DE LA RUE PLC

Proxy Solicitation & Information Statement • Jun 24, 2019

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, Viables, Basingstoke, Hampshire, RG22 4BS on 25 July 2019 at 10:30am.

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 25 July 2019

www.investorcentre.co.uk/eproxy	SRN:
	PIN:
	You will be asked to enter the control number, shareholder reference number (SRN) and PIN shown opposite and agree to certain terms and conditions.	To view the Annual Report online visit: http://www.delarue.com/investors/shareholder-information/agm-information/2019 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 23 July 2019 at 10:30am.

Explanatory Notes:

• 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his 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 his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
• 2. 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 instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
• 3. 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.
• 4. 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 6:00pm on Tuesday 23 July 2019. 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.

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.

• 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 6. 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.
• 7. Any alterations made to this form should be initialled (unless you are completing an email or online version).
• 8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.
• 9. In the case of joint holders the signature of only one of the joint holders is required, but if more than one votes, the vote of the first named on the register of members will be accepted to the exclusion of the other joint holders.

All Named Holders

Please detach this card before posting the proxy form below.

The AGM will be held at De La Rue House, Jays Close, Viables, Basingstoke, Hampshire RG22 4BS at 10:30am on Thursday 25 July 2019.

The meeting itself will start at 10:30am but the doors will be open from 10:00am.

If you require any further information, please contact John Hermans on 01256605317.

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 at De La Rue House, Jays Close, Viables, Basingstoke, Hampshire, RG22 4BS on 25 July 2019 at 10:30am, and at any adjourned meeting.

*

* For the appointment of 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 strategic report, the directors' report and the financial statements of the Company, together with the report of the auditors.				10.	To re-elect Martin Sutherland as a Director.
2.	To approve the directors' remuneration report.				11.	To re-appoint Ernst & Young LLP as auditor.
3.	To declare a final dividend.				12.	To authorise the Directors to determine the auditor's remuneration.
4.	To elect Helen Willis as a Director.				13.	To authorise the Directors to allot shares under section 551 of the Companies Act.
5.	To re-elect Nick Bray as a Director.				14.	To authorise political donations and political expenditure.
6.	To re-elect Sabri Challah as a Director.				15.	Special Resolutions To authorise the Directors to allot shares as if section 561 of the Companies Act did not apply.
7.	To re-elect Maria da Cunha as a Director.				16.	To authorise the Directors to allot additional shares as if section 561 of the Companies Act did not apply.
8.	To re-elect Philip Rogerson as a Director.				17.	To authorise the Company to make market purchases of its own shares.
9.	To re-elect Andrew Stevens as a Director.				18.	That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.

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

1 NAW 2008 3000000 2017/2 33338	机器 200 2333 -

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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