4.0

7.8

12.4 $

0.2 $

2.2

4.6

7.0 $

0.6 $

2.2

4.0

6.8 $

0.2

1.8

—

2.0

Additionally, the Company has various uncommitted transitional banking and foreign exchange lines available for
day-to-day operational purposes.

Contingencies

In November 2018, an alleged explosion occurred at a third-party waste disposal and treatment site in Grand
View, Idaho, reportedly causing property damage, personal injury, and one fatality. The Company had contracted
with a service company for removal and disposal of certain waste resulting from the magnesium powder
manufacturing operations at the Reade facility in Manchester, New Jersey. The Company believes this service
company, in turn, contracted with the third-party disposal company, at whose facility the explosion occurred, for
treatment and disposal of the waste. In November 2020, we were named as a defendant in three lawsuits in
relation to the incident – one by the third-party disposal company, one by the estate of the decedent, and one by
an injured employee of the third-party disposal company. The three lawsuits were administratively consolidated
and, to date, two lawsuits remain ongoing. The Company believes that we are not liable for the incident, have
asserted such, and, in conjunction with our insurers, continue to fully defend the Company against these
lawsuits. Therefore, we do not currently expect any eventual outcome in these matters to have a material impact
on the Company's financial position or results of operations.

In December 2023, it was established that any potential liability arising from the lawsuits and reasonable defense
costs related thereto are covered by insurance. Negotiations as to recovery of historic defense costs are
ongoing, and therefore the Company has not recognized any asset with respect to said recovery as of December
31, 2023.

28. Financial risk management objectives and policies

The Group's financial instruments comprise bank and other loans, senior loan notes, derivatives and trade
payables. Other than derivatives, the main purpose of these financial instruments is to raise finance for the
Group's operations. The Group also has various financial assets such as trade receivables and cash and cash
equivalents, which arise directly from its operations.

It is not the Group's policy or business activity to trade in derivatives. They are only used to hedge underlying
risks occurring as part of the Group's normal operating activities.

123

LUXFER HOLDINGS PLC

28. Financial risk management objectives and policies (continued)

The main risks arising from the Group's financial instruments are cash flow interest rate risk, liquidity risk, foreign
currency translation and transaction risk, aluminum price risk and credit risk on trade receivables.

The Group regularly enters into forward currency contracts to manage currency risks and when considered
suitable will use other financial derivatives to manage commodity and interest rate risks.

Interest rate risk

As of December 31, 2023, we had both fixed rate and variable rate debt outstanding on our consolidated
balance sheet. As a result of this exposure, we have in the past hedged interest payable under our floating rate
indebtedness based on a combination of forward rate agreements, interest rate caps and swaps. There were no
fixed or variable rate interest hedge agreements in place as of December 31, 2023, and December 31, 2022.

Luxfer has exposure to variable interest rates when it draws down on the revolving credit facilities. As a result of
this exposure, we may decide to hedge interest payable based on a combination of forward rate agreements,
interest rate caps and swaps. It has also used fixed rate debt within its financing structure to mitigate volatility in
interest rate movements

The Group has fixed rate exposure on $25.0 million debt (2022: $50.0 million) and variable rate exposure on
$47.7 million debt (2022: $31.9 million). Based on an increase in the variable rate of 100 basis points, on the
current variable rate debt levels, this would lead to an increase in the Group's finance costs of $0.2 million.

Liquidity risk

To understand and monitor cash flows, the Group uses a combination of a short-term rolling six week cash
forecast, based on expected daily liquidity requirements and longer term monthly rolling forecasts, covering
forecast periods of between 6 and 18 months forward. The Group also prepares, at least annually, a longer-term
strategic cash forecast. Together this system of control is used to ensure the Group can fund its ongoing
operations, including working capital, capital expenditure and interest payments and to ensure that bank
covenant targets will be met. Short and medium term changes in liquidity needs are funded from the Group's
revolving bank facility, as disclosed in Note 22, which provides the ability to draw down and repay funds on a
daily basis. In monitoring liquidity requirements and planning its working capital and capital expenditure
programs, the Group aims to maintain a sufficiently prudent level of headroom against its banking facilities and
forecast covenant position as protection against any unexpected or sudden market shocks.

The Group also uses forecasts to manage the compliance with any associated covenant tests in relation to the
Group's financing arrangements. The Group is subject to maintaining net debt to adjusted EBITDA levels of
below three times, adjusted EBITDA to net interest above four times, and a number of other debt service tests
which include adjusted EBITDA, taxation, capital expenditure and pension payments.

The Group has been in compliance with the covenants under the Loan Notes paid 2023 and due 2026 and the
banking facilities throughout all of the quarterly measurement dates.

The maturity of the Group's liabilities are also monitored to ensure sufficient funds remain available to meet
liabilities as they fall due. The table below summarizes the maturity profile of the Group's financial liabilities at
December 31, based on contractual payments.

December 31, 2023

December 31, 2022

Within
12
months

1-5
years

> 5
years

Total

Within
12
months

1-5
years

> 5
years

Total

—

4.7

25.6

21.9

0.7

52.9

—

25.0

43.1

10.5

—

4.6

—

25.0

43.1

19.8

25.6

21.9

0.7

78.6

4.6

136.1

25.0

—

4.7

38.1

30.0

0.4

98.2

—

25.0

31.9

13.5

—

0.2

—

4.7

—

25.0

31.9

22.9

38.1

30.2

0.4

70.6

4.7

173.5

Loan Notes due 2023

Loan Notes due 2026

Revolving credit facility

Lease liability

Trade payables

Accruals and deferred income

Interest payable

124

LUXFER HOLDINGS PLC

28. Financial risk management objectives and policies (continued)

The table below summarizes the maturity profile of the Group's financial liabilities at December 31, based on
contractual undiscounted payments. Interest rates on the Group's variable rate debt have been based on a
forward curve.

Undiscounted contractual maturity of financial liabilities:

Amounts payable:

Within 12 months

1-5 years

> 5 years

Less: future finance charges

Capital risk management

December 31,
2023

December 31,
2022

57.9

87.0

8.7

153.6

(17.5)

136.1

102.9

81.5

9.4

193.8

(20.3)

173.5

The capital structure of the Group consists of shareholders' equity, debt and cash and cash equivalents. For the
foreseeable future, the Board will maintain a capital structure that supports the Group's strategic objectives
through:

• Managing funding and liquidity;

• Optimizing shareholder return; and

• Maintaining a strong, investment-grade credit rating

The Group monitors its adjusted EBITDA, for continuing activities to net debt ratio, adjusted net income and
adjusted diluted earnings per share in its primary GAAP, that being US GAAP. These KPIs and reconciliations to
GAAP measures can be found in our Form 10-K, filed with the SEC on 27/02/2024.

External net debt reconciliation

Net debt at January 1, 2022

Cash flows

Other non-cash movements

Net debt at December 31, 2022

Cash flows

Other non-cash movements

Net debt at December 31, 2023

Credit risk

Cash at bank
and in hand

Bank and other
loans

Finance costs

Total

(6.4)

(8.2)

1.7

(12.9)

15.3

(0.4)

2.0

60.5

24.8

(3.4)

81.9

(14.8)

1.0

68.1

(1.2)

—

0.5

(0.7)

(0.2)

0.4

(0.5)

52.9

16.6

(1.2)

68.3

0.3

1.0

69.6

The Group only provides trade credit to creditworthy third parties. Credit checks are performed on new and
existing customers along with monitoring payment histories of customers. Outstanding receivables from
customers are closely monitored to ensure they are paid when due, with both outstanding overdue days and
total days of sales outstanding reported as a business unit key performance measure. At December 31, 2023,
the Group has a provision for bad and doubtful debtors of $0.7 million (2022: $0.6 million) and $0.1 million
(2022: $0.1 million) has been charged to the consolidated income statement in relation to bad debts recognized
in 2023.

The Group also monitors the spread of its customer base with the objective of trying to minimize exposure at a
Group and segment level to any one customer. The top 10 customers in 2023 represented 39% (2022: 31%) of
total revenue. There were no customers in 2023 or 2022 that represented over 10% of total revenue.

125

LUXFER HOLDINGS PLC

28. Financial risk management objectives and policies (continued)

Exchange rate risks

The largest risk is from our operations in the U.K., which in 2023 generated sales revenue of $158.9 million
(2022: $176.0m). Fluctuations in exchange rates, particularly between the U.S. dollar and GBP sterling (which
has been subject to significant fluctuations), can have a material effect on our consolidated income statement
and consolidated balance sheet. In 2023, movements in the average U.S. dollar exchange rate had a positive
impact on revenue of $2.8 million; in 2022, movements in the average U.S. dollar exchange rate had a negative
impact on revenue of $15.6 million. Changes in translation exchange rates increased net assets by $7.3 million
in 2023, compared to an decrease of $13.2 million in 2022.

Based on the 2023 level of revenue and income, a weakening in GBP sterling leading to a £0.05 increase in the
USD/GBP sterling exchange rate would result in a decrease of $7.9 million in revenue and a decrease of $0.7
million in operating net income.

Commodity price risks

We are exposed to commodity price risks in relation to the purchases of our raw materials.

There is no financial market to hedge magnesium, zirconium raw materials or carbon fiber, and prices for these
raw materials have been volatile in recent years, with substantial increases in the second half of 2021 and
throughout 2022, with price fluctuations throughout 2023. To help mitigate these risks, we have a number of
fixed-price supply contracts for a portion of these raw materials, which limits our exposure to price volatility over
a calendar year. However, we remain exposed over time to rising prices in these markets, and therefore rely on
the ability to pass on any major price increases to our customers in order to maintain our levels of profitability
especially for carbon fiber wrapped composite cylinders, zirconium, and magnesium-based products. We have
also in the last few years, when we felt it was appropriate, made additional physical purchases of magnesium
and some rare earth chemicals to delay the impact of higher prices, but this has had a cash flow impact on
occasion, thereby leading to greater utilization of our revolving credit bank facilities.

Primary aluminum is a global commodity, with its principal trading market on the LME. In the normal course of
business, we are exposed to aluminum price volatility to the extent that the costs of aluminum purchases are
more closely related to the LME price than the sales prices of certain of our products. Our Gas Cylinders
Segment will buy various aluminum alloys, in log, sheet, or tube form, and the contractual price will usually
include an LME-linked base price plus a premium for a particular type of alloy, as well as the cost of casting,
rolling or extruding. The price of high-grade aluminum, which is actively traded on the LME, has fluctuated
significantly in recent years, for example in 2023 the lowest price in US$ per tonne was $2,086 and the highest
price in US$ per tonne was $2,603. A variation of approximately 25%.

29. Financial instruments

(a) Financial instruments of the Group

The financial instruments of the Group other than short-term debtors and creditors and non-current derivative
financial instruments were as follows:

Financial instruments -
measured at amortized cost

Financial assets:

Cash at bank and in hand
Financial liabilities(1):
Loan Notes due 2023(2)
Loan Notes due 2026(2)

Revolving credit facility

Overdrafts

Book value
December 31,
2023
$M

Fair value
December 31,
2023
$M

Book value
December 31,
2022
$M

Fair value
December 31,
2022
$M

2.6

—

25.0

43.1

4.6

2.6

—

25.0

43.1

4.6

12.9

25.0

31.9

—

12.9

25.0

31.9

—

(1)

(2)

The financial instruments included in financial liabilities are shown gross of unamortized finance costs.
The fair value of these financial instruments is calculated by discounting the future cash flows, including
interest payments due.

126

LUXFER HOLDINGS PLC

29. Financial instruments (continued)

All financial assets mature within one year. The maturity of the financial liabilities is disclosed in Note 28.

At December 31, 2023, the amount drawn in bank and other loans was $72.7 million (2022: $81.9 million), of
which $49.0 million was denominated in U.S. dollars (2022: $65.0 million) with the remainder being denominated
in GBP sterling.

Derivative financial instruments -
measured at fair value through profit or
loss

Held to hedge purchases and sales by trading
businesses:

Book value
December
31, 2023

Fair value
December
31, 2023

Book value
December
31, 2022

Fair value
December
31, 2022

Forward foreign currency exchange rate contracts

0.4

0.3

The fair value calculations were performed on the following basis:

Cash at bank and in hand / overdrafts

The carrying value approximates to the fair value as a result of the short-term maturity of the instruments.

Bank loans

At December 31, 2023, bank and other loans of $72.7 million (2022: $81.9 million) were outstanding. At
December 31, 2023, bank and other loans are shown net of issue costs of $0.5 million (2022: $0.7 million) and
these issue costs are to be amortized to the expected maturity of the facilities. At December 31, 2023, $47.7
million (2022: $31.9 million) of the total $72.7 million (2022: $81.9 million) bank and other loans was variable
interest rate debt and subject to floating interest rate risk, with the remainder being fixed rate debt.

Forward foreign currency exchange rate contracts

The fair value of these contracts was calculated by determining what the Group would be expected to receive or
pay on termination of each individual contract by comparison to present market prices.

Fair value hierarchy

At December 31, 2023 and December 31, 2022, the Group used the following hierarchy for determining and
disclosing the fair value of financial instruments by valuation technique:

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are
observable, either directly or indirectly.

Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based
on observable market data.

December 31,
2023

Level 1

Level 2

Level 3

Net derivative financial (assets) / liabilities at fair value
through profit or loss:

Forward foreign currency exchange rate contracts

Interest bearing loans and borrowings:

Loan Notes due 2026

Revolving credit facility

Other financial liabilities:

Overdrafts

0.4

25.0

43.1

4.6

—

0.4

25.0

43.1

4.6

—

127

LUXFER HOLDINGS PLC

29. Financial instruments (continued)

December 31,
2022

Level 1

Level 2

Level 3

Net derivative financial assets at fair value
through profit or loss:

Forward foreign currency exchange rate contracts

Interest bearing loans and borrowings:

Loan Notes due 2023

Loan Notes due 2026

Revolving credit facility

0.3

25.0

31.9

—

0.3

25.0

31.9

—

During the year ended December 31, 2023 and December 31, 2022, there were no transfers between Level 1,
Level 2 and Level 3 fair value measurements.

(b) Financial instruments of the Group

Interest rate risk profile on financial assets

This table shows the Group's financial assets at December 31, which are cash and cash equivalents. These
assets are all subject to floating interest rate risk.

Cash by currency:

U.S. dollar

GBP sterling

Euro

Chinese renminbi

Canadian dollar

December 31,
2023

December 31,
2022

(0.4)

0.1

1.2

1.6

2.6

(1.2)

11.3

0.2

1.6

1.0

12.9

The Group earns interest on cash balances through either deposit accounts or placing funds on money markets
at short-term fixed rates. In all cases, with the exception of the restricted cash, interest earned is at
approximately SONIA rates during the year.

Interest rate risk profile on financial liabilities

The following table sets out the carrying value, by original maturity, of the Group's financial instruments that were
exposed to both fixed and variable interest rate risk. The carrying values include interest payments to be made
and interest rates on the Group's variable rate debt have been based on a forward curve.

128

LUXFER HOLDINGS PLC

29. Financial instruments (continued)

December 31, 2023

December 31, 2022

Within
12
months

1-5
years

> 5
years

Total

Within
12
months

1-5
years

> 5
years

Total

Floating interest rate risk:
Revolving credit facility
(including interest payments)
Overdraft (including interest
payments)

Fixed interest rate risk:
Loan Notes due 2023 (including
interest payments)
Loan Notes due 2026 (including
interest payments)

—

43.1

4.6

—

1.3

5.9

—

26.9

70.0

—

43.1

4.6

—

31.9

—

25.6

—

28.2

75.9

1.3

26.9

28.1

60.0

—

31.9

—

25.6

29.4

86.9

Hedging activities

Forward foreign currency exchange contracts

The Company incurs currency transaction risk whenever one of the Company's operating subsidiaries enters into
either a purchase or sales transaction in a currency other than its functional currency. Currency transaction risk
is reduced by matching sales and expenses in the same currency. The Company's U.S. operations have little
currency exposure as most purchases, costs and sales are conducted in U.S. dollars. The Company's U.K.
operations are exposed to exchange transaction risks, mainly because these operations sell goods priced in
U.S. dollars and purchase raw materials priced in U.S. dollars.

At December 31, 2023 and 2022, the Company held various forward foreign currency exchange contracts in
respect of forward sales for U.S. dollars, euros, Canadian dollars and Japanese yen for the receipt of GBP
sterling. The Company also held forward foreign currency exchange contracts in respect of forward purchases
for U.S. dollars, euros, Canadian dollars, Australian dollars and Chinese yuan by the sale of GBP sterling. The
contract totals in GBP sterling, range of maturity dates and range of exchange rates are disclosed overleaf, with
the value denominated in GBP sterling, given that it is the currency the all of the contracts are held in.

Sales hedges
Contract totals/£m
Maturity dates

Exchange rates

Purchase hedges
Contract totals/£m
Maturity dates

Exchange rates

U.S. dollars
23.5
01/24 to 02/24
$1.2159 to
$1.2760

December 31, 2023
Euros
3.4
01/24 to 03/24
€1.1432 to
€1.1494

Canadian Dollars
0.3
01/24 to 02/24

$1.6843

Japanese Yen
0.2
01/24 to 02/24
¥179.3673 to
¥185.6455

U.S. dollars

Euros

Canadian
dollars

Australian
dollars

0.4
02/24 to 03/24
$1.2155 to
$1.2614

0.8

11.0
01/24 01/24 to 02/24
$1.7199 to
$1.6840

€1.1577 to
€1.1535

0.9
01/24

$1.8719

Chinese yuan
1.4
01/24
¥9.0433 to
¥9.0440

129

LUXFER HOLDINGS PLC

29. Financial instruments (continued)

Sales hedges
Contract totals/£m
Maturity dates

Exchange rates

Purchase hedges
Contract totals/£m
Maturity dates

Exchange rates

December 31, 2022

U.S. dollars
13.4
01/23 to 03/23

Euros
12.8
01/23 to 03/23

Canadian dollars
0.1
01/23

$1.1207 to $1.2083

€1.1234 to €1.1468

$1.6320

U.S. dollars

Euros

2.6
01/23 to 04/23 01/23 to 04/23

9.2

Canadian
dollars

Australian
dollars

Chinese
yuan

9.5
01/23

1.0

1.6
01/23 01/23 to 03/23

$1.1040 to
$1.2084

€1.1437 to
€1.2240

$1.6796 to
$1.6239

$1.7787

¥8.3906 to
¥8.4126

Foreign currency translation risk disclosures

Exchange gains and losses arising on the translation of the Group's non-U.S. assets and liabilities are classified
as equity and transferred to the Group's translation reserve. In 2023, a gain of $6.8 million (2022: loss of $15.2
million) was recognized in translation reserves.

The Company had committed banking facilities of $125.0 million at December 31, 2023 and $100.0 million at
December 31, 2022. Of these committed facilities, $43.1 million was drawn at December 31, 2023 and $31.9
million at December 31, 2022. The Company also had an additional $25.0 million of uncommitted facilities
through an accordion provision at December 31, 2023 and $50.0 million at December 31, 2022.

130

LUXFER HOLDINGS PLC

30. Retirement Benefits

The Group operates funded defined benefit pension plans in the U.K., the U.S. and France. The levels of funding
are determined by periodic actuarial valuations that take into account changes in actuarial assumptions,
including discount rates and expected returns on plan assets. The assets of the plans are generally held in
separate Trustee-administered funds. The Group also operates defined contribution plans in the U.K., the U.S.,
Australia and Canada.

Remeasurements are recognized in full in the period in which they occur. The liability recognized in the
consolidated balance sheet represents the present value of the defined benefit obligation, as reduced by the fair
value of plan assets. The cost of providing benefits is determined using the Projected Unit Credit Method.

The principal defined benefit pension plan in the Group is the U.K. Luxfer Group Pension Plan ("the Plan"),
which closed to new members in 1998, new employees then being eligible for a defined contribution plan. With
effect from April 2004, the Plan changed from a final salary to a career average revalued earnings benefit scale.
In August 2005, a plan specific earnings cap of £60,000 per annum subject to inflation increases was introduced,
the figure had risen to £76,000 in 2015. In October 2007, the rate of the future accrual for pension was reduced
and a longevity adjustment was introduced to mitigate against the risk of further unexpected increases in life
expectancies. In 2015, following a consultation with the Trustees and members, it was agreed the Plan would
close to future accrual of benefits effective from April 5, 2016 and for the purpose of increasing pensions in
payment, to use the Consumer Prices Index ("CPI") as the reference index in place of the Retail Prices Index
("RPI") where applicable. The remaining active members, numbering approximately 160, were transferred into a
defined contribution plan. The pension cost of the Plan is assessed in accordance with the advice of an
independent firm of professionally qualified actuaries, Lane Clark & Peacock LLP. The Plan is registered with
HMRC for tax purposes, operates separately from the Group and is managed by an independent set of Trustees.
The Plan operates under U.K. trust law and the trust is a separate legal entity from the Group. The Plan is
governed by an independent board of Trustees, composed of two member nominated Trustees and four
company appointed Trustees.

The Trustees are required by law to act in the best interests of scheme members and are responsible for setting
certain policies (e.g. investment funding) together with the Group. A one-off cash contribution was paid in
December 2021 of £9.6 million in addition to the £4.1 million annual payment. While there is an expectation that
no further contributions will be required until at least after the next valuation in 2024, there is no guarantee that
this will be the case. The Trustees can request additional contributions, and the U.K. Pensions Regulator (TPR)
has the power to order further funding in the current three-year window should increasingly stringent regulation
require it.

The Group's other arrangements are less significant than the Luxfer Group Pension Plan, the Group completed a
buyout of the U.S. BA Holdings, Inc. Pension Plan in the first quarter of 2023.

The total charge to the Group's consolidated income statement for 2023 for retirement benefits was a cost of
$4.0 million (2022: cost of $5.1 million).

The movement in the pension surplus is shown below:

Net retirement benefit surplus at January 1

Charged / (credited) to the consolidated income statement:

Curtailment charge

Net interest on net surplus

Administrative costs

Cash contributions

Credited to the consolidated statement of comprehensive income

Exchange difference

Net retirement benefit surplus at December 31

2023

2022

(25.4)

(14.5)

0.2

(1.3)

1.4

(2.3)

(10.9)

(1.9)

(40.2)

0.5

(0.2)

1.1

(0.4)

(15.3)

3.4

(25.4)

131

30. Retirement Benefits (continued)

The financial assumptions used in the calculations were:

Discount rate

Inflation related assumptions:

Pre-2030

Retail Price Inflation

Consumer Price Inflation

Pension increases—pre 6 April 1997

—1997 - 2005

—post 5 April 2005

Post-2030

Retail Price Inflation

Consumer Price Inflation

Pension increases—pre 6 April 1997

—1997 - 2005

—post 5 April 2005

Other principal actuarial assumptions:

Life expectancy of male / female in the U.K. aged 65 at accounting date

LUXFER HOLDINGS PLC

Projected Unit Credit Valuation

U.K.

Non-U.K.

2023

2022

2023

2022

4.50

4.80

n/a

5.10

3.10

2.00

1.80

2.10

1.60

3.10

3.00

2.30

2.90

2.00

3.20

2.10

1.90

2.10

1.70

3.20

3.10

2.40

3.00

2.20

n/a

2023

Years

2022

Years

21.2 / 23.1 21.2 / 23.0

Life expectancy of male / female in the U.K. aged 65 at 20 years after accounting date

22.5 / 24.6 22.5 / 24.5

Investment strategies

For the principal defined benefit plan in the Company and the U.K., the Luxfer Group Pension Plan, (the "Plan,"
as defined above), the assets are invested in a diversified range of asset classes and include matching assets
(comprising fixed-interest and index-linked bonds and swaps) and growth assets (comprising all other assets).
The Trustees of the Plan have formulated a de-risking strategy to help control the short-term risk of volatility
associated with holding growth assets. The Trustees also monitor the cost of a buy-in to secure pensioner
liabilities with an insurance company to ensure they and the Company are able to act if such an opportunity
arises.

Risk exposures

The U.K. plan currently has a long-term strategic target to hold 20 percent of assets in equity and other growth
investments, with the intention of growing the value of assets relative to liabilities. The Company is at risk if the
value of liabilities grows at a faster rate than the plans' assets, or if there is a significant fall in the value of these
assets not matched by a fall in the value of liabilities. If any of these events occurred, it would be expected to
lead to an increase in the Company's future cash contributions.

Special events

In 2021, the Company decided to terminate its U.S. Pension Plan. The Company completed the buyout of the
U.S. plan in the first quarter of 2023. As a result, a final premium totaling $29.3 million was paid to settle the
liabilities. Assets of $27.2 million were sold from the plan, resulting in a $2.1 million contribution from the
Company to extinguish the liabilities from the plan in full.

132

30. Retirement Benefits (continued)

The amounts recognized in the consolidated income statement in respect of the pension plans were as
follows:

LUXFER HOLDINGS PLC

In respect of defined benefit plans:
Net interest on net surplus
Administrative expenses
Past service cost
Losses on curtailments and settlements
Total charge for defined benefit plans
In respect of defined contribution plans:
Total charge for defined contribution plans
Total charge for pension plans

2023

U.K.
$M

2023
Non-
U.K.
$M

2023

2022

Total
$M

U.K.
$M

2022
Non-
U.K.
$M

2022

Total
$M

(1.5)
1.1
—
—
(0.4)

2.1
1.7

0.2
0.3
—
0.2
0.7

1.6
2.3

(1.3)
1.4
—
0.2
0.3

(0.2)
0.6
—
—
0.4

3.7
4.0

2.0
2.4

—
0.5
—
0.5
1.0

1.7
2.7

(0.2)
1.1
—
0.5
1.4

3.7
5.1

Of the total charge for the year, charges of $3.7 million and $1.4 million (2022: $3.7 million and $1.1 million) have
been included in cost of sales and administrative costs, respectively and a credit of $1.1 million. (2022: charge of
$1.6 million) has been included in finance costs.

For the year, the amount of gain recognized in the Consolidated Statement of Comprehensive Income is $10.9m
(2022: gain of $15.3m).

The actual return of the plans assets was a gain of $20.5 million (2022: loss of $80.5 million).

The value of the plans assets and liabilities were:

Assets in active markets:

Equities and growth funds

Government bonds

Corporate bonds

Cash

Total market value of assets

2023

U.K.

2023

Non-U.K.

2023

Total

2022

U.K.

2022

Non-U.K.

2022

Total

65.8

69.6

135.7

3.1

274.2

—

65.8

69.6

78.3

65.7

135.7

106.1

3.1

2.5

274.2

252.6

—

27.5

0.6

28.1

78.3

65.7

133.6

3.1

280.7

Present value of plan liabilities

(233.9)

(0.1)

(234.0)

(225.6)

(29.7)

(255.3)

Surplus / (deficit) in the plans
Related deferred income tax (liability) /
asset

Net pension asset / (liability)

40.3

(0.1)

40.2

27.0

(1.6)

25.4

(9.4)

30.9

—

(9.4)

(4.9)

0.4

(0.1)

30.8

22.1

(1.2)

(4.5)

20.9

The plans do not invest directly in property occupied by the Group or in financial securities issued by the Group.

The scheme rules provides the Group with an right to a refund of surplus assets assuming the full settlement of
plan liabilities in the event of a plan wind-up. Based on these rights, any net surplus in the UK scheme is
recognized in full.

133

LUXFER HOLDINGS PLC

30. Retirement Benefits (continued)

Analysis of movement in the present value of the defined benefit obligations:

At January 1

Interest on obligation

Actuarial losses / (gains) on financial
assumptions
Actuarial gains on demographic
assumptions
Actuarial (gains) / losses on plan
experience

Exchange difference

Benefits paid

Curtailment settlement

At December 31

2023

U.K.

2023

Non-U.K.

2023

Total

2022

U.K.

2022

Non-U.K.

2022

Total

225.6

11.0

5.0

(0.1)

(7.7)

12.7

29.7

0.2

255.3

11.2

363.0

6.2

45.9

1.3

408.9

7.5

—

5.0

(104.2)

(10.3)

(114.5)

(0.1)

—

(7.7)

10.5

12.7

(37.1)

—

0.5

—

11.0

(37.1)

(12.6)

(0.9)

(13.5)

(12.8)

(2.4)

(15.2)

—

233.9

(28.9)

—

(5.3)

0.1

234.0

225.6

29.7

255.3

The sensitivities regarding the principal assumptions used to measure the present value of the defined benefit
obligations are set out below:

Assumption
Discount rate
CPI inflation (and related
increases)
Post retirement mortality

Change in assumption
Increase/decrease by 0.1%

Increase/decrease by 0.1%
Increase by 1 year

Impact on total defined
benefit obligations

Decrease/increase by 1%

Increase/decrease by 1%
Increase by 3%

The sensitivities have been calculated to show the movement in the total defined benefit obligation in isolation,
assuming no other changes in market conditions at the accounting date. In practice, for example, a change in
discount rate is likely to be associated with a movement in the value of the invested assets held by the plans.

Analysis of movement in the present value of the fair value of plan assets:

2023

U.K.

2023

Non-U.K.

2023

Total

2022

U.K.

2022

Non-U.K.

2022

Total

At January 1

Interest on plan assets

Actuarial gains

Exchange difference

Contributions from employer

Administrative expenses

Benefits paid

Curtailment settlement

At December 31

252.6

28.1

280.7

12.5

8.0

14.6

0.2

(1.1)

(12.6)

—

274.2

—

2.1

12.5

8.0

14.6

2.3

(0.3)

(0.9)

(29.0)

(1.4)

(13.5)

(29.0)

376.6

6.3

(76.8)

(40.5)

0.4

(0.6)

(12.8)

—

46.8

1.2

(11.2)

—

(0.5)

(2.4)

(5.8)

—

274.2

252.6

28.1

423.4

7.5

(88.0)

(40.5)

0.4

(1.1)

(15.2)

(5.8)

280.7

The estimated amount of employer contributions expected to be paid to the defined benefit pension plans for the
year ending December 31, 2024 is $0.4 million (2023: $2.3 million actual employer contributions) reflecting the
PPF levy contribution required.

134

LUXFER HOLDINGS PLC

31. The Luxfer Group Employee Share Ownership Plan

The trust

In 1997, the Group established an employee benefit trust ("the ESOP") with independent Trustees, to purchase
and hold shares in the Group in trust to be used to satisfy options granted to eligible senior employees under the
Group's share plans established from time to time.

The ESOP was established with the benefit of a gift equivalent to the set up and running costs. Purchase monies
and costs required by the ESOP Trustees to purchase shares for and under the provisions of the trust are
provided by way of an interest free loan from a Group subsidiary. The loan is repayable, in normal
circumstances, out of monies received from senior employees when they exercise options granted to them over
shares. Surplus shares are held by the ESOP Trustees to satisfy future option awards. The ESOP Trustees have
waived their right to receive dividends on shares held in trust. The Remuneration Committee is charged with
determining which senior employees are to be granted options and in what number subject to the relevant plan
rules.

The current plan

The current share option plan, implemented by the Group in February 2007 is The Luxfer Holdings Executive
Share Option Plan ("the Plan"), which consists of two parts. Part A of the Plan is approved by HM Revenue &
Customs and Part B is unapproved. Options can be exercised at any time up to the tenth anniversary of their
grant subject to the rules of the relevant part of the Plan. As a result of the I.P.O. all leaver restrictions over the
shares were released. There are no other performance criteria attached to the options.

Movements in the year

The movement in the number of shares held by the Trustees of the ESOP and the number of share options held
over those shares are shown below:

At January 1, 2023
Shares utilized during the year

At December 31, 2023

Number of shares held by
ESOP Trustees

£0.0001 deferred shares

721,261
(85,460)

635,801

At December 31, 2023, the loan outstanding from the ESOP was $0.5 million (2022: $0.5 million).

The market value of each £0.50 ordinary share held by the ESOP at December 31, 2023 was $8.94 (2022:
$13.72).

32. Share based compensation

Luxfer Holdings PLC Long-Term Umbrella Incentive Plan and Luxfer Holdings PLC Non-Executive
Directors Equity Incentive Plan

As an important retention tool and to align the long-term financial interests of our management with those of our
shareholders, the Company adopted the Luxfer Holdings PLC Long-Term Umbrella Incentive Plan (the "LTIP")
for the Company's senior employees and the Luxfer Holdings PLC Non-Executive Directors Equity Incentive
Plan (the "Director EIP") for the Non-Executive Directors.

The equity or equity-related awards under the LTIP and the Director EIP are based on the ordinary shares of the
Company. The Remuneration Committee administers the LTIP and has the power to determine to whom the
awards will be granted, the amount, type and other terms. Awards granted under the LTIP generally vest
onequarter each year over a four-year period, subject to continuous employment and certain other conditions,
with the exercise period expiring six years after grant date. Awards granted under the Director EIP are
nondiscretionary, are purely time-based and vest over one year, with settlement occurring immediately on
vesting.

135

LUXFER HOLDINGS PLC

32. Share based compensation (continued)

Share option and restricted stock awards

In March 2023, a combined 127,000 of Restricted Stock Units and Options over ordinary shares were granted
under the LTIP, which were all time-based awards vesting over a period of four years and expiring two years
later. Also in March 2023, a maximum 157,000 awards were granted based on the achievement of shareholder
return targets. In June 2023, a combined 31,000 Restricted Stock Units and Options over ordinary shares were
granted under the Director EIP, which were all time-based awards that would fully vest one year later.

In March 2022, a combined 130,000 of Restricted Stock Units and Options over ordinary shares were granted
under the LTIP, which were all time-based awards vesting over a period between three and four years and
expiring two years later. Also throughout 2022, a maximum 280,000 awards were granted based on the
achievement of shareholder return targets. In May 2022, 19,000 additional awards were granted under the LTIP,
which were all time-based awards vesting over four years and an additional 15,000 awards were granted under
the LTIP, which vested immediately. In June 2022, a combined 26,000 Restricted Stock Units and Options over
ordinary shares were granted under the Director EIP, which were all time-based awards that would fully vest one
year later.

Total share-based compensation expense for 2023 and 2022 was as follows:

Share based compensation charges

There were no cancellations or modifications to the awards in 2023 or 2022.

2023
$M

2022
$M

2.8

2.5

The actual tax benefit realized for the tax deductions from option exercises totaled $0.4 million and $0.8 million
in 2023 and 2022 respectively.

The following table illustrates the number of, and movements in, share options during the year, with each option
relating to 1 ordinary share:

At January 1

Granted during the year

Exercised during the year

Accrued dividend awards

Lapsed during the year

At December 31

Options exercisable at December 31,

Options expected to vest as of December 31,

2023

2022

Weighted
average
exercise
price

Number

Weighted
average
exercise
price

$1.00

547,522

$1.00

472,695

(173,017)

$1.00

8,829

$1.00

(276,876)

$1.00

579,153

$1.00

9,862

$1.00

270,055

$0.99

$1.00

$0.98

$0.96

$0.99

$1.00

Number

579,153

314,828

(116,148)

10,902

(75,638)

713,097

16,423

387,123

The weighted average fair value of options granted in 2023 and 2022 was estimated to be $14.73 and $16.45
per share, respectively. The total intrinsic value of options that were exercised during 2023 and 2022 was $1.7
million and $2.9 million, respectively. At December 31, 2023, the total unrecognized compensation cost related to
share options was $2.8 million (2022: $3.1 million). This cost is expected to be recognized over a weighted
average period of 2.4 years (2022: 2.7 years ).

136

32. Share based compensation (continued)

The following table illustrates the assumptions used in deriving the fair value of share options during the year:

LUXFER HOLDINGS PLC

Dividend yield (%)

Expected volatility range (%)

Risk-free interest rate (%)

Expected life of share options range (years)

Forfeiture rate (%)

Weighted average exercise price ($)
Model used

2023

2022

3.15 - 3.32

2.75 - 3.41

31.54 - 43.49

36.11 - 49.43

3.67 - 5.16

1.00 - 4.00

5.00

1.28 - 2.99

0.50 - 4.00

5.00

$1.00
Black-Scholes
& Monte-Carlo

The expected life of the share options is based on historical data and current expectations and is not necessarily
indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical
volatility over a period similar to the life of the options is indicative of future trends, which may not necessarily be
the actual outcome.

Employee share incentive plans

The Group operates an all-employee share incentive plan in its U.K. and U.S. operations and may look to
implement plans in other geographic regions.

33. Related party transactions

Joint venture in which the Company is a venturer

During 2023, the Group maintained its 50% investment in the equity of the joint venture, Nikkei-MEL Company
Limited. During 2023, the Elektron segment made $0.5 million of sales to the joint venture (2022: $0.6 million). At
December 31, 2023, the gross and net amounts receivable from the joint venture amounted to $0.1 million
(2022: $0.1 million).

Transactions with other related parties

At December 31, 2023, the directors and key management comprising the members of the Executive Leadership
Team, owned 289,036 £0.50 ordinary shares (2022: 233,724 £0.50 ordinary shares) and held awards over a
further 271,003 £0.50 ordinary shares (2022: 231,668 £0.50 ordinary shares).

During the years ended December 31, 2023 and 2022, share options held by members of the Executive
Leadership Team were exercised; information relating to these exercises is disclosed in the Remuneration
Report on pages 38 to 63.

Other than the transactions with the joint ventures, associates and key management personnel disclosed above,
no other related party transactions have been identified.

34. Post Balance Sheet Events

No material subsequent events.

137

COMPANY BALANCE SHEET AT DECEMBER 31, 2023
All amounts in millions

ASSETS
Non-current assets
Investments
Retirement benefits

Current assets
Trade and other receivables

Total assets

EQUITY AND LIABILITIES
Capital and reserves
Ordinary share capital
Share premium account
Treasury shares
Retained earnings
Translation reserve
Own shares held by ESOP
Share based compensation reserve
Capital and reserves attributable to the Company’s equity shareholders
Total equity

Non-current liabilities
Deferred income taxes
Total non-current liabilities

Current liabilities
Trade and other payables

Total liabilities

TOTAL EQUITY AND LIABILITIES

LUXFER HOLDINGS PLC

At December 31,
2023

At December 31,
2022

Note

37
45

41
41
41

374.0
40.3
414.3

371.2
27.0
398.2

—

6.3

414.3

404.5

26.5
232.1
(22.9)
194.5
(23.1)
(0.9)
(8.6)
397.6
397.6

9.2
9.2

7.5

16.7

414.3

26.5
231.3
(20.4)
195.9
(23.1)
(1.0)
(9.9)
399.3
399.3

5.1
5.1

0.1

5.2

404.5

The Group has taken advantage of the exemption provided under Section 408 of the Companies Act 2006 not to
present Luxfer Holding PLC’s Company income statement. Net profit / (loss) for the year was $3.2 million (2022:
($34 million))

THE FINANCIAL STATEMENTS ON PAGES 138 TO 151 WERE APPROVED BY THE BOARD ON APRIL 25, 2024 AND SIGNED ON ITS
BEHALF:

Andy Butcher,

April 25, 2024

Company Registration no. 03690830

138

LUXFER HOLDINGS PLC

COMPANY STATEMENT OF CHANGES IN EQUITY
YEAR ENDED 31 DECEMBER, 2023

All amounts in millions

Equity attributable to the equity shareholders of the parent

Note

Ordinary
share
capital
$M

26.5

—

Deferred
share
capital
$M
149.9

Share
premium
account
$M
79.7

Treasury
shares
$M

Retained
earnings
$M

Translation
reserve
$M

Own
shares held
by ESOP
$M

Share based
compensation
reserve
$M

Total
equity
$M

—

34.0

—

(9.6)

168.1

(23.1)

(1.1)

—

(8.8) 381.6

—

34.0

At January 1, 2022

Net loss for the year

Remeasurement of
defined benefit retirement
plan
Deferred income taxes on
items taken to other
comprehensive income

Translation reserve

Total comprehensive
income for the year

Equity dividends paid

Equity settled share based
compensation charges

Utilization of treasury
shares

41
Utilization of ESOP shares 41
Repurchase of ordinary
shares
Cancellation of ordinary
shares

Other changes in equity in
the year

At December 31, 2022
Net profit for the year

Remeasurement of
defined benefit retirement
plan

Deferred income taxes on
items taken to other
comprehensive income

Total comprehensive
income for the year

Equity dividends paid

Equity settled share based
compensation charges

Utilization of treasury
shares

Utilization of ESOP shares 41
Repurchase of ordinary
shares

Other changes in equity in
the year

At December 31, 2023

—

13.3

—

13.3

—

(5.3)

—

42.0

(14.2)

—

0.1

1.7

0.3

—

(11.1)

—

(149.9)

149.8

—

(149.9)

151.6

(10.8)

(14.2)

—

26.5

—

0.0

231.3

(20.4)

195.9

(23.1)

—

3.2

—

0.1

—

0.1

(1.0)

—

(5.3)

—

42.0

—

(14.2)

2.5

(0.8)

(2.8)

(0.4)

(1.0)

—

(11.1)

—

(0.1)

(1.1)

(24.3)

(9.9) 399.3

—

3.2

—

12.7

—

12.7

—

0.1

—

0.1

(0.9)

—

(3.3)

—

12.6

—

(14.0)

2.8

(0.3)

(1.2)

(0.1)

(0.3)

—

(2.7)

1.3

(14.3)

(8.6) 397.6

—

(3.3)

—

12.6

(14.0)

—

0.8

0.2

—

(2.7)

—

26.5

—

0.8

(2.5)

(14.0)

0.0

232.1

(22.9)

194.5

(23.1)

139

LUXFER HOLDINGS PLC

35. Material accounting policies

Authorization of financial statements

The Company financial statements for the year ended December 31, 2023 were authorized for issue by the
Board of Directors on April 25, 2024 and the balance sheet was signed on the Board’s behalf by A. Butcher.
Luxfer Holdings PLC is a company incorporated and domiciled in England and Wales.

Basis of preparation

These financial statements were prepared in accordance with The Companies Act 2006 as applicable to
companies using Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (“FRS 101”).

The material accounting policies set out in this note to the financial statements have been applied in preparing
these financial statements and comparative information.

FRS 101 sets out a reduced disclosure framework for a ‘qualifying entity’ as defined in the standard which
addresses the financial reporting requirements and disclosure exemptions in the individual financial statements
of qualifying entities that otherwise apply the recognition, measurement and disclosure requirements of
International accounting standards in conformity with the requirements of the Companies Act 2006.

The Company is a qualifying entity for the purposes of FRS 101. The material accounting policies set out in this
note to the financial statements have been consistently applied in preparing these financial statements and
comparative information from 1 January 2020.

The key disclosure exemptions adopted by the Company in accordance with FRS 101 are as follows:

•

•
•

•

Paragraphs 45(b) and 46 to 52 of IFRS 2, ‘Share-based payment’ (details of the number and
weighted average exercise prices of share options, and how the fair value of goods or services
received was determined).
IFRS 7, ‘Financial Instruments: Disclosures’.
Paragraphs 91 to 99 of IFRS 13, ‘Fair value measurement’ (disclosure of valuation techniques and
inputs used for fair value measurement of assets and liabilities).
The requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118,
119(a) to (c), 120 to 127 and 129 of IFRS 15, ‘Revenue from Contracts with Customers’.
Paragraph 38 of
requirements in respect of:

financial statements’ comparative

‘Presentation of

information

IAS 1,

◦
◦
◦

Paragraph 79(a)(iv) of IAS 1;
paragraph 73(e) of IAS 16, ‘Property, plant and equipment’; and
paragraph 118(e) of IAS 38, ‘Intangible assets’ (reconciliations between the carrying
amount at the beginning and end of the period).

•

The following paragraphs of IAS 1, ‘Presentation of financial statements’:

◦
◦
◦
◦
◦

10(d), (statement of cash flows);
16 (statement of compliance with all IFRSs);
38B-D (additional comparative information);
111 (cash flow statement information); and
134-136 (capital management disclosures).

•
•

IAS 7, ‘Statement of cash flows’.
Paragraph 30 and 31 of IAS 8, ‘Accounting policies, changes in accounting estimates and
errors’ (requirement for the disclosure of information when an entity has not applied a new IFRS
that has been issued but is not yet effective).
Paragraph 17 of IAS 24, ‘Related party disclosures’ (key management compensation).
The requirements in IAS 24, ‘Related party disclosures’ to disclose related party transactions
entered into between two or more members of a group.

140

LUXFER HOLDINGS PLC

The Company financial statements have been prepared on a historical cost basis, except where IFRS requires
or permits fair value measurement.

The directors have a reasonable expectation that the Company has adequate resources to continue in
operational existence for the foreseeable future. In assessing the appropriateness of adopting the going concern
basis in the preparation of these financial statements, cash forecasts and projections have been prepared to
June 2025. Throughout the forecasted period, there is sufficient headroom in our covenant compliance which
would enable the Group to drawdown on the RCF and therefore not impact the Company's ability to continue as
a going concern. Therefore the directors continue to apply the going concern basis for accounting in the
preparation of the Company financial statements.

Investments

Investments in subsidiary undertakings are stated at cost less, where appropriate, provisions for impairment.

Loans to subsidiary undertakings and joint ventures are initially recorded at fair value; they are then
subsequently carried at amortised cost. The loans are interest bearing.

The Company grants share-based payments to the employees of subsidiary companies. Each period, the fair
value of the employee services received by the subsidiary as a capital contribution from the Company is
reflected as an addition to investments.

The Company has applied IFRS 9 and the expected credit loss model when valuing its loans to investments.

Other material accounting policies

As applicable, the material accounting policies of the Company follow those of the Group set out in Note 1 to the
consolidated financial statements. The critical accounting judgments and key sources of estimation uncertainty
applicable for the Company financial statements are pensions, set out in Note 1 to the consolidated financial
statements and impairment of non-financial assets.

Impairment of non-financial assets

In 2023, management identified the need to assess the value of investments for potential impairment due to the
fall in the Company's share price. Management completed a quantitative impairment evaluation on the last day
of the third quarter of 2023. No impairment was identified as a result of this assessment

The recoverable amount of the Company's investments were determined based on a value-in-use calculation
using a discounted cash flow method. The cash flows were derived from a 3-year business plan prepared at a
detailed level for the legal entities. The results of these plans were then extrapolated to give a terminal value
based on a growth rate of 2.1%. The 3-year business plans were driven by detailed sales forecasts by product
type and best estimate of future demand by end market, using current margins. The cash flows included
allowances for capital maintenance costs, along with working capital requirements based on the projected level
of sales. A pre-tax discount rate of between 10.0% and 10.2% was used for the individual legal entities, which
was considered a best estimate for the risk-adjusted cost of capital. The long-term projections assumed product
prices and costs were at current levels, but the exchange rates used were USD:GBP of $1.25 and USD:EUR of
$1.16.

The recoverable amount is the higher of fair value less costs of disposal and value in use. The value in use was
determined by management using a discounted cash flow analysis. Projecting discounted future cash flows
required management to make significant estimates including: (i) future revenue growth rates including the
perpetual growth rate; (ii) anticipated operating margins; and (iii) the discount rates applied to the estimated
future cash flows.

The Directors and management have considered and assessed possible changes for other key assumptions and
have not identified any instances that could cause the carrying amount to exceed its recoverable amount.

36. Directors’ interests

Disclosure of individual directors’ remuneration, share interests, share options, long-term incentive schemes,
pension contributions and pension entitlements required by the Companies Act 2006 are shown within the
Remuneration Report on pages 38 to 63 and form part of these financial statements.

141

37. Investments

Cost and net book value:
At January 1, 2022
Additions
At December 31, 2022
Additions
At December 31, 2023

LUXFER HOLDINGS PLC

Investments in
subsidiary
undertakings
$M

Loans to
subsidiary
undertakings
$M

Capital
contributions
$M

297.7
—
297.7
—
297.7

51.4
—
51.4
—
51.4

19.6
2.5
22.1
2.8
24.9

Total
$M

368.7
2.5
371.2
2.8
374.0

Details of the investments in which the Group or the Company holds share capital at December 31, 2023, are as
follows:

Luxfer, Inc.*

BA Holdings, Inc.*

Luxfer Group Limited

Name of company

Luxfer Group 2000 Limited

Luxfer Australia Pty Limited *

Luxfer Group UK Pension Trustee Limited*

Luxfer Gas Cylinders (Shanghai) Co., Limited *

Luxfer Group Services Limited *
Lumina Trustee Limited 1

Country of
incorporation
U.S. 3
England and Wales2
England and Wales2
Australia6
England and Wales2
Luxfer Gas Cylinders Limited *
Luxfer Gas Cylinders China Holdings Limited * England and Wales2
Republic of China7
England and Wales2
England and Wales2
England and Wales2
U.S. 3
England and Wales2
England and Wales2
U.S.8
U.S.14
U.S.5
Canada9
U.S.5
France4
Canada10
Germany11
U.S.5
U.S.12

Luxfer Magtech Inc.*
GTM Technologies, LLC *

Magnesium Elektron North America, Inc. *

Structural Composites Industries LLC *#

Niagara Metallurgical Products Limited *

Luxfer Overseas Holdings Limited *

Magnesium Elektron Limited *

Luxfer Gas Cylinders S.A.S. *

Reade Manufacturing, Inc.*

Luxfer Germany GmbH *

Luxfer Canada Limited *

MEL Chemicals, Inc.*

Holding

Proportion of voting
rights and shares held

Nature of
business

Common stock

Ordinary shares

Common stock

Ordinary shares

Common stock

Ordinary shares

Common stock

Ordinary shares

Common stock
Capital Interest

100% Holding company

100% Property Services

100% Trustee company

100%

Distribution

Engineering

100% Holding company

100%

Manufacturing

100% Holding company

100%

Non trading

Engineering

100% Holding company

100%

100%
100%

Manufacturing

Engineering

Manufacturing
Engineering

Other Investments

Nikkei-MEL Company Limited *

Japan13

Ordinary shares

50 %

Distribution

All shareholdings stated are valid for both 2023 and 2022 except where indicated.

142

LUXFER HOLDINGS PLC

Subsidiary undertakings are all held directly by the Company unless indicated.
* Held by a subsidiary undertaking.
# Registered in 2021
1 Acts as bare trustee in connection with the 2007 share capital reorganisation.
2 Registered address: Lumns Lane, Manchester, M27 8LN, England.
3 Registered address: 1679 S. Dupont Hwy, Ste 100, Dover, DE 199091, U.S.
4 Registered address: 7 Rue de l’Industrie, 63360 Gerzat, France.
5 Registered address: The Corporation Trust Company, Corporate Trust Center, 1209 Orange Street, Wilmington, DE 19801, U.S.
6 Registered address: Unit 4, 171-175 Newton Road, Wetherill Park, NSW 2164, Australia.
7 Registered address: No. 123, Lane 150, Pingbei Road, Minghang District, Shanghai, PRC 201109, China.
8 Registered address: c/o CT Corporation, 830 Bear Tavern Road, Trenton, NJ 08628, U.S.
9 Registered address: David Toswell of Blake, Cassels & Graydon LLP, 1114 Harvest Drive, Pickering, ON, L1X 1B6, Canada.
10 Registered address: (Torys) 525-8th Avenue S.W, 46th Floor, Eighth Avenue Place East, Calgary, Alberta, T2P 1G1, Canada.
11 Registered address: Am Alten Stadtpark 37, 44791 Bochum, Germany.
12 Registered address: Corporation Service Comp., 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, DE 19808, USA
13 Registered address: NYK Tennoz Building, 2-20 Higashi-Shinagawa 2-chome, Shinagawa-ku, Tokyo, 140-8628, Japan
14 Registered address: 336 Enterprise Pl, Pomona, CA 91768, United States

38. Deferred income taxes

At January 1, 2022
(Charged) / credited to income statement

Charged to other comprehensive income

Transfer of Group relief to Group undertaking

At December 31, 2022
Charged to income statement

Charged to other comprehensive income

At December 31, 2023

Tax losses and
other timing
differences
$M
3.4

(2.1)

—

(1.1)

0.2
—
—
0.2

Retirement
benefit
obligations
$M
(3.4)
2.3
(4.2)
—
(5.3)
(1.3)
(2.8)
(9.4)

Total
$M
0.0

0.2

(4.2)

(1.1)

(5.1)

(1.3)

(2.8)
(9.2)

At the balance sheet date, the Company has no unrecognised deferred income tax assets relating to losses
(2022: nil). A deferred tax asset of $0.2 million (2022: $0.2 million) has been recognised in relation to timing
differences and losses, to the extent that it is deemed probable that sufficient taxable profit will be available
against which the losses may be utilized. A deferred tax liability of $9.4 million (2022: $5.3 million) has been
recognized in respect of the pension plan surplus.

39. Trade and other receivables

Amounts owed by Group undertakings

December 31,
2023

December 31,
2022

—

6.3

The amounts owed by Group undertakings are interest bearing, unsecured and repayable on demand. The
interest rates are based on external indices plus an agreed margin.

143

LUXFER HOLDINGS PLC

40. Cash and cash equivalents

Cash is swept into a concentration account held within a subsidiary undertaking. Cash at bank and in hand earns
interest at floating rates based on daily bank deposit rates. The directors consider that the carrying value of cash
and cash equivalents approximates to their fair value.

41. Share capital and Reserves

(a)

Ordinary share capital

Authorized:
Ordinary shares of £0.50 each

Allotted, called up and fully paid:
Ordinary shares of £0.50 each

December 31,
2023

December 31,
2022

December 31,
2023

December 31,
2022

No.

40,000,000

28,944,000

35.7 (1)

26.5 (1)

35.7 (1)

26.5 (1)

(1)

The Company's ordinary share capital is shown in U.S. dollars at the exchange rate prevailing at the
month-end spot rate at the time of the share capital being issued.

The rights of the shares are as follows:

Ordinary shares of £0.50 each

(b)

Share premium account

At January 1, 2022

Utilisation of treasury shares

Utilisation of ESOP shares

Cancellation of deferred shares

At December 31, 2022

Utilisation of ESOP shares

At December 31, 2023

79.7

0.1

1.7

149.8

231.3

0.8

232.1

144

41. Share capital and Reserves (continued)

(c)

Treasury shares

At January 1, 2022
Purchase of treasury shares

Utilization of treasury shares

At December 31, 2022

Purchase of treasury shares

At Utilization of treasury shares

At December 31, 2023

LUXFER HOLDINGS PLC

(9.6)

(11.1)

0.3

(20.4)

(2.7)

0.2

(22.9)

At December 31, 2023, there were 1,473,571 (2022: 1,277,766) treasury shares held at a cost of $22.9 million
(2022: $20.4 million).

(d)

Own shares held by ESOP

At January 1, 2022
Utilization of ESOP shares

At December 31, 2022
Utilisation of ESOP shares

At December 31, 2023

(1.1)

0.1

(1.0)

0.1

(0.9)

At December 31, 2023, there were 635,801 ordinary shares at £0.50 each (2022: 721,261 ordinary shares of
£0.50 each) held by The Luxfer Group Employee Share Ownership Plan (the "ESOP").

42. Trade and other payables

Amounts owed to Group undertakings

December 31,
2023
$M

December 31,
2022
$M

7.5

0.1

The amounts owed to Group undertakings are interest bearing, unsecured and repayable on demand. The
interest rates are based on external indices plus an agreed margin.

43. Financial instruments

The following disclosures relating to financial instruments have been prepared on a basis which excludes
short-term debtors and creditors which have resulted from the Company’s operating activities.

(a)

Financial instruments of the Company

The financial instruments of the Company other than short-term debtors and creditors were as follows:

145

LUXFER HOLDINGS PLC

43. Financial instruments (continued)

Financial instruments(1):
Financial assets:
Loans to subsidiary undertakings

Book value
December 31,
2023
$M

Fair value
December 31,
2023
$M

Book value
December 31,
2022
$M

Fair value
December 31,
2022
$M

51.4

(1)

The financial instruments are shown gross of unamortized finance costs. The fair value of these
financial instruments is calculated by discounting the future cash flows, including interest payments due.

Loans to subsidiary undertakings bear interest of between 7.5% and 8%, payable on a quarterly basis. Loans
are repayable on demand, however there is currently no intention to seek repayment of these loans. The
maturity of the financial liabilities is disclosed in Note 28 in the consolidated financial statements.

The fair value calculations were performed on the following basis:

Loans to subsidiary undertakings

The carrying value approximates to the fair value.

(b)

Interest rate risks

Interest rate risk profile on financial assets

As the Company holds no cash or external loans at December 31, 2023, the interest rate risk is negligible.

(c)

Undrawn committed facilities

At December 31, 2023, the Group had committed banking facilities of $125.0 million with an additional $25.0
million of uncommitted facilities through an accordion provision. Of these committed facilities, $43.1 million was
drawn at December 31, 2023 by subsidiary undertakings.

At December 31, 2022, the Group had committed banking facilities of $100.0 million with an additional $50.0
million of uncommitted facilities through an accordion provision. Of these committed facilities, $31.9 million was
drawn at December 31, 2022 by subsidiary undertakings.

44. Financial risk management objectives and policies

The Company’s financial instruments comprise other loans and cash and cash equivalents. The main risks
arising from the Company’s financial instruments are cash flow interest rate risk, foreign currency translation risk,
credit risk and capital risk management.

Foreign currency translation risk

The Company is exposed to translation risk only on the defined benefit pension plan, which is measured in GBP
and translated to USD. As the functional currency of the Company changed to USD from January 1, 2021, there
is minimal translation risk on other transactions.

Credit risk

The Company is exposed to credit risk on the loans which have been provided to subsidiary undertakings. The
total exposure regarding these loans is $51.4 million.

Capital risk management

The capital structure of the Company consists of shareholders' equity, debt and cash and cash equivalents. For
the foreseeable future, the Board will maintain a capital structure for the Company that supports the Group's
strategic objectives through:

• Managing funding and liquidity; and

• Maintaining a strong, investment-grade credit rating.

146

LUXFER HOLDINGS PLC

45. Retirement benefits

The Company is a member of the Luxfer Group Pension Plan (“the Plan”), a defined benefit scheme in the U.K.
The levels of funding are determined by periodic actuarial valuations. The assets of the Plan are generally held
in separate trustee administered funds.

Remeasurements are recognised in full in the period in which they occur. The amount recognised in the balance
sheet represents the present value of the defined benefit obligation, as reduced by the fair value of plan assets.
The cost of providing benefits is determined using the Projected Unit Credit Method. In the year an asset ceiling
was applied to limit the impact of the surplus on the scheme.

The full amounts relating to the Plan have been included in the Company statement of financial position. This is
because there is no allocation of the values between the various subsidiary companies. The Directors consider
the sponsor to be the ultimate parent company in the Group.

The Plan closed to new members in 1998, new employees then being eligible for a defined contribution plan.
With effect from April 2004, the Plan changed from a final salary to a career average revalued earnings benefit
scale. In August 2005, a plan specific earnings cap of £60,000 per annum subject to inflation increases was
introduced, the figure has risen to £76,000 in 2015. In October 2007, the rate of the future accrual for pension
was reduced and a longevity adjustment was introduced to mitigate against the risk of further unexpected
increases in life expectancies. In 2015, following a consultation with the trustees and members, it was agreed
the Plan would close to future accrual of benefits effective from April 5, 2016 and for the purpose of increasing
pensions in payment, to use the Consumer Prices Index (“CPI”) as the reference index in place of the Retail
Prices Index (“RPI”) where applicable. The weighted average duration of the expected benefit payments from
the plan is around 18 years. The pension cost of the Plan is assessed in accordance with the advice of an
independent firm of professionally qualified actuaries, Lane Clark & Peacock LLP. The Plan is registered with
HMRC for tax purposes, operates separately from the Company and is managed by an independent set of
trustees. The Plan operates under UK trust law and the trust is a separate legal entity from the Company. The
Plan is governed by a Board of Trustees, composed of two member nominated Trustees and four company
appointed Trustees.

The total credit to the Company’s income statement for 2023 for retirement benefits was $0.4 (2022: charge of
$0.4).

The movement in the pension liabilities is shown below:

Net retirement benefit surplus at January 1

Credited to the income statement

Net interest on net surplus

Administrative costs

Cash contributions

Credited to the consolidated statement of comprehensive income

Exchange difference

Net retirement benefit surplus at December 31

2023
$M

2022
$M

(27.0)

(13.7)

(1.5)

1.1

(0.2)

0.6

(0.4)

(10.8)

(16.7)

(1.9)

3.4

(40.3)

(27.0)

147

45. Retirement benefits (continued)

The financial assumptions used in the calculations were:

Discount rate

Inflation related assumptions:

Pre-2030

Retail Price Inflation

Consumer Price Inflation

Pension increases—pre 6 April 1997
—1997 - 2005
—post 5 April 2005

Post-2030

Retail Price Inflation

Consumer Price Inflation

Pension increases—pre 6 April 1997
—1997 - 2005
—post 5 April 2005

Other principal actuarial assumptions:
Life expectancy of male in the U.K. aged 65 at accounting date

Life expectancy of male in the U.K. aged 65 at 20 years after accounting date

Investment strategies

LUXFER HOLDINGS PLC

2023
%

2022
%

4.50

4.80

3.10

2.00

1.80

2.10

1.60

3.10

3.00

2.30

2.90

2.00

3.20

2.10

1.90

2.10

1.70

3.20

3.10

2.40

3.00

2.20

2023
Years

2022
Years

21.2 / 23.1 21.2 / 23.0

22.5 / 24.6 22.5 / 24.5

For the Plan, the assets are invested in a diversified range of asset classes and include matching assets
(comprising fixed interest and index linked bonds and swaps) and growth assets (comprising all other assets).
The Trustees have formulated a de-risking strategy to help control the short term risks of volatility associated
with holding growth assets. The Trustees also monitor the cost of a buy-in to secure pensioner liabilities with an
insurance company to ensure they are able to act if such an opportunity arises. Other options to progressively
reduce the scale of the liabilities are discussed between the Trustees and the Company.

Risk exposures

The amounts recognised in the income statement in respect of the pension plan were as follows:

In respect of defined benefit plan:
Net interest on net liability

Administrative expenses

Past service cost

Total (credit) / charge for defined benefit plan

2023
$M

2022
$M

(1.5)
1.1

—

(0.4)

(0.2)

0.6

—

0.4

For the year, the amount recognised in the Statement of Comprehensive Income is $12.7 million (2022: 13.3
million).

The actual return on the plan assets was a gain of $20.5 million (2022: loss of $70.5 million).

148

45. Retirement benefits (continued)

The value of the plan assets and liabilities were:

Assets in active markets:
Equities and growth funds

Government bonds

Corporate bonds

Cash

Total market value of assets

Present value of plan liabilities

Surplus in the scheme

Related deferred income tax liabilities

Net pension asset

LUXFER HOLDINGS PLC

2023
$M

2022
$M

65.8

69.6

78.3

65.7

135.7

106.1

3.1
274.2
(233.9)
40.3
(9.4)
30.9

2.5

252.6

(225.6)

27.0

(5.3)

21.7

The Plan does not invest directly in property occupied by the Company or in financial securities issued by the
Company.

The scheme rules provides the Company with an right to a refund of surplus assets assuming the full settlement
of plan liabilities in the event of a plan wind-up.Based on these rights, any net surplus in the UK scheme is
recognised in full.

Analysis of movement in the present value of the defined benefit obligations:

At January 1

Service cost

Interest on obligation

Actuarial gains

Exchange difference

Benefits paid

At December 31

2023
$M

2022
$M

225.6

362.9

—

11.0

(2.8)

12.7

(12.6)

—

6.2

(93.7)

(37.0)

(12.8)

233.9

225.6

149

LUXFER HOLDINGS PLC

45. Retirement benefits (continued)

The sensitivities regarding the principal assumptions used to measure the present value of the defined benefit
obligations are set out below:

Assumption
Discount rate

CPI inflation (and related increases)

Post retirement mortality

Change in assumption

Impact on total defined
benefit obligations

Increase/decrease by 0.1%

Decrease/increase by 1%

Increase/decrease by 0.1%

Increase/decrease by 1%

Increase by 1 year

Increase by 4%

Analysis of movement in the present value of the fair value of plan assets:

At January 1

Interest on plan assets

Actuarial gains and (losses)

Contributions from employers

Administrative expenses

Exchange differences

Benefits paid

At December 31

2023
$M

2022
$M

252.6

12.5
8.0
0.2
(1.1)
14.6
(12.6)
274.2

376.6

6.3

(76.8)

0.4

(0.6)

(40.5)

(12.8)

252.6

The estimated amount of employer contributions expected to be paid to the defined benefit pension plans for the
year ending December 31, 2023 is $0.4 million (2022: $0.4 million actual employer contributions) reflecting the
PPF levy contribution required.

46. Related party transactions

During 2023, the Company has made the following transactions and has the following outstanding balances at
December 31, 2023 with related parties:

Name of related party
Luxfer Group Limited
BA Holdings, Inc.
Luxfer Magtech Inc.

Income

Expense

Expenditure

Balances outstanding

Interest
$M
—
0.8
3.3

Interest
$M
0.1
—
—

Management
recharges
$M
(0.7)
—
—

Investments
$M
—
10.0
41.4

Trade and other
payables
$M
7.5
—
—

Trade and other
receivables
$M
—
—
0.1

Of the balances outstanding held within investments, these balances are all interest bearing and are based on
market rates of interest.

150

LUXFER HOLDINGS PLC

46. Related party transactions (continued)

During 2022, the Company has made the following transactions and has the following outstanding balances at
December 31, 2022 with related parties:

Name of related party
Luxfer Group Limited
BA Holdings, Inc.
Luxfer Magtech Inc.

Income

Expenditure

Balances outstanding

Interest
$M
0.1
0.8
3.3

Management
recharges
$M
(0.6)
—
—

Investments
$M
—
10.0
41.4

Trade and other
receivables
$M
6.1
0.2
0.8

Trade and other
payables
$M
—
—
—

In addition to the transactions above, share based compensation recharges have been made to Luxfer, Inc.,
Luxfer Gas Cylinders Limited, Luxfer Group Limited, BA Holdings, Inc., Magnesium Elektron Limited, Magnesium
Elektron North America Inc, MEL Chemicals Inc, and Luxfer Magtech Inc. for $0.3 million, $0.2 million, $0.2
million, $1.1 million, $0.6 million, $0.1 million, $0.1 million and $0.1 million respectively (2022: Luxfer, Inc., Luxfer
Gas Cylinders Limited, Luxfer Group Limited, BA Holdings, Inc., Magnesium Elektron Limited, Magnesium
Elektron North America Inc, MEL Chemicals Inc and Luxfer Magtech Inc. for $0.2 million, $0.2 million, $0.4
million, $0.7 million, $0.6 million, $0.2 million, $0.1 million and $0.1 million respectively). These amounts are
recognized as capital contributions in the year.

Other than the transactions mentioned above, no other related party transactions have been identified.

47. Post balance sheet events

No post balance sheet events were identified which impact the financial statements.

151