Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

DE LA RUE PLC Proxy Solicitation & Information Statement 2025

May 9, 2025

4600_agm-r_2025-05-09_228cffbc-7f68-406f-b01e-85a4ec698453.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

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:

For use at the meeting of De La Rue plc convened with the permission of the Court under Part 26 of the Companies Act 2006 (the "Court Meeting") of the holders of Scheme Shares as defined in the Scheme Document issued on 9 May 2025 to be held at 10:00 a.m. on Tuesday 3 June 2025 at the offices of De La Rue plc, De La Rue House, Jays Close, Viables, Basingstoke, Hampshire RG22 4BS. Please see overleaf for details on how to attend.

Shareholder Reference Number

Please detach this portion before posting this Form of Proxy.

Form of Proxy - De La Rue plc Court Meeting to be held on 3 June 2025 at 10:00 a.m.

Toppan Merrill - Project Alta Court Proxy [Pink] ED | 105912 | 07-May-25 11:05 | 25-13255-2.ba | Sequence: 1

Cast your Proxy onlineIt's fast, easy and secure!
Control Number: 920805
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.
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: 62908 Layout: 16065 Graphics: 30440 CLEAN

To be effective, all proxy appointments must be lodged with Computershare Investor Services PLC (the "Registrars") registrars to De La Rue plc (the "Company") at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 30 May 2025 at 10:00 a.m. (or in the case of an adjourned meeting not later than 48 hours (excluding any part of the day which is not a working day) prior to the time and date set for the adjourned meeting). If not lodged by this time, a copy of this PINK Form of Proxy may also be handed to the Chair of the Court Meeting or a representative of Computershare at the Court Meeting before the start of the Court Meeting.

Explanatory Notes:

  • 1. Full details of the resolution to be proposed at the Court 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 Scheme Shareholder has the right to appoint the Chair of the Court Meeting (or some other person), 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 Court Meeting. If you wish to appoint a person other than the Chair, 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 the matter, this form shall be invalid. Your proxy will vote as you indicate. For any other business arising at the Court Meeting (including any proper procedural resolution not listed in the notice of the Court Meeting) your proxy will vote at his discretion.
  • 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. 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 Court 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 Court 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 Court Meeting.
  • 5. 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 10:00 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 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 Computershare

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: 25-13255-2 CYCLE#;BL#: 4; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100

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

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.

  • 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 +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.
  • 7. This Form of Proxy must be signed in order to be valid. Any alterations made to this form should be initialled.
  • 8. 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 or this Form of Proxy will not preclude a member from attending, and voting in person at the Court Meeting.
  • 9. In the case of joint holders of Scheme 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).
  • 10. If this Form of Proxy is not returned by the relevant time, it may be handed to the Chair of the Court Meeting or a representative of De La Rue's registrar, Computershare (if attending in person) at the Court Meeting venue before the start of the Court Meeting and will still be valid.
  • 11. As an alternative to appointing a proxy, any Scheme Shareholder which is a corporation may appoint one or more corporate representatives who may exercise on its behalf all its powers as a Scheme Shareholder, provided that if two or more corporate representatives purport to vote in respect of the same shares, if they purport to exercise the power in 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.
  • 12. 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 Scheme nor give any financial legal or taxation advice.
All Named Holders

Poll Card To be completed only at the Court Meeting.

FOR the Scheme
AL 1 1 1 1

Signature Signature

FOR the Scheme AGAINST the Scheme

CHKSUM Content: 64517 Layout: 54207 Graphics: 0 CLEAN

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chair of the Court Meeting.

Toppan Merrill - Project Alta Court Proxy [Pink] ED | 105912 | 07-May-25 11:05 | 25-13255-2.ba | Sequence: 2

Please leave this box blank if you want to select the Chair of the Court Meeting as your proxy. Do not insert your own name(s).

I/We hereby appoint the Chair of the Court 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 Court Meeting of De La Rue plc to be held at 10:00 a.m. on 3 June 2025 at the office of De La Rue plc at De La Rue House, Jays Close, Viables, Basingstoke, Hampshire RG22 4BS and at any adjourned meeting for the purposes of considering and, if thought fit, approving (with or without modification) the proposed Scheme of Arrangement (the "Scheme") referred to in the Notice of Court Meeting (set out in the Scheme Document) and at such meeting, or any adjournment thereof, to vote for me/us and in my/our name(s) for the Scheme (either with or without modification, as my/our proxy may approve) or against the Scheme as indicated below.

* 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.

Number of shares over which the proxy is appointed. Please leave this box blank if you wish to appoint a proxy in relation to all of your shares

The Board of Directors of the Company unanimously recommends that you vote in favour of the resolution to approve the Scheme.

Please sign ONE of the boxes below.

IMPORTANT: if you wish to vote for the Scheme, sign the box marked "FOR the Scheme", or if you wish to vote against the Scheme sign in the box marked "AGAINST the Scheme". If you sign in both boxes, or if you do not sign in either, then this Form of Proxy will be invalid.

FOR the Scheme
---------------- -- -- --
FOR the Scheme AGAINST the Scheme
---------------- --------------------

Signature Signature

Date

If signing on behalf of a company, please enter the company name below in block capitals and state your official capacity.
---------------------------------------------------------------------------------------------------------------------------- -- -- --

JOB: 25-13255-2 CYCLE#;BL#: 4; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100

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

Company Name Official Capacity

In the case of a corporation, this Form of 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).

Toppan Merrill, London 25-13255-2