Dr. Martens PLC — Proxy Solicitation & Information Statement 2024

Jun 12, 2024

DR. MARTENS PLC
2024 ANNUAL GENERAL MEETING
FORM OF PROXY
Thursday 11 July 2024 at 9:30am

DR. MARTENS PLC

2024 ANNUAL GENERAL MEETING

FORM OF PROXY

Please read the explanatory notes overleaf before completing this form.

• Shareholder Reference Number

You may submit your vote electronically by creating an online portfolio at www.shareview.co.uk. You will need your Shareholder Reference Number shown above.
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 11 July 2024 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.

Ordinary resolutions	For	Against	Vote Withheld
1. Receive the 2024 Annual Report and Accounts	☐	☐	☐
2. Approve the Directors' Remuneration Report	☐	☐	☐
3. Approve the Directors' Remuneration Policy	☐	☐	☐
4. Approve the Final Dividend	☐	☐	☐
5. Elect Giles Wilson as a Director	☐	☐	☐
6. Re-elect Paul Mason as a Director	☐	☐	☐
7. Re-elect Kenny Wilson as a Director	☐	☐	☐
8. Re-elect Andrew Harrison as a Director	☐	☐	☐
9. Re-elect Ian Rogers 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 rights¹	☐	☐	☐
18. Authorise additional disapplication of pre-emption rights¹	☐	☐	☐
19. Authorise purchase of own shares¹	☐	☐	☐
20. Authorise calling of general meetings (other than an AGM) on not less than 14 clear days' notice¹	☐	☐	☐

1. Special resolutions.

Signed ____
Date ____

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Freepost RTHJ-CLLL-KBKU
Equiniti
Aspect House
Spencer Road
LANCING
BN99 8LU

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 9:30am on Tuesday 9 July 2024.

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.

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.

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. 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.

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).

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.

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.

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.

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).

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.