DEVRO PLC — Proxy Solicitation & Information Statement 2021

Mar 26, 2021

Attendance Card

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

The Chairman of Devro plc announces the Annual General Meeting of the Company to be held at Devro plc, 1st Floor MidCity Place, 71 High Holborn, London, WC1V 6EA on 29 April 2021 at midday.

In light of the governmental restrictions in the UK on travel and public gatherings in response to the COVID-19 pandemic, in force at the date of this Attendance Card, we are unable to invite any shareholders to attend the Annual General Meeting in person and anyone seeking to attend will be refused entry. The Board therefore strongly encourages shareholders to appoint the chair of the Meeting as their proxy to ensure that their votes will be counted.

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 29 April 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.

SRN: Control Number: 917056

PIN:

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 midday on 27 April 2021.

Explanatory Notes:

• 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as their proxy to exercise all or any of their rights, to attend, speak and vote on their behalf at the meeting. However, in light of the governmental restrictions in the UK on travel and public gatherings in response to the COVID-19 pandemic, in force at the date of this form of proxy, only the chair of the Meeting (the "Chair") and one other shareholder, a representative from the Company, are expected to be present at the meeting. As proxies have to be present at the meeting in person, the Board strongly encourages shareholders to appoint the Chair as their proxy to ensure that their votes will be counted. 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 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 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).
• 1. 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.
• 1. 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).
• 1. 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.
• 1. 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.
• 1. 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.
• 1. 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.
• 1. Any alterations made to this form should be initialled.
• 1. The completion and return of this form will not preclude a member from attending the meeting and voting in person. However, in light of the governmental restrictions in the UK on travel and public gatherings in response to COVID-19 pandemic, in force at the date of this proxy form, only the Chair and one other shareholder, a representative from the Company, are expected to be present at the meeting. All others seeking to attend will be refused entry. As proxies have to be present at the meeting in person, the Board strongly encourages shareholders to appoint the Chair as their proxy to ensure that their votes will be counted.

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.

All Named Holders

To be completed only at the AGM if a Poll is called.

	Poll Card		Vote
	Ordinary Resolutions	For	Against	Withheld
1.	To receive the Company's accounts for the year ended 31 December 2020, together with the Directors Report, the Strategic Report and the Auditors' Report on those accounts.
2.	To declare a dividend of 6.3 pence per ordinary share for the year ended 31 December 2020.
3.	To re-elect as a Director Mr Steve Good.
4.	To re-elect as a Director Mr Rutger Helbing.
5.	To elect as a Director Mr Rohan Cummings.
6.	To elect as a Director Mr Jeremy Burks.
7.	To elect as a Director Mrs Chantal Cayuela.
8.	To elect as a Director Mrs Lesley Jackson.
9.	To re-elect as a Director Mr Malcolm Swift.

		For	Against	Vote Withheld
10.	To re-appoint KPMG LLP as the Company's Auditors to hold office until the conclusion of the next AGM of the Company.
11.	To authorise the Audit Committee of the Board (for and on behalf of the Directors) to determine the remuneration of the Company's Auditors.
12.	To approve the Director's Remuneration Report (excluding the Directors' Remuneration Policy) for the year ended 31 December 2020.
13.	Authority to offer shareholders the option of receiving scrip dividends.
14.	To renew the Directors' authority to allot new shares.
	Special Resolutions
15.	Authority to disapply pre-emption rights.
16.	Authority to disapply pre-emption rights up to a further 5 per cent for acquisitions or specified capital investments.
17.	Authority for market purchases by the Company of its own shares.
18.	To authorise that General Meetings, other than Annual General Meetings, may be called on 14 clear

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

			*
	I/We hereby appoint the Chair 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 Devro plc, 1st Floor MidCity Place, 71 High Holborn, London, WC1V 6EA on 29 April 2021 at midday, 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
	Ordinary Resolutions	For	Against	Withheld				For	Against	Withheld
1.	To receive the Company's accounts for the year ended 31 December 2020, together with the Directors Report, the Strategic Report and the Auditors' Report on those accounts.				10.	To re-appoint KPMG LLP as the Company's Auditors to hold office until the conclusion of the next AGM of the Company.
2.	To declare a dividend of 6.3 pence per ordinary share for the year ended 31 December 2020.				11.	To authorise the Audit Committee of the Board (for and on behalf of the Directors) to determine the remuneration of the Company's Auditors.
3.	To re-elect as a Director Mr Steve Good.				12.	To approve the Director's Remuneration Report (excluding the Directors' Remuneration Policy) for the year ended 31 December 2020.
4.	To re-elect as a Director Mr Rutger Helbing.				13.	Authority to offer shareholders the option of receiving scrip dividends.
5.	To elect as a Director Mr Rohan Cummings.				14.	To renew the Directors' authority to allot new shares.
6.	To elect as a Director Mr Jeremy Burks.				15.	Special Resolutions Authority to disapply pre-emption rights.
7.	To elect as a Director Mrs Chantal Cayuela.				16.	Authority to disapply pre-emption rights up to a further 5 per cent for acquisitions or specified capital investments.
8.	To elect as a Director Mrs Lesley Jackson.				17.	Authority for market purchases by the Company of its own shares.
9.	To re-elect as a Director Mr Malcolm Swift.				18.	To authorise that General Meetings, other than Annual General Meetings, may be called on 14 clear days' notice.

days' notice.

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

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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