DEVRO PLC — AGM Information 2016

Mar 29, 2016

Devro plc

MR A SAMPLE < DESIGNATION> SAMPLE STREET SAMPLE TOWN SAMPLE CITY SAMPLE COUNTY

AA11 1AA

Attendance Card

Please bring this card with you to the meeting and present it at Shareholder registration/accreditation.

Additional Holders: ADDITIONAL HOLDER 1 ADDITIONAL HOLDER 2 ADDITIONAL HOLDER 3 ADDITIONAL HOLDER 4

The Chairman of Devro plc invites you to attend the Annual General Meeting of the Company to be held at the offices of Devro (Scotland) Limited, Gartferry Road, Moodiesburn, Chryston, Scotland G69 0JE on 27 April 2016 at 11.00 am.

If you require transport to and/or from the meeting a free shuttle bus service will operate at 10.15 am from George Square (outside City Chambers) Glasgow, G2 2DU and at midday back to George Square. Please phone 01236 878353 or send an e-mail to investorrelations@devro.com no later than 25 April 2016 if you would like to reserve a place on the shuttle bus to and/or from the meeting. A space on the shuttle bus for any Shareholder who does not reserve one in advance will be subject to availability.

Shareholder Reference Number

C0000000000

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 27 April 2016

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.

PIN: 1245 SRN: C0000000000 Control Number: 913525

View the Annual Report and Notice of Meeting online: www.devro.com

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 11.00 am on 25 April 2016.

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 of the meeting, 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). *00000101020030* 131201_110968_MAIL/000001/000001/SG148 000001
• 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 889 4050 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. If you submit more than one valid proxy appointment, the appointment received last before the latest time for receipt of proxies will take precedence.
• 3. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
• 4. 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.

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. 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 close of business on the day which is two days before the day of the 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 meeting.
• 6. 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.
• 7. 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 889 4050 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
• 8. Any alterations made to this form should be initialled.
• 9. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

MR A SAMPLE < Designation> Additional Holder 1 Additional Holder 2 Additional Holder 3 Additional Holder 4

	Poll Card	To be completed only at the AGM				Vote								Vote
1.	Ordinary Resolutions	To receive the Company's accounts for the year ended 31 December 2015 together with the Directors' Report, the Strategic Report and the Auditors' Report on those accounts.		For	Against	Withheld	9.	To re-appoint KPMG LLP as the Company's Auditors.				For	Against	Withheld
2.		To declare a final dividend of 6.1 pence per share for the year ended 31 December 2015.					10.	To authorise the Audit Committee of the Board to determine the remuneration of the Company's Auditors.
3.		To re-elect as a Director Mr Gerard Hoetmer.					11.	To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) for the year ended 31 December 2015.
4.	To re-elect as a Director Mr Peter Page.						12.	To renew the Directors' authority to allot new shares.
5.	To elect as a Director Mr Rutger Helbing.						13.	Special Resolutions To disapply pre-emption rights.
6.	To re-elect as a Director Ms Jane Lodge.						14.	To renew the authority for the Company to purchase its own shares.
7.	To re-elect as a Director Mr Paul Neep.						15.	To authorise that General Meetings, other than Annual General Meetings, may be called on 14 clear days' notice.
8.	To re-elect as a Director Mr Paul Withers.
							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 chairman of the meeting. Please leave this box blank if you want to appoint as your proxy the chairman of the meeting. Do not insert your own name.							
				*					C0000000000
		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 Devro plc to be held at the offices of Devro (Scotland) Limited, Gartferry Road, Moodiesburn,
		Chryston, Scotland G69 0JE on 27 April 2016 at 11.00 am, 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
1.	Ordinary Resolutions	To receive the Company's accounts for the year ended 31 December 2015 together with the Directors' Report, the Strategic Report and the Auditors' Report on those accounts.	For	Against		Withheld	9.	To re-appoint KPMG LLP as the Company's Auditors.			For	Against
2.	31 December 2015.	To declare a final dividend of 6.1 pence per share for the year ended					10.	To authorise the Audit Committee of the Board to determine the remuneration of the Company's Auditors.
3.		To re-elect as a Director Mr Gerard Hoetmer.					11.	To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) for the year ended 31 December 2015.
4.		To re-elect as a Director Mr Peter Page.					12.	To renew the Directors' authority to allot new shares.
5.		To elect as a Director Mr Rutger Helbing.					13.	Special Resolutions To disapply pre-emption rights.
6.		To re-elect as a Director Ms Jane Lodge.					14.	To renew the authority for the Company to purchase its own shares.						Withheld
7.		To re-elect as a Director Mr Paul Neep.					15.	To authorise that General Meetings, other than Annual General Meetings, may be called on 14 clear days' notice.

I/We instruct my/our proxy as indicated on this form. If no such indication is given, the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature	Date

H 6 9 8 0 6 D V R

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).