DE LA RUE PLC

Proxy Solicitation & Information Statement • Jun 18, 2021

The Chairman of De La Rue plc informs you that the Annual General Meeting of the Company will be held at De La Rue House, Jays Close, Viables, Basingstoke, Hampshire RG22 4BS on 29 July 2021 at 10:30am.

Control Number: 917224

SRN:

PIN:

Shareholder Reference Number

Form of Proxy - Annual General Meeting to be held on 29 July 2021

Cast your Proxy online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy

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 https://www.delarue.com/investors/agm-information-2021

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 27 July 2021 at 10:30am.

AGM Proxy Form explanatory notes

IMPORTANT NOTICE: Due to the evolving guidance from the UK Government in relation to the COVID-19 pandemic and specifically the potential for restrictions on travel and large gatherings to be imposed at short notice, we ar shareholders not to attend the Annual General Meeting (AGM) in person this year. We value our engagement with all our shareholders and will therefore be providing an audio webcast of the meeting so that shareholders can fo online and have provided an online facility to enable shareholders to ask questions relating to the business of the meeting via our website in advance of the meeting. Full details of the webcast and the Q&A facility are se available through the Company's website, www.delarue.com/investors/agm-information-2021. The Board is encouraging shareholders to vote, but to appoint the chairman of the meeting as their proxy rather than a named person

• The safety of our staff and shareholders is of paramount importance to us and to minimise the risk of COVID-19 $1.$ infection the Board strongly recommends that shareholders do not attend the meeting in person, and appoint the Chairman of the meeting as their proxy rather than any other named person. An audio webcast is being provided to enable shareholders to follow the meeting online.
• Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as their $\overline{2}$ proxy to exercise all or any of their rights to vote on their behalf at the Annual General Meeting. Given the Annual General Meeting is being held as a closed meeting due to the Measures, the Company strongly encourages all shareholders to submit their Proxy Form in advance of the meeting, appointing the Chairman of the Meeting as proxy rather than a named person. The duly appointed Chairman of the Meeting will be appointed as your proxy unless you write another proxy's name in the space provided.
• If you do wish to appoint a person other than the Chairman of the Meeting, please insert the name of your chosen $\mathbf{r}$ 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 any indication as to how the proxy shall yote 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). Please note that named persons (other than those required for a quorum to exist) will not currently be permitted to attend the Annual General Meeting.
• In the case of a corporation, this Proxy Form must be signed under the hand of an officer or attorney duly authorised $\mathbf{4}$ in writing. In the case of an individual, their Proxy Form must be signed by the appointor or their agent duly authorised in writing
• You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. 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 indi 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.

Important: 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.

• The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should $6.$ 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.
• In the case of joint holders the signature of only one of the holders is required, but, if more than one votes, the vote of $\overline{7}$ . the first named on the register of members will be accepted to the exclusion of other joint holders.
• Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to vote at the Annual General 8. 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 6:00 p.m. (London time) on 27 July 2021. Changes to entries on the register of members after that time shall be disregarded in determining the rights of any person to vote at the Annual General Meeting.
• To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via a $9$ 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 determ 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.
• $10₁$ 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.
• $11.$ Any alterations made to this form should be initialled (unless you are completing an email or online version).
• You may not use any electronic address provided in this form to communicate with the Company for any purposes $12.$ other than those expressly stated.
• $13.$ 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 29 July 2021.

Due to the evolving guidance from the UK Government in relation to the COVID-19 pandemic we are asking our shareholders not to attend the Annual General Meeting (AGM) in person this year, but instead to join the audio webcast of the meeting. The Board is encouraging shareholders to vote, but to appoint the chairman of the meeting as their proxy rather than a named person.

Before completing the proxy form below, please read: (i) the accompanying explanatory notes; and (ii) the sections entitled 'COVID-19' and 'Explanatory Notes' set out in the Notice of Annual General Meeting, which has been posted to shareholders and is available to view and download at www.delarue.com.

If you require any further information, please contact the Company Secretariat on 01256 605212 or by email to companysecretarial@delarue.com.

Please note that shareholders may not use the electronic address provided on this webpage to communicate with the Company for any purpose other than those expressly stated

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chairman of the Meeting. Please leave this box blank if you want to select the Chairman of the Meeting. 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 29 July 2021 at 10:30am, and at any adjourned meeting.

* For the appointment of more than one proxy, please refer to Explanatory Note 5 (see front). ┑▁.

$\sim$ appearance of more and one presty produce forefive Explanatory rivie $\bullet$ (000 mone) 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.			$ \mathbf{x} $ 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.					11 To re-appoint Ernst & Young LLP as auditor.
2.	Approval of the directors' remuneration report					12. To authorise the Directors to determine the auditor's remuneration.
3.	To elect Catherine Ashton as a Director.					13 To authorise political donations and political expenditure.
4.	To elect Ruth Euling as a Director.					14 To authorise the Directors to allot shares. Special Resolutions _
5.	To elect Rob Harding as a Director					15 Authority to disapply pre-emption rights.
6.	To elect Margaret Rice Jones as a Director					16 Additional authority to disapply pre-emption rights.
	7 To re-elect Nick Bray as a Director					17. To authorise the Company to make market purchases of its own shares.
8.	To re-elect Maria da Cunha as a Director.				18.	To approve the new Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association of the Company.
9.	To re-elect Kevin Loosemore as a Director.					19. That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.
	10. To re-elect Clive Vacher as a Director.

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

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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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