Proxy Solicitation & Information Statement • Jul 20, 2023
Proxy Solicitation & Information Statement
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Please bring this card with you to the meeting and present it at shareholder registration/accreditation.
The Chairman of De La Rue plc invites you to attend the Annual General Meeting of the Company to be held at De La Rue House, Jays Close, Basingstoke, Hampshire, RG22 4BS, United Kingdom at 10.00 am on 7 September 2023.
Shareholder Reference Number
Please detach this portion before posting the proxy form.

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 10.00 am on 5 September 2023.
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.
| Ordinary Resolutions | For | Against | Vote Withheld |
|
|---|---|---|---|---|
| 1. | To receive the Annual Report and Accounts for the period ended 25 March 2023. | |||
| 2. | Approval of the directors' remuneration policy. | |||
| 3. | Approval of the directors' remuneration report. | |||
| 4. | To re-elect Nick Bray as a Director. | |||
| 5. | To re-elect Ruth Euling as a Director. | |||
| 6. | To re-elect Mark Hoad as a Director. | |||
| 7. | To re-elect Dean Moore as a Director. | |||
| 8. | To re-elect Clive Vacher as a Director. | |||
| 9. | To re-elect Clive Whiley 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 Share Plan. |
In the case of a corporation, a letter of representation will be required (in accordance with section 323 of the Companies Act 2006) unless this has already been lodged at registration.
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 at De La Rue House, Jays Close, Basingstoke, Hampshire, RG22 4BS United Kingdom at 10.00 am on 7 September 2023, and at any adjourned meeting.
*
* If you wish to appoint more than one proxy, please refer to Explanatory Note 2 (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 25 March 2023. |
10. To re-appoint Ernst & Young LLP as auditor. |
|||||||
| 2. | Approval of the directors' remuneration policy. | 11. To authorise the Directors to determine the auditor's remuneration. |
|||||||
| 3. | Approval of the directors' remuneration report. | 12. To authorise political donations and political expenditure. |
|||||||
| 4. | To re-elect Nick Bray as a Director. | 13. To authorise the Directors to allot shares. |
|||||||
| 5. | To re-elect Ruth Euling as a Director. | Special Resolutions 14. Authority to disapply pre-emption rights. |
|||||||
| 6. | To re-elect Mark Hoad as a Director. | 15. Additional authority to disapply pre-emption rights. |
|||||||
| 7. | To re-elect Dean Moore as a Director. | 16. To authorise the Company to make market purchases of its own shares. |
|||||||
| 8. | To re-elect Clive Vacher 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 Whiley as a Director. | Ordinary Resolution 18. To approve the adoption of a new Share 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 |
|---|---|
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).
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