Dr. Martens PLC

Proxy Solicitation & Information Statement • Jun 15, 2023

DR. MARTENS PLC 2023 ANNUAL GENERAL MEETING FORM OF PROXY

Please read the explanatory notes overleaf before completing this form.

Voting ID	Task ID	Shareholder Reference Number

You may submit your votes electronically using the above numbers at www.sharevote.co.uk I/we hereby appoint the Chair of the meeting or the following individual (see notes on reverse)

Name:
No. of shares:	Please tick the box to the right if this proxy appointment is one of multiple appointments being made (see note 4 on reverse)

as my/our proxy to attend/speak and vote on my/our behalf at the Annual General Meeting (the 'AGM') of Dr. Martens plc (the 'Company') to be held at Holiday Inn London-Camden Lock, 30 Jamestown Road, Camden, NW1 7BY on Thursday 13 July 2023 at 9:30am (BST) and at any adjournment of it, as indicated below:

Please indicate with an "X" in the appropriate boxes how you wish the proxy or proxies to vote or if you wish them to abstain from voting.

				Vote
	Ordinary resolutions	For	Against	Withheld
	1. Receive the 2023 Annual Report and Accounts
	2. Approve the Directors' Remuneration Report
	3. Approve the Final Dividend
	4. Elect Andrew Harrison as a Director
	5. Re-elect Paul Mason as a Director
	6. Re-elect Kenny Wilson as a Director
	7. Re-elect Jon Mortimore as a Director
	8. Re-elect Ian Rogers as a Director
	9. Re-elect Ije Nwokorie as a Director
	10. Re-elect Lynne Weedall as a Director
	11. Re-elect Robyn Perriss as a Director
	12. Re-elect Tara Alhadeff as a Director
	13. Re-appoint PricewaterhouseCoopers LLP as auditor (the 'Auditor')
	14. Authorise the Audit and Risk Committee to determine the Auditor's remuneration
15. Authorise the Company and its subsidiaries to make political donations
16. Authorise allotment of shares
17. Authorise general disapplication of pre-emption rights 1
	18. Authorise additional disapplication of pre-emption rights 1
	19. Authorise purchase of own shares 1
	20.Approval of waiver of Rule 9 Offer obligation
	21. Authorise calling of general meetings (other than an AGM) on not less than 14 clear days' notice 1
	1. Special resolutions. Signed	Date

Thursday 13 July 2023 at 9:30am FORM OF PROXY

2023 ANNUAL GENERAL MEETING

DR. MARTENS PLC

Shareholder Reference Number

Notes Notes

on their behalf.

1

• 1. To be valid, any proxy form or other instrument appointing a proxy must be received by post (during normal business hours only) or by hand at Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA no later than 9am on Tuesday 12 July 202 2 . 1. To be valid, any proxy form or other instrument appointing a proxy must be received by post (during normal business hours only) or by hand at Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA no later than 9:30am on Tuesday 11 July 2023.
• Notes 1. To be valid, any proxy form or other instrument appointing a proxy must be received by post (during normal business hours only) or by hand at Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA no later than 9am on 2. Questions from shareholders relating to the business of the meeting may be submitted by email to company.secretariat@drmartens.com. The Board will ensure all such questions receive a response and the answers will also be published on drmartensplc.com shortly after the meeting. 2. Questions from shareholders relating to the business of the meeting may be submitted by email to company.secretariat@drmartens.com. The Board will ensure all such questions receive a response and the answers will also be published on drmartensplc.com shortly after the meeting.
• Tuesday 27 July 2021. 2 . As explained in the Notice of Meeting, the Board strongly recommends that shareholders do not attend the AGM this year due to the ongoing concerns relating to public safety. To ensure your vote counts, shareholders are encouraged to only appoint the Chairman of the meeting to act as their proxy. 3 . Notwithstanding the recommendation in Note 2, to enable us to comply with the prevailing UK Government guidance and social distancing measures, shareholders wishing to attend the meeting in person must notify us by no later than 4. All shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend, speak and vote on their behalf at the AGM. Shareholders may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company. To ensure your vote counts, shareholders are encouraged to only appoint the Chairman of the meeting to act as their proxy. 3. All shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend, speak and vote on their behalf at the AGM. Shareholders may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company. To ensure your vote counts, shareholders are encouraged to only appoint the Chairman of the meeting to act as their proxy.
• 9am on Monday 19 July 2021 by registering via company.secretariat@drmartens.com. 4 . Questions from shareholders relating to the business of the meeting may be submitted by email to company.secretariat@drmartens.com. The Board will ensure all such questions receive a response and the answers will also be published on drmartensplc.com shortly after the meeting. 5. Please indicate the number of shares in relation to which each proxy is authorised to act in the box below the proxy holder's name. Please also indicate if the instruction is one of multiple instructions being given, and if a proxy is being appointed for less than your full entitlement, please enter the number of shares in relation to which each such proxy is entitled to act in the box below the relevant proxy holder's name. 4. Please indicate the number of shares in relation to which each proxy is authorised to act in the box below the proxy holder's name. Please also indicate if the instruction is one of multiple instructions being given, and if a proxy is being appointed for less than your full entitlement, please enter the number of shares in relation to which each such proxy is entitled to act in the box below the relevant proxy holder's name.
• 5 . Notwithstanding the recommendation in Note 2, all shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend, speak and vote on their behalf at the AGM. Shareholders may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company. 6 . Please indicate the number of shares in relation to which each proxy is authorised to act in the box below the proxy 6. 7. This proxy form assumes you wish to vote on all your shares in the same way. To vote only part of your holding or to vote some shares one way and some another, please contact our Registrar, Equiniti, on 0371 384 2030. All proxy forms must be signed and should be returned together. If left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this Form of Proxy has 5. This proxy form assumes you wish to vote on all your shares in the same way. To vote only part of your holding or to vote some shares one way and some another, please contact our Registrar, Equiniti, on +44 (0)371 384 2030 (please use the country code when calling from outside the UK). All proxy forms must be signed and should be returned together.
• holder's name. Please also indicate if the instruction is one of multiple instructions being given, and if a proxy is being appointed for less than your full entitlement, please enter the number of shares in relation to which each such proxy is entitled to act in the box below the relevant proxy holder's name. 7 . This proxy form assumes you wish to vote on all your shares in the same way. To vote only part of your holding or to 8. been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account). The 'Vote withheld' option 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 votes 'For' and 'Against' a resolution. 6. If left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this Form of Proxy has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
• vote some shares one way and some another, please contact our Registrar, Equiniti, on 0371 384 2030. All proxy forms must be signed and should be returned together. 8 . If left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this Form of Proxy has been issued in respect of a designated account for a shareholder, the full voting entitlement for that 9. In the absence of instructions the proxy may vote or abstain from voting the shares with respect to which he or she has been appointed as he or she thinks fit on both: (a) the resolutions specified above; and (b) unless instructed otherwise, on any other business (including amendments to resolutions) which may come before the AGM. 7. The 'Vote withheld' option 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 votes 'For' and 'Against' a resolution.
• designated account). 9 . The ' V o t e w i t h h e l d' option is provided to enable you to abstain on any particular resolution. However, it should be noted that a ' V o t e w i t h h e l d' is not a vote in law and will not be counted in the calculation of the proportion of votes 'F o r' and 10. 11. Where the member is a corporation, this form must be executed under its common seal or signed by any officer, attorney or other person duly authorised by the corporation. 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 8. In the absence of instructions the proxy may vote or abstain from voting the shares with respect to which he or she has been appointed as he or she thinks fit on both: (a) the resolutions specified above; and (b) unless instructed otherwise, on any other business (including amendments to resolutions) which may come before the AGM.
• 'A g a i n s t' a resolution. 1 0 . In the absence of instructions the proxy may vote or abstain from voting the shares with respect to which he or she has been appointed as he or she thinks fit on both: (a) the resolutions specified above; and (b) unless instructed otherwise, holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior). 2. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM and any adjournment thereof by using the procedures described in the CREST manual. CREST personal members or 9. Where the member is a corporation, this form must be executed under its common seal or signed by any officer, attorney or other person duly authorised by the corporation.
• on any other business (including amendments to resolutions) which may come before the AGM. 1 1 . Where the member is a corporation, this form must be executed under its common seal or signed by any officer, attorney or other person duly authorised by the corporation. 1 2 . 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 other CREST-sponsored members, and those CREST members who have appointed a service provider, should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf. 10. 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).
• joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior). 1 3 . CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM and any adjournment thereof by using the procedures described in the CREST manual. CREST personal members or other CREST-sponsored members, and those CREST members who have appointed a service provider, should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action 11. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM and any adjournment thereof by using the procedures described in the CREST manual. CREST personal members or other CREST-sponsored members, and those CREST members who have appointed a service provider, should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf.

Central Square Link Group PXS 1 BN99 8LU LANCING Spencer Road Aspect House Equiniti Freepost RTHJ-CLLL-KBKU AFFTTAATTFATAFDDFTFDTADTDDFAFAFAFADF

LS1 4DL

LEEDS

29 Wellington Street

RUCA–ESGL–RSXY

TTDDDDAFFDFTTADTDTFTDTFFDTDTDDTDFTAD

Licence Number

Business Reply Plus