DE LA RUE PLC

AGM Information • Jul 25, 2014

Company Number: 3834125

LISTING RULES 9.6.2

RESOLUTIONS

OF

DE LA RUE plc

Passed on 24 July 2014

At the ANNUAL GENERAL MEETING of the above-mentioned Company, duly convened and held at De La Rue House, Jays Close, Viables, Basingstoke, Hampshire RG22 4BS on 24 July 2014, the following resolutions were duly passed:

as an Ordinary Resolution

That the Directors be generally and unconditionally authorised for the purposes of section 551 of 13. the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company ("Rights") up to an aggregate nominal amount of £15,066,997 provided that this authority shall expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, on 24 October 2015, save that the Company may before such expiry make offers or agreements which would or might require shares to be allotted or Rights to be granted after such expiry and the Directors may allot shares and grant Rights in pursuance of any such offer or agreement as if this authority had not expired; and all unexercised authorities previously granted to the Directors to allot shares and grant Rights be and are hereby revoked.

as a Special Resolution

• That, subject to the passing of resolution 13, the Directors be empowered pursuant to section 14. 570 and section 573 of the Companies Act 2006 (the "Act") to allot equity securities (as defined by section 560 of that Act) for cash, either pursuant to the authority conferred by resolution 13 above or by way of a sale of treasury shares, as if section 561(1) of that Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities:
• in connection with an offer of securities by way of rights, open offer or other offer of $(i)$ securities, to holders of ordinary shares on the register of members at such record date(s) as the Directors may determine where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held by them on any such record date(s), but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or any legal or practical problems under the laws of any territory, or the requirements of any regulatory body or stock exchange, or any other matter whatsoever; and
• otherwise than pursuant to sub-paragraph (i) above up to an aggregate nominal amount $(ii)$ of £2,260,050;

and shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or, if earlier, on 24 October 2015, save that the Company may, before such expiry, make offers or agreements which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if the power conferred hereby had not expired.

as a Special Resolution

• That the Company be generally and unconditionally authorised to make market purchases 15. (within the meaning of section 693(4) of the Companies Act 2006) of any of the Company's ordinary shares of $44^{152}/_{175}$ pence, on such terms and in such manner as the Directors of the Company may from time to time determine, provided that:
• the maximum aggregate number of ordinary shares hereby authorised to be purchased is $(i)$ 10,074,081 representing approximately 10 per cent of the Company's issued ordinary share capital as at 28 May 2014;
• the minimum price which may be paid for each ordinary share is $44^{152}/_{175}$ pence; $(ii)$
• the maximum price which may be paid for each ordinary share is an amount equal to 105 $(iii)$ per cent of the average of the middle market quotations for an ordinary share in the Company, as derived from the London Stock Exchange Daily Official List, for the five business days immediately preceding the day on which the share is contracted to be purchased;
• unless previously renewed, varied or revoked, the authority hereby conferred shall expire $(iv)$ at the conclusion of the next Annual General Meeting of the Company or, if earlier, on 24 October 2015; and
• the Company may make a contract or contracts to purchase ordinary shares under the $(v)$ authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority and may make a purchase of ordinary shares in pursuance of any such contract or contracts.

as an Ordinary Resolution

• That in substitution for the existing authority and in accordance with section 366 and section 16. 367 of the Companies Act 2006 (the "Act"), the Company, and each company which is or becomes its subsidiary during the period to which this resolution relates, be and are hereby authorised to:
• make political donations to political parties and/or independent election candidates not $(i)$ exceeding $£100,000$ in total;
• make political donations to political organisations other than political parties not $(ii)$ exceeding £100,000 in total; and
• incur political expenditure not exceeding £100,000 in total; $(iii)$

during the period commencing on the date of this resolution and ending on the date of the

Company's Annual General Meeting in 2015 or, if earlier, on 24 October 2015, provided that, in any event, the total aggregate amount of all political donations and political expenditure incurred by the Company and its subsidiaries in such period shall not exceed £100,000. For the purposes of this resolution, 'political donations', 'political organisations', 'political parties', 'independent election candidates³ and 'political expenditure' have the meanings given in sections 363 to 365 of the Act.

As an Ordinary Resolution

That the amendments to the De La Rue Annual Bonus Plan ("ABP") in the form produced to 17. the meeting and initialled by the Chairman for the purposes of identification, a summary of which is set out in Part 2 of the notice of AGM, be hereby approved and the Directors be hereby authorised to do all things which they may consider necessary or expedient to implement the amendments to the ABP.

as a Special Resolution

That a General Meeting other than an Annual General Meeting may be called on not less than 14 18. clear days' notice.

E H D Peppiatt Company Secretary Dated: 24 July 2014