Essentra PLC

AGM Information • May 21, 2020

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

Notice of RESOLUTIONS passed on 21 May 2020 of Essentra plc

At the 2020 Annual General Meeting ('AGM') of the Company duly convened and held on Thursday 21 May 2020 by telephone from Avebury House, 201-249 Avebury Boulevard, Milton Keynes, MK9 1AU, the following resolutions were duly passed ʹ

ORDINARY RESOLUTION

Resolution 12. General power to allot

The Board be generally and unconditionally authorised to allot shares in the Company and to grantrights to subscribe for or convert any security into sharesin the Company:

• (a) up to a nominal amount of £21,934,598 (such amount to be reduced by the nominal amount allotted or granted under paragraph (b) below in excess of such sum); and
• (b) comprising equity securities (asdefined in section 560(1) of the Companies Act 2006) up to a nominal amount of £43,839,196 (such amount to be reduced by any allotments or grants made under paragraph (a) above) in connection with an offer by way of a rights issue:
  • (i) to ordinary shareholders inproportion (as nearly as may be practicable) to their existing holdings; and
  • (ii) to holders of other equity securities as required by the rights of those securities or as the Board otherwise considers necessary,

and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter, such authorities to apply until the end of next year's AGM (or, if earlier, until the close of business on 21 July 2021) but, in each case, during this period the Company may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Board may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had notended.

SPECIAL RESOLTUIONS

Resolution 13. General power to disapply pre-emption rights

That if resolution 12 is passed, the Board be given power to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such power to belimited:

• (a) to the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (b) of resolution 12, by way of a rights issue only):
  • (i) to ordinary shareholders inproportion (as nearly as may be practicable) to their existing holdings; and
  • (ii) to holders of other equity securities, as required by the rights of those securities, or, as the Board otherwise considers necessary,

and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements,record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

(b) in the case of the authority granted under paragraph (a) of resolution 12 and/or in the case of any sale of treasury shares for cash, to the allotment (otherwise than under paragraph (a) above) of equity securities orsale of treasury shares up to a nominal amount of £3,290,189,

such power to apply until the end of next year's AGM (or, if earlier, until the close of business on 21 July 2021) but, in each case, during this period the Company may make offers, and enter into agreements, which would, or might, require equity securitiesto be allotted (and treasury shares to be sold) after the power ends and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had notended.

Resolution 14. Specific power to disapply pre-emption rights in connection with an acquisition or specified capital investment

That if resolution 12 is passed, the Board be given the power in addition to any power granted under resolution 13 to allot equity securities (as defined in the Companies Act 2006) for cash under the authority granted under paragraph (a) of resolution 14 and/or tosell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale,such power be:

• (a) limited to the allotment of equity securities orsale of treasury shares up to a nominal amount of £3,287,942;and
• (b) used only for the purposes of financing a transaction which the Board of the Company determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice or for the purposes of refinancing such a transaction within six months of its taking place,such power to apply until the end of next year's AGM (or, if earlier, until the close of business on 21 July 2021) but, in each case, during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.

Resolution 15. Purchase of own shares

That the Company be authorised for the purposes of section 701 of the Companies Act 2006 to make one or more market purchases (as defined in section 693(4) of the Companies Act 2006) of its ordinary shares of Ϯϱ pence each ;"Ordinary Shares͟Ϳ, such power to be limited:

• (a) to a maximum number of 26,321,517 Ordinary Shares;
• (b) by the condition that the minimum price which may be paid for an Ordinary Share is the nominal amount of that share and the maximum price which may be paid for an Ordinary Share is the highest of:
  • (i) an amount equal to 5% above the average market value of an Ordinary Share for the five business days immediately preceding the day on which that Ordinary Share is contracted to be purchased; and
  • (ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out, in each case, exclusive of expenses;

such power to apply until the end of next year's AGM ;or, if earlier, Ϯ1 July 2021) but in each case so that the Company may enter into a contract to purchase Ordinary Shares which will or may be completed or executed wholly or partly after the power ends and the Company may purchase Ordinary Shares pursuant to any such contract as if the power had not ended.

Resolution 16. Notice of general meetings

That a general meeting other than an Annual General Meeting may be called with not less than 14 clear days' notice.

Company Secretary Date: 21 May 2020