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DE LA RUE PLC

AGM Information Jul 6, 2020

4600_dva_2020-07-06_becd527a-88cf-4ee6-b412-5d26717ecb7e.pdf

AGM Information

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DE LA RUE PLC

(the "Company'')

At the general meeting of the Company held on 6 July 2020 at De La Rue House, Jays Close, Viables, Basingstoke, Hampshire, RG22 4BS the following resolutions were duly passed as ordinary resolutions of the Company. The terms defined in the prospectus published by the Company on 17 June 2020 have the same meaning in the ordinary resolution set out below.

    1. THAT the subscription by Crystal Amber Fund Limited of up to 8,733,313 new Ordinary Shares pursuant to the Firm Placing be and is hereby approved.
    1. THAT the subscription by Brandes Investment Partners, L.P. of up to 10,844,025 new Ordinary Shares pursuant to the Firm Placing and the Placing be and is hereby approved.
    1. THAT, subject to and conditional upon Resolutions 1 and 2 being passed, the Company's board of directors be and are hereby generally and unconditionally authorised:
  • {A) to exercise all powers of the Company in accordance with section 551 of the Companies Act 2006 to allot shares in the Company and to grant rights to subscribe for or to convert any security into such shares (all of which transactions are hereafter referred to as an allotment of "relevant securities") up to an aggregate nominal amount of £40,820,000 pursuant to the Capital Raising, being 87. per cent. of the total ordinary share capital in issue (excluding treasury shares) as at the Latest Practicable Date, which authority shall be in addition to the existing authority conferred on the Company's board of directors on 25 July 2019, which shall continue in full force and effect. The authority conferred by this resolution shall expire at the Company's next annual general meeting (unless previously revoked or varied by the Company in a general meeting), save that the Company may, before such expiry, revocation or variation, make an offer or agreement which would or might require relevant securities to be allotted after such expiry, revocation or variation and the Company's board of directors may allot relevant securities in pursuance of such offer or agreement as if the authority hereby conferred had not expired or been revoked or varied; and
  • (B) to allot 90,909,091 New Ordinary Shares pursuant to the Capital Raising, at an issue price of 110 pence, which is at a 28 per cent. discount to the Closing Price of the Ordinary Shares as at 16 June 2020 (being the last Business Day before the announcement of the Capital Raising), such power (unless and to the extent previously revoked, varied or renewed by the Company in a general meeting) to expire on the conclusion of the next annual general meeting of the Company.

Jane Hyde, Company Secretary 6 July 2020

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