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DE LA RUE PLC Proxy Solicitation & Information Statement 2025

May 9, 2025

4600_agm-r_2025-05-09_d3f2da51-93fe-41a0-b6ec-88d2c41689df.pdf

Proxy Solicitation & Information Statement

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Attendance Card

Please bring this card with you to the meeting of De La Rue plc and present it at Shareholder Registration/accreditation.

Additional Holders:

The Chair of De La Rue plc (the "Company") invites you to attend the General Meeting of the Company to be held at the offices of De La Rue plc, De La Rue House, Jays Close, Viables, Basingstoke, Hampshire RG22 4BS at 10.15 a.m. (BST) on 3 June 2025 (or as soon thereafter as the Court Meeting has been concluded or adjourned). Access to the General Meeting will be available immediately following the Court Meeting. Please see overleaf for details on how to attend the General Meeting.

Shareholder Reference Number

Please detach this portion before posting this Form of Proxy.

Toppan Merrill - Project Alta EGM Proxy ED | 105678 | 07-May-25 11:05 | 25-13255-3.ba | Sequence: 1

Form of Proxy - De La Rue plc General Meeting to be held on 3 June 2025 at 10:15 a.m.

Cast your Proxy onlinelt'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.
Control Number: 920806
SRN:
PIN:
View the Scheme Document online: https://www.delarue.com/offer-microsite-disclaimer
Register as www.investorcentre.co.uk - elect for electronic communications & manage your shareholding online

CHKSUM Content: 44248 Layout: 5973 Graphics: 51439 CLEAN

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 30 May 2025 at 10:15 a.m. (or in the case of an adjourned meeting not later than 48 hours (excluding any part of a day that is not a working day) prior to the time and date set for the adjourned meeting).

Explanatory Notes:

  • 1. Full details of the resolution(s) to be proposed at the General Meeting, with explanatory notes, are set out in the Scheme Document made available to members of the Company on 9 May 2025. Unless otherwise stated, all capitalised words and phrases in this Form of Proxy and these Explanatory Notes shall have the meanings given to them as set out in that Scheme Document.
  • 2. Every De La Rue Shareholder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his or her proxy to exercise all or any of his or her rights, to attend, speak and vote on their behalf at the General Meeting. If you wish to appoint a person other than the Chair of the General Meeting, please insert the name of your chosen proxy holder in the space provided (see reverse). 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.
  • 3. To appoint more than one proxy, additional Forms of Proxy may be obtained by contacting the Registrars' helpline on +44 (0) 370 703 6375 or you may photocopy this Form of Proxy. If the proxy is being appointed in relation to less than your full voting entitlement, please indicate in the box overleaf 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 of Proxy must be signed and should be returned together in the same envelope.
  • 4. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, 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.
  • 5. 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 6:00 p.m. on 30 May 2025 (or, if the General Meeting is adjourned, at 6.00 p.m. on the date which is not later than 48 hours (excluding any part of a day that is not a working day) prior to the date set for the adjourned General Meeting). 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 General Meeting.
  • 6. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via a designated voting platform, any such messages must be received by Computershare prior to 10:15 a.m. on Friday 30 May 2025 or in the case of an adjourned meeting not later than 48 hours (excluding any part of a day that is not a working day) before the time appointed for holding the

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.

JOB: 25-13255-3 CYCLE#;BL#: 4; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100

COLORS: Cyan, Yellow, Black, ~note-color 2 GRAPHICS: comp_mbl_ED_fpo_k_icon.eps, delarue_k_logo.eps, computer_k_icon.eps V1.5

adjourned meeting). For this purpose, the time of receipt will be taken to be the time (as determined by the 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. You may also appoint a proxy electronically by logging on to www.investorcentre.co.uk/eproxy.

  • 7. The above is how your address appears on the register of members of the Company. If this information is incorrect please ring the Registrar's helpline on +44 (0) 370 703 6375 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
  • 8. This Form of Proxy must be signed in order to be valid. Any alterations made to this form should be initialled.
  • 9. The completion and return of this Form of Proxy, or the appointment of proxies through CREST or online through the share portal service or by any other procedure described in the Scheme Document will not preclude a member from attending, asking questions and voting in person at the General Meeting if you are entitled and wish to do so.
  • 10. In the case of joint holders of De La Rue Shares and where more than one joint holder seeks to vote, the vote of the joint holder whose name stands first in the register of members in respect of the joint holding shall be accepted to the exclusion of the votes of the other joint holders (but, for the avoidance of doubt, any joint holder shall be permitted to vote (whether in person or by proxy) in respect of the relevant joint holding).
  • 11. If this Form of Proxy is not returned by the relevant time, it will be invalid. This Form of Proxy cannot be handed to the Chair of the General Meeting or Computershare on the day of the General Meeting.
  • 12. As an alternative to appointing a proxy, any De La Rue Shareholder which is a corporation may appoint one or more corporate representatives who may exercise on its behalf all its powers as a member, provided that if two or more corporate representatives purport to vote in respect of the same shares, if they purport to exercise the power on the same way as each other, the power is treated as exercised in that way, and in other cases the power is treated as not exercised.
  • 13. If you have any questions relating to this Form of Proxy please ring the Registrars' helpline on +44 (0) 370 703 6375. This helpline cannot provide advice on the merits of the Special Resolution or the Scheme nor give any financial, legal or taxation advice.
All Named Holders

Toppan Merrill - Project Alta EGM Proxy ED | 105678 | 07-May-25 11:05 | 25-13255-3.ba | Sequence: 2

Special Resolution For Against Vote
Withheld
For the purposes of giving effect to the Scheme:
a) the Directors of De La Rue plc (or a duly authorised committee of the directors) be authorised to take all such action as they may
consider necessary, desirable or appropriate for carrying the Scheme into full effect; and
b) with effect from the passing of this resolution, the articles of association of De La Rue plc be and are hereby amended by the
adoption and inclusion of a new article 139 (as set out in the notice of General Meeting); and
c) subject to the Scheme becoming Effective, De La Rue plc be re-registered as a private limited company under the Companies
Act 2006 by the name of De La Rue Limited; and
d) with effect from the re-registration of De La Rue plc as a private limited company, the articles of association signed by the Chair
be approved and adopted as the articles of association of De La Rue Limited in substitution for and to the exclusion of the existing articles of association.
Signature
In the case of a corporation, a letter of representation will be required (in accordance with S323 of the
Companies Act 2006) unless this has already been lodged at registration.
Form of Proxy
Please complete this box only if you wish to appoint a third party proxy other than the Chair
of the General Meeting.
Please leave this box blank if you want to select the Chair of the
General Meeting. Do not insert your own name(s).
+

I/We hereby appoint the Chair of the General 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 General Meeting of De La Rue plc to be held at the offices of De La Rue plc, at De La Rue House, Jays Close, Viables,
Basingstoke, Hampshire RG22 4BS at 10:15 a.m. (BST) on 3 June 2025 and at any adjourned meeting.
* For the appointment of more than one proxy, please refer to Explanatory Note 3 (see front).
Please mark here to indicate that this proxy appointment is one of multiple appointments being made.
Please use a black pen. Mark with an X
inside the box as shown in this example.
X
Special Resolution For Against Vote
Withheld
For the purposes of giving effect to the Scheme:
a) the Directors of De La Rue plc (or a duly authorised committee of the directors) be authorised to take all such action as they may
consider necessary, desirable or appropriate for carrying the Scheme into full effect; and
b) with effect from the passing of this resolution, the articles of association of De La Rue plc be and are hereby amended by the
adoption and inclusion of a new article 139 (as set out in the notice of General Meeting); and
c) subject to the Scheme becoming Effective, De La Rue plc be re-registered as a private limited company under the Companies
Act 2006 by the name of De La Rue Limited; and
d) with effect from the re-registration of De La Rue plc as a private limited company, the articles of association signed by the Chair
be approved and adopted as the articles of association of De La Rue Limited in substitution for and to the exclusion of the existing articles of association.

CHKSUM Content: 28836 Layout: 21066 Graphics: 0 CLEAN

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
Date

JOB: 25-13255-3 CYCLE#;BL#: 4; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100

COLORS: Cyan, ~note-color 2, Black GRAPHICS: none V1.5

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).