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DE LA RUE PLC

Pre-Annual General Meeting Information Jun 24, 2022

4600_agm-r_2022-06-24_43e208e3-57d0-4e13-8206-11369b35be06.pdf

Pre-Annual General Meeting Information

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The Chairman of De La Rue plc invites you to attend the Annual General Meeting of the Company to be held in the Terrace Room, Worsley Park Marriott Hotel & Country Club, Walkden Road, Manchester, M28 2QT on 27 July 2022 at 10.45 am. Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 27 July 2022

Cast your Proxy onlineIt's fast, easy and secure!
www.investorcentre.co.uk/eproxy
917906
Control Number:
SRN:
You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown
opposite and agree to certain terms and conditions.
PIN:
To view the Annual Report online visit https://www.delarue.com/investors/shareholder-information/agm-information-2022
Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding online!

To be effective, all proxy appointments must be lodged with the Company's Registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 25 July 2022 at 10.45 am.

Explanatory Notes:

  • 1. Whilst Covid-19 restrictions have been lifted as at the date of this Notice of AGM and it is currently anticipated that shareholders will be permitted to attend and vote in person at the AGM, the Covid-19 situation is constantly evolving and the UK Government may introduce new restrictions or implement further measures relating to the holding of shareholder meetings which may mean this is no longer possible. Therefore, shareholders are encouraged to appoint the Chairman of the meeting as their proxy for the AGM. If any other person is appointed as proxy and Covid-19 restrictions are introduced which affect the holding of the meeting, that proxy may not be permitted to attend the AGM. Any changes to the arrangements for the AGM will be communicated to shareholders prior to the meeting, including through the dedicated webpage for the 2022 AGM, at (www.delarue.com/investors/agminformation-2022) and by announcement through a regulatory information service.
  • 2. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as their proxy to exercise all or any of their rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise their discretion as to whether, and if so how, they vote (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise their discretion as to whether, and if so how, they vote).
  • 3. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 703 6375 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy

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Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.

  • 4. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
  • 5. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
  • 6. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via a designated voting platform, any such messages must be received by the issuer's agent prior to the specified deadline within the relevant system. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the relevant designated voting platform) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent via a designated voting platform in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
  • 7. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 703 6375 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
  • 8. Any alterations made to this form should be initialled.
  • 9. The completion and return of this form will not preclude a member from attending the meeting and voting in person.
All Named Holders

Poll Card To be completed only at the AGM.

Ordinary Resolutions For Against Vote
Withheld
1. To receive the annual report and accounts for the period ended 26 March 2022.
2. Approval of the directors' remuneration report.
3. To re-elect Kevin Loosemore as a Director.
4. To re-elect Catherine Ashton as a Director.
5. To re-elect Nick Bray as a Director.
6. To re-elect Ruth Euling as a Director.
7. To re-elect Rob Harding as a Director.
8. To re-elect Margaret Rice-Jones as a Director.
9. To re-elect Clive Vacher as a Director.
10. To re-appoint Ernst & Young LLP as auditor.
11. To authorise the Directors to determine the auditor's remuneration.
12. To authorise political donations and political expenditure.
13. To authorise the Directors to allot shares.
14. Special Resolutions
Authority to disapply pre-emption rights.
15. Additional authority to disapply pre-emption rights.
16. To authorise the Company to make market purchases of its own shares.
17. That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.
18. Ordinary Resolution
To approve the adoption of a new Sharesave plan.

Signature

In the case of a Corporation, a letter of representation will be required (in accordance with S323 of the Companies Act 2006) unless this has already been lodged at registration.

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).

I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of De La Rue plc to be held in the Terrace Room, Worsley Park Marriott Hotel & Country Club, Walkden Road, Manchester, M28 2QT on 27 July 2022 at 10.45 am, and at any adjourned meeting.

*

* For the appointment of more than one proxy, please refer to Explanatory Note 3 (see front).

Please mark here to indicate that this proxy appointment is one of multiple appointments being made. Vote Please use a black pen. Mark with an X
inside the box as shown in this example.
Vote
Ordinary Resolutions For Against Withheld For Against Withheld
1. To receive the annual report and accounts for the period ended 26
March 2022.
10.
To re-appoint Ernst & Young LLP as auditor.
2. Approval of the directors' remuneration report. 11.
To authorise the Directors to determine the auditor's remuneration.
3. To re-elect Kevin Loosemore as a Director. 12.
To authorise political donations and political expenditure.
4. To re-elect Catherine Ashton as a Director. 13.
To authorise the Directors to allot shares.
5. To re-elect Nick Bray as a Director. Special Resolutions
14.
Authority to disapply pre-emption rights.
6. To re-elect Ruth Euling as a Director. 15.
Additional authority to disapply pre-emption rights.
7. To re-elect Rob Harding as a Director. 16.
To authorise the Company to make market purchases of its own
shares.
8. To re-elect Margaret Rice-Jones as a Director. 17.
That a general meeting other than an Annual General Meeting
may be called on not less than 14 clear days' notice.
9. To re-elect Clive Vacher as a Director. Ordinary Resolution
18.
To approve the adoption of a new Sharesave plan.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature Date
Date

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

H 1 0 4 2 1 5 D E L

All Correspondence to: Computershare Investor Services PLC The Pavilions, Bridgwater Road Bristol, BS99 6ZY Tel: +44 (0)370 703 6375

Shareholder Reference Number (SRN)

Help reduce the environmental impact of your communications

Dear shareholder

As a shareholder, you can help reduce the environmental impact of your communications by choosing to receive your shareholder communications in electronic form.

The Companies Act allows the default option for receiving and accessing shareholder communications (including your annual report) to be via a company's website. You now have the choice of receiving an email when your annual report and other shareholder communications become available or continuing to receive a printed copy.

Please select one of the options opposite

If you do not indicate your preference to us by 25 August 2022 shareholder communications will be supplied to you by means of the website and information on accessing your shareholder communications online will be posted to you at the time of the mailing.

If you have any questions about this letter please refer to the back of this letter for more details.

Yours sincerely

Jane Hyde Company Secretary

What are your options?

Option 1 Elect for ecommunications

www.investorcentre.co.uk/ ecomms

Or by providing us with your e-mail address on the form overleaf.

You will receive an email notification when your shareholder communications become available online.

Option 2

To continue receiving printed copies of your shareholder communications on the reverse form.

Like the sound of ecommunications?

You can also manage your shareholding online. Investor Centre is our free self-service website. Register at www.investorcentre.co.uk and manage your shareholding with ease!

Computershare Investor Services PLC (CIS PLC) is authorised and regulated by the Financial Conduct Authority. CIS PLC is registered in England & Wales, Company No. 3498808, at: The Pavilions, Bridgwater Road, Bristol BS13 8AE.

Please make your selection

Receive email notifications when your shareholder communications are available online Please submit your email address and SRN by visiting our Investor Centre website:

www.investorcentre.co.uk/ecomms

SRN: ! YOUR SRN IS IMPORTANT, PLEASE KEEP IT IN A SAFE PLACE.

By providing your email address and SRN above you will no longer receive paper copies of annual reports or other communications that are available electronically. Instead you will receive emails advising you when and how to access documents online.

Alternatively enter your email address below and send this form back in the enclosed reply paid envelope.

How to complete this form

Please use a black pen. Print in CAPITAL letters inside the boxes as shown in this example.

26222 -2.55 20-2005 833
200
an
8.9.20
0.6.2
20-2017
88
20
200
82.83
555-55
2000
556.95
33
2000
2007 2-20-2 13
1
288 200 23
125.9
50-52-52
333 ﺍﻟﻤﺴﺘﻮﻯ 20 33.0
25.50
2-55 60
2004 ﺍﻟﻤﺴﺎﻋﺪ ﺍﻟﻤ
200
ﺍﻟﻤﺴﺘﻘ
ය ප්‍රධාන අ
1
2000
23-255
000
ﺍﻟﻤﺴﺘﻘﻠﺔ ﺍﻟﻤﺘﺤﺪﺓ 12 23.50
2000

Continue receiving a printed copy of all your communications.

To continue to receive a printed copy of the annual report and other shareholder communications please cross this box and send this letter back to us in the enclosed reply paid envelope.

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