Attendance Card

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

Additional Holders:

Essentra plc (the "Company") invites you to attend the general meeting of the Company to be held at Slaughter and May, One Bunhill Row, London EC1Y 8YY on Tuesday, 14 November 2023 at 2.00 p.m. (the "General Meeting").

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Proxy Form - General Meeting to be held on Tuesday, 14 November 2023

  • 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.

View the Circular online: www.essentraplc.com

Control Number: 918777

SRN:

PIN:

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 online, by post or via CREST or Proxymity Voting

by 2.00 p.m. on Friday, 10 November 2023

Explanatory Notes:

  1. The Company has published a shareholder circular containing a notice convening the General Meeting (the "Notice of General Meeting"), which can be accessed electronically at the website link above.
  2. Vote online - you can appoint a proxy and register your voting instructions online by visiting eproxyappointment.com. For quick access to the website, please scan the Quick Response code above with your smartphone and you will automatically be directed to the mobile site. You will require your Control Number, Shareholder Reference Number and PIN, each of which can be found above. Please note that neither the Company nor Computershare can accept any electronic communication that is found to contain a computer virus.
  3. Vote by post - you can appoint a proxy and register your voting instructions by returning your completed proxy form to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY. A pre-paid envelope, which will not require a stamp if posted in the UK, has been provided for your convenience.
  4. Vote via CREST or Proxymity Voting - you can appoint a proxy via the CREST system with Computershare (ID 3RA50) or the Proxymity platform. The time of receipt will be taken to be the time from which Computershare is able to retrieve the message. Full details of how to submit instructions can be found in the Notice of General Meeting.
  5. Every member of the Company 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 General Meeting. If you wish to appoint a person other than the Chair of the General Meeting, please insert the name of your chosen proxy 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's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement. Please also indicate how you wish your proxy to vote by placing a cross ('X') in the appropriate box (see reverse). If returned without an indication as to how the proxy shall vote on any particular matter, 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).
  6. You may appoint more than one proxy, provided that each proxy is appointed to exercise rights attached to different shares. To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 703 6394 or you may photocopy this form. Please indicate in the box next to the proxy'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.

  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.
  2. Entitlement to attend and vote at the General Meeting and the number of votes which may be cast thereat will be determined by reference to the register of members of the Company (the "Register of Members") at the close of business on Friday, 10 November 2023 (or, in the event of any adjournment, at the time which is 48 hours before the time of the adjourned meeting (excluding any part of a day that is not a working day). 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 General Meeting (or any adjourned meeting).
  3. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via a designated voting platform, any such messages must be received by the issuer's agent prior to the specified deadline within the relevant system. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the relevant designated voting platform) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent via a designated voting platform in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
  4. 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 703 6394 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
  5. In the case of joint shareholders, the instruction of the shareholder whose name first appears in the Register of
    Members of the Company will be accepted to the exclusion of any votes from the other joint holders.
  6. Any alterations made to this form should be initialled.
  7. The completion and return of this proxy form will not preclude a member from attending the General Meeting and voting in person.

Kindly Note: This form is issued only to the addressee(s) and is specific to the

All Named Holders

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.

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Poll Card To be completed at the meeting when a poll is called.

Special Resolutions

Vote

For Against Withheld

1. To approve the new Articles of Association.

2. To approve the conversion of the Company's merger reserve to additional distributable reserves.

In the case of a corporation, a letter of representation will be required alongside the submission of the poll card, unless

Signature

this has already been lodged at registration.

Proxy Form

Please complete this box only if you wish to appoint a person other than the Chair of the General Meeting as proxy.

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

*

I/We hereby appoint the Chair of the General 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 General Meeting of Essentra plc to be held at Slaughter and May, One Bunhill Row, London EC1Y 8YY on Tuesday, 14 November 2023 at 2.00 p.m.

* For the appointment of more than one proxy, please refer to Explanatory Note 6 (see front).

Please use a black pen. Mark with an X

X

Please mark here to indicate that this proxy appointment is one of multiple appointments being made.

inside the box as shown in this example.

Vote

Special Resolutions

For

Against

Withheld

1.

To approve the new Articles of Association.

2.

To approve the conversion of the Company's merger reserve to additional distributable reserves.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as they sees fiit or abstain in relation to any business of the meeting.

If an individual who is not the shareholder named overleaf signs the proxy

Signature

Date

form, the proxy form must be returned with a letter of authority, power of

attorney or a certified copy of the power of attorney authorising them to

sign on the shareholder's behalf. In the case of a corporation, this proxy

must be given under its common seal or be signed on its behalf by a duly

authorised attorney or officer, stating their capacity (e.g. director, secretary).

E X T 1 9 1 0

2 4

F T R

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Disclaimer

Essentra plc published this content on 20 October 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 October 2023 07:42:35 UTC.