De La Rue : AGM Notice of Meeting 2023

Notice of Annual General Meeting

to be held on

Thursday 7 September 2023

This document is important and requires your IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are advised to consult your stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised pursuant to the Financial Services and Markets Act 2000 immediately. If you have sold or otherwise transferred all of your ordinary shares in De La Rue plc you should pass this document together with the accompanying documents (but not the personalised proxy form) as soon as possible to the purchaser or transferee or to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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De La Rue plc

De La Rue House

Jays Close

Viables

Basingstoke

Hampshire

RG22 4BS

United Kingdom

Letter from the Chairman

14 July 2023

Dear Shareholder

Annual General Meeting

I have pleasure in enclosing this year's notice of the Annual General Meeting (AGM) of De La Rue plc (De La Rue or the Company) which will be held at 10:00am on Thursday 7 September 2023 at De La Rue House, Jays Close, Basingstoke, Hampshire, RG22 4BS, United Kingdom.

As we did in 2022, we have created a dedicated AGM page on the website at www.delarue.com/investors/agm- information-2023 which provides access to all of the materials relating to the meeting. This includes a facility for shareholders to ask questions relating to the business of the meeting via our website in advance of the AGM. Further details can be found on page 4.

Business of the Annual General Meeting

The Notice of Annual General Meeting on pages 5 to 8 of this document provides formal notice of the meeting and sets out the text of the resolutions that will be put to shareholders. An explanation of the purpose of each of the resolutions is provided in the explanatory notes on pages 9 to 13. Biographical details of the Directors serving at the date of the notice of meeting and who are retiring from office and seeking re-election at the AGM are provided on pages 14 to 16.

De La Rue Investor Returns Plan

In addition to the routine business of the AGM, the Board is also proposing the adoption of a new employee share plan, the De La Rue Investor Returns Plan (the Plan). This is a new share-settled long term incentive scheme, the adoption of which, under the Listing Rules, requires shareholder approval.

The background to why your Directors believe we need the new plan is set out in the Directors' Remuneration report within the 2023 Annual Report that accompanies this document.

Registered Office: De La Rue House, Jays Close, Viables, Basingstoke, Hampshire RG22 4BS.

Registered in England & Wales with company number 3834125

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In essence, the Plan is a market-value share option scheme, which means that participating executives will only be able to realise value from the Plan to the extent that there has been growth in the share price. To mitigate the risk that there is a general stock market uplift influencing the valuation of all shares, the vesting of options granted under the Plan will be subject to an underpin that the Total Shareholder Return delivered by De La Rue matches or exceeds that of the FTSE250 index (excluding Investment Trusts). A summary of the key provisions of the rules of the De La Rue Investor Returns Plan is set out on pages 20 to 23 of this document.

Recommendations

The Board believes that all the resolutions to be considered at the AGM will promote the success of the De La Rue and are in the best interests of the Company and its shareholders as a whole. Accordingly, the Board unanimously recommends shareholders to vote in favour of them. Individual members of the Board intend to vote their own beneficial and non-beneficial holdings, currently amounting to 0.33% of the issued ordinary share capital of the Company, in favour of all resolutions.

What to do next

All votes will be taken on a poll at the AGM, meaning that you have one vote for every share held. This also enables us to take into account votes cast by shareholders who are not attending the AGM in person. You will find a proxy form for the AGM with this document, which enables votes to be cast on your behalf. Please fill in the proxy form and return it to the Company's registrar, Computershare Investor Services PLC, as soon as possible and in any case by 10:00am on Tuesday 5 September 2023. Shareholders can also submit proxy votes electronically via the registrar's website, www.investorcentre.co.uk/eproxy by 10:00am on Tuesday 5September 2023.

CREST members who wish to appoint a proxy or give an instruction through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST manual. CREST memberswishing to appoint multiple proxies for a holding should contact the Company's registrar. If you vote by means of CREST your vote must also be registered by 10:00am on Tuesday 5 September 2023.

Please refer to the technical notes to the Notice of AGM, on pages 17 to 19 of this document, for further instructions as to how to appoint a proxy by any of the methods described above.

The results of the votes on the proposed resolutions will be announced in the normal way, as soon as practicable after the conclusion of the AGM.

Yours sincerely,

Clive Whiley

Chairman

Registered Office: De La Rue House, Jays Close, Viables, Basingstoke, Hampshire RG22 4BS.

Registered in England & Wales with company number 3834125

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How to raise a question at the AGM

We value our engagement with all our shareholders and hope that you will be able to attend the AGM in person. For those unable to join us in person, we are also providing a facility for you to ask questions relating to the business of the AGM in advance of the meeting.

We have set up a dedicated webpage for the 2023 AGM, at www.delarue.com/investors/agm-information-2023 through which you can review questions already submitted and the answers given, and which also enables you to raise a new question.

If you do not have internet access but would like to raise a question, you can do so by writing to Rob Bellhouse, Deputy Company Secretary at De La Rue plc, De La Rue House, Jays Close, Viables, Basingstoke, Hampshire, RG22 4BS.

We will endeavour to provide personal answers directly to each questioner as they are received. We will also endeavour to publish (on an anonymised basis) all questions received before 12:00 noon on Wednesday 6 September 2023, and our responses to those questions, on the rolling Q&A document maintained on the webpage referred to above, so that all such questions and answers are published prior to the AGM. However, we reserve the right to edit questions or not to respond where we consider it appropriate, taking account of our legal obligations.

Please note that shareholders may not use any electronic address provided in this document or in any related documents (including the accompanying form of proxy) to communicate with the Company for any purpose other than those expressly stated.

De La Rue plc

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Annual General Meeting 2023

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting (AGM) of De La Rue plc (the Company) will be held at De La Rue House, Jays Close, Viables, Basingstoke, Hampshire RG22 4BS at 10:00am on Thursday 7 September 2023 to consider and, if thought fit, to pass the following resolutions. Resolutions 1 to 13 (inclusive) and 18 will be proposed as ordinary resolutions and resolutions 14 to 17 (inclusive) as special resolutions:

ORDINARY RESOLUTIONS

Reports and Accounts

1. To receive the Annual Report and Accounts (including the Strategic Report, the Directors' report, the Auditor's Report and the financial statements) of the Company for the period ended 25 March 2023 (the 2023 Annual Report).

Directors' Remuneration Policy

2. To approve the Directors' remuneration policy as set out on pages 107 to 116 of the 2023 Annual Report, to take effect from the conclusion of the Annual General Meeting.

Directors' Remuneration Report

3. To approve the Directors' Remuneration Report (other than the part containing the Directors' remuneration policy set out on pages 107 to 116) as set out on pages 102 to 127 of the 2023 Annual Report.

Re-election of Directors

To re-elect the following Directors retiring pursuant to Article 81 of the Company's Articles of Association and who, being eligible, offer themselves for reelection or, where relevant, election:

1. Nick Bray;
2. Ruth Euling;
3. Mark Hoad;
4. Dean Moore;
5. Clive Vacher; and
6. Clive Whiley.

Re-appointment of Auditor

10. To re-appoint Ernst & Young LLP as Auditor of the Company, to hold office until the conclusion of the next general meeting at which accounts are laid before the Company.

Auditor's remuneration

11. To authorise the Directors, through the Audit Committee, to determine the Auditor's remuneration.

Political donations

12. That in accordance with section 366 and section 367 of the Companies Act 2006 (the Act), the Company, and each company which is or becomes its subsidiary during the period to which this resolution relates, be and are hereby authorised to:

1. make political donations to political parties and/or independent election candidates not exceeding £100,000 in total;
2. make political donations to political organisations other than political parties not exceeding £100,000 in total; and
3. incur political expenditure not exceeding £100,000 in total,

during the period commencing on the date of the passing of this resolution and ending at the conclusion of the Company's next AGM or, if earlier, at the close of business on 7 December 2024, provided that, in any event, the total aggregate amount of all political donations made or political expenditure incurred by the Company and its subsidiaries in such period shall not exceed £100,000. For the purposes of this resolution, 'political donations', 'political organisations', 'political parties', 'independent election candidates' and 'political expenditure' have the meanings given in sections 363 to 365 of the Act.

Power to allot shares

13. That the Board be generally and unconditionally authorised to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company (Rights):