DEVRO PLC 
By I 2 3 4
Shareholder Information
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the twenty-third Annual General Meeting ("AGM") of Devro plc (the "Company") will be held at
Glasgow City Halls, Candleriggs, Glasgow, G1 1NQ on 30 April 2014 at 11:00am.
If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker or other independent adviser authorised under the Financial Services and Markets Act 2000.
If you have sold or transferred all of your shares in the Company, please forward this notice, together with the accompanying documents, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.
Shareholders will be asked to consider and, if thought fit, pass at the AGM the resolutions below. Resolutions 1 to 14 will be proposed as ordinary resolutions and resolutions 15, 16 and 17 will be proposed as special resolutions.
The directors of the Company ("Directors") consider that all the proposals to be considered at the AGM are in the best interests of the Company and its members as a whole and are most likely to promote the success of the Company for the benefit of its members as a whole. The Directors unanimously recommend that shareholders vote in favour of all the proposed resolutions
as they intend to do in respect of their own beneficial holdings.
1. To receive the Company's accounts for the year ended 31 December 2013, together with the Directors' Report, the Strategic
Report and the Auditors' Report on those accounts.
2. To declare a final dividend of 6.1 pence per share for the year ended 31 December 2013.
3. To re-elect as a Director Mr Steve Hannam.
4. To re-elect as a Director Mr Peter Page.
5. To re-elect as a Director Mr Simon Webb.
6. To re-elect as a Director Ms Jane Lodge.
7. To re-elect as a Director Mr Paul Neep.
8. To re-elect as a Director Mr Paul Withers.
9. To elect as a Director Mr Gerard Hoetmer.
10. To re-appoint PricewaterhouseCoopers LLP as the Company's Auditors to hold office until the conclusion of the next AGM
of the Company.
11. To authorise the Directors to determine the remuneration of the Company's Auditors.
12. THAT the Remuneration Report contained within the Company's Annual Report and Accounts for the year ended
31 December 2013, excluding the Directors' Remuneration Policy set out on pages 52 to 56 of the Remuneration Report,
be and is hereby approved.
13. THAT the Directors' Remuneration Policy, set out on pages 52 to 56 of the Remuneration Report, be and is hereby approved to take effect immediately after the end of the AGM.
14. THAT, in substitution for all existing authorities, the Directors be generally and unconditionally authorised in accordance with article 4 of the Company's articles of association and with section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to:
a. allot shares (as defined in section 540 of the Act) in the Company or grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £5,500,000; and
b. allot equity securities (as defined in section 560 of the Act) up to an aggregate nominal amount of £11,000,000 (such amount to be reduced by the aggregate nominal amount of shares allotted or rights to subscribe for or to convert any security into shares in the Company granted under paragraph a of this resolution 14) in connection with an offer by way of a rights issue:
i. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
ii. to holders of other equity securities (as defined in section 560(1) of the Act) as required by the rights of those
securities or, subject to such rights, as the Directors otherwise consider necessary,
and so that the Directors may impose any limits or restrictions and make any arrangements which they consider
necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical
problems in, or under the laws of, any territory or any other matter,
such authorities to apply (unless previously renewed, varied or revoked by the Company in general meeting) until the end of the Company's next AGM after this resolution is passed (or, if earlier, until the close of business on 30 June 2015) but, in each case, so that the Company may make offers and enter into agreements before the authority expires which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority expires and the Directors may allot shares or grant such rights under any such offer or agreement as if the authority had
not expired.
15. THAT, in substitution for all existing powers and subject to the passing of resolution 14, the Directors be generally empowered pursuant to section 570 of the Act to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authority granted by resolution 14 and/or where the allotment constitutes an allotment of equity securities by virtue of section 560(3) of the Act, in each case free of the restriction in section 561 of the Act, such power to be limited:
a. to the allotment of equity securities in connection with an offer of equity securities (but in the case of an allotment pursuant to the authority granted by paragraph b of resolution 14, such power shall be limited to the allotment of equity securities in connection with an offer by way of a rights issue only):
i. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
ii. to holders of other equity securities (as defined in section 560(1) of the Act), as required by the rights of those
securities or, subject to such rights, as the Directors otherwise consider necessary,
and so that the Directors may impose any limits or restrictions and make any arrangements which they consider
necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical
problems in, or under the laws of, any territory or any other matter; and
b. to the allotment of equity securities pursuant to the authority granted by paragraph a of resolution 14 and/or an allotment which constitutes an allotment of equity securities by virtue of section 560(3) of the Act (in each case otherwise than in the circumstances set out in paragraph a of this resolution 15 up to a nominal amount of £833,000,
such power to apply (unless previously renewed, varied or revoked by the Company in general meeting) until the end of the Company's next AGM after this resolution is passed (or, if earlier, until the close of business on 30 June 2015) but so that the Company may make offers and enter into agreements before the power expires which would, or might, require equity securities to be allotted after the power expires and the Directors may allot equity securities under any such offer or agreement as if the power had not expired.
16. THAT the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Act to make one or more market purchases (within the meaning of section 693(4) of the Act) on the London Stock Exchange of ordinary shares of 10 pence each in the capital of the Company ("Ordinary Shares") provided that:
• the maximum aggregate number of Ordinary Shares hereby authorised to be purchased is 16,600,000 (representing less than 10% of the issued ordinary share capital of the Company as at 7 March 2014 which is the latest practicable date before publication of this notice);
• the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is 10 pence, being the par value;
• the maximum price (exclusive of expenses) which may be paid for an Ordinary Share is an amount equal to not more than
5% above the average of the middle market quotations for an Ordinary Share as derived from The London Stock
Exchange Daily Official List for the five business days immediately preceding the date on which that Ordinary Share is
purchased;
• unless previously renewed, varied or revoked by the Company in general meeting, the authority hereby conferred shall
expire at the end of the Company's next AGM after this resolution is passed (or, if earlier, at the close of business on
30 June 2015); and
• the Company may make a contract or contracts to purchase Ordinary Shares under the authority hereby conferred prior
to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority, and may
make a purchase of Ordinary Shares in pursuance of any such contract or contracts.
17. THAT a general meeting of the Company, other than an AGM of the Company, may be called on not less than 14 clear days'
notice, provided that this authority expires at the conclusion of the next AGM of the Company after the date of passing
this resolution.
By order of the Board John Meredith, Company Secretary Devro plc
18 March 2014
Registered Office:
Moodiesburn, Chryston, G69 0JE
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Shareholder Information
EXPLANATORY NOTES TO THE AGM NOTICE
EXPLANATORY NOTES 1. Appointment of proxies
A member of the Company is entitled to appoint a proxy to exercise all or any of his/her rights to attend, speak and vote at a general meeting of the Company. A member may appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member. A proxy need not be a member of the Company but must attend the meeting in person.
Members may register their appointment of a proxy either electronically or by returning the hard copy proxy form (where supplied) in accordance with the instructions set out below.
To be valid, the instrument appointing a proxy, together with the power of attorney or other authority, if any, under which it is signed (or a copy of such power or authority, certified by a notary) must be deposited at the office of the Company's registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, not later than 11:00am on 28 April
2014. Completion and return of a form of proxy will not preclude shareholders from attending or voting in person at the AGM, if they wish to do so.
Shareholders can also register their appointment of a proxy to attend the AGM electronically via the internet by visiting https://www.eproxyappointment.com/ where full instructions are given. A proxy appointment made electronically will not be valid if sent to any address other than that provided or, if received after 11:00am on 28 April 2014 or, if the meeting is adjourned, if received less than 48 hours (excluding any part of a day which is a non-working day) before the time of the adjourned meeting. Please note that any electronic communication found to contain a computer virus will not be accepted.
CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the AGM and any adjournment(s) of it by using the procedures described in the CREST Manual (available via www.euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf.
In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with specifications of Euroclear UK & Ireland Limited ("EUI") and must contain the information required for such instructions, as described in the CREST Manual. The message must be
transmitted so as to be received by the issuer's agent (ID number 3RA50) no later than 48 hours before the time appointed for holding the AGM. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the
CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider take) such action as shall be necessary to ensure that a message is transmitted
by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
Any person to whom this notice is sent who is a person nominated under section 146 of the Act to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the registered shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the registered shareholder as to the exercise of voting rights.
The statement of the rights of shareholders in relation to the appointment of proxies in section 1 above does not apply to
Nominated Persons. The rights described in that section can only be exercised by registered shareholders of the Company.
Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of the same powers as the corporation could exercise if it were an individual member provided they do not do so in relation to the same shares.
128 Devro plc Annual Report & Accounts 2013 4. Entitlement to attend and vote
To be entitled to attend and vote at the meeting (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the register of members of the Company at 6:00 pm on 28 April 2014 (or, in the event of any adjournment, not less than 48 hours (excluding any part of a day that is not a working day) before the time of
the adjourned meeting). Changes to the register of members of the Company after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
All resolutions at the AGM will be taken on a poll rather than on a show of hands, so as to reflect accurately the view of all of the Company's shareholders by ensuring that every vote is recognised, including the votes of shareholders who are unable to attend the AGM but who have appointed a proxy. On a poll, each shareholder has one vote for each share held.
6. Website publication of audit concerns
Under section 527 of the Act, members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to the audit of the Company's accounts (including the Auditors' Report and the conduct of the audit) that are to be laid before the meeting. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with section 527 or 528 of the Act. Where the Company is required to place a statement on a website under section 527 of the Act, it must forward the statement to the Company's Auditors not later than the time when it makes the statement available on the website. The business which may be dealt with at the meeting includes any statement that the Company has been required under section 527 of the Act
to publish on a website.
Any member of the Company attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
8. Documents available for inspectionCopies of all service contracts of the Executive Directors; and all appointment letters of the Non-Executive Directors are available for inspection at the Company's registered office, Gartferry Road, Moodiesburn, Chryston, G69 0JE and at the offices of Clifford Chance LLP, 10 Upper Bank Street, London E14 5JJ during usual business hours. They will also be available at the place of the AGM from 10.45 am until the close of the meeting.
9. Issued share capital and total voting rightsAt 7 March 2014 (being the latest practicable date prior to the publication of this notice) the issued share capital of the Company consists of 166,779,230 Ordinary Shares, carrying one vote each. Therefore, the total voting rights in the Company as at 7 March 2014 are 166,779,230.
10. Electronic publicationA copy of this notice, and other information required by section 311A of the Act, can be found at www.devro.com.
11. Resolutions
Resolution 1: Accounts and Reports of the Directors and of the Auditors
The Directors of the Company have a duty to present (to shareholders in general meeting) the annual accounts together with the Directors' Report, the Strategic Report and the Report of the Auditors. The Auditors' Report can be found on pages 119 to
123 of this Annual Report.
Resolution 2: Final dividend
The Directors recommend that a final dividend of 6.1 pence per share be paid on 16 May 2014 to shareholders whose names appear on the register of members at the close of business on 28 March 2014. Payment of the final dividend will bring the total dividend for the year ended 31 December 2013 to 8.8 pence per share.
Resolutions 3 to 9: Election and re-election of Directors
In line with best practice on corporate governance, each Director of the Company wishing to remain a Director is subject to election or re-election by shareholders at each AGM. Gerard Hoetmer has been appointed a Non-Executive Director of the Company since last year's AGM and will, therefore, stand for election to the Board for the first time at this AGM. All of the other current Directors are standing for re-election to the Board. All of their biographies are set out on pages 38 and 39
of this Annual Report.
Resolutions 10 and 11: Reappointment and remuneration of the Company's Auditors
These are standard resolutions proposing the reappointment of PricewaterhouseCoopers LLP as the Company's Auditors and authorising the Directors to determine their remuneration.
I 2 3 4
Shareholder Information
EXPLANATORY NOTES TO THE AGM NOTICE (continued)
Resolution 12: Remuneration Report
Shareholders will be invited to approve the Remuneration Report set out on pages 50 to 63 (other than the part containing the Directors' Remuneration Policy) for the year ended 31 December 2013. In line with legislation, this vote will be advisory in nature and it will not be specific to individual levels of remuneration.
Resolution 13: Remuneration Policy
Shareholders will be invited to approve the Directors' Remuneration Policy which is set out in full on pages 52 to 56. This reflects a new statutory requirement to seek shareholders' approval at least every three years (or sooner, in the event of a change in
the Policy). On the approval of this resolution, the Directors' Remuneration Policy will take effect immediately. The Company
will not be able to make a remuneration payment to a current or prospective Director or a payment for loss of office to a current or past Director, unless that payment is consistent with the Policy or has been approved by a resolution of the members of
the Company.
Resolution 14: Allotment of new shares
This resolution is to renew, for a further year, the general authority to allot shares given to the Directors at the Company's last
AGM, held on 18 April 2013. Paragraph a of the resolution will give the Directors a general authority to allot up to 55,000,000
Ordinary Shares, representing approximately one-third of the Company's issued ordinary share capital (excluding any shares held in treasury) as at 7 March 2014, which is the latest practicable date before publication of this notice. The Company did not hold any of its own shares as treasury shares as at 7 March 2014.
Paragraph b of the resolution proposes that a further authority be conferred on the Directors to allot unissued shares or rights to subscribe for shares in favour of holders of equity securities (which would include ordinary shareholders) as required by the rights of those securities or as the Directors may otherwise consider necessary, up to a maximum aggregate nominal amount of £11,000,000 (such amount to be reduced by the nominal amount of any shares or rights to subscribe for shares issued under the authority conferred by paragraph a of this resolution). This, the 'section 551 amount', represents an amount which
is approximately two thirds of the aggregate nominal value of the issued and unconditionally allotted ordinary share capital of the Company as at 7 March 2014.
This resolution complies with the current guidelines, first issued by the Association of British Insurers ("ABI") in November
2009, and, if the Directors do exercise the authority conferred by paragraph b of this resolution, they intend to follow best practice as regards its use. The Company's practice of requiring each Director of the Company wishing to remain a Director to stand for election or re-election by shareholders at each AGM would already satisfy the ABI's recommendation that Directors stand for re-election at the next AGM following any decision to exercise the authorities sought under this resolution. Other than in relation to the Company's employee share plans, the Directors have no present intention to use these authorities, which will expire at the earlier of the conclusion of the next AGM of the Company and 30 June 2015. As is normal practice, the Directors intend to seek renewal of these authorities at subsequent AGMs.
Resolution 15: Pre-emption rights
This resolution, which will be proposed as a special resolution, seeks to renew the authority conferred on the Directors at the last AGM to issue equity securities of the Company for cash without application of the pre-emption rights as provided by section 561 of the Act. The authorities being sought provide for non-pre-emptive allotments of equity securities (a) to ordinary shareholders in proportion to their existing shareholdings; (b) to holders of other equity securities as required by, or subject
to (as the Directors consider necessary), the rights of those securities, and to deal with treasury shares, fractional entitlements and legal and practical problems in any territory, for example on a rights issue or other similar share issue; and (c) for cash up to an aggregate nominal value of £833,000 which represents slightly less than 5% of the issued ordinary share capital of the Company as at 7 March 2014, which is the latest practicable date before publication of this notice. This authority will expire at the earlier of the conclusion of the next AGM of the Company and 30 June 2015.
The authorities sought and the limits set by the resolution will also disapply the application of section 561 of the Act from a sale of treasury shares to the extent also specified in this resolution.
In accordance with the Pre-Emption Group's Statement of Principles, the Board confirms its intention that no more than 7.5%
of the issued share capital will be issued for cash on a non-pre-emptive basis during any rolling three-year period.
Resolution 16: Authority for market purchases by the Company of its own shares
The authority for the Company to purchase its own Ordinary Shares granted at last year's AGM will expire on the date of the forthcoming AGM. The Directors wish to renew this authority and a special resolution will be proposed to give the Company the authority to purchase its own Ordinary Shares in the market as permitted by the Act. The authority limits the number of shares that could be purchased to a maximum of 16,600,000 (representing less than 10% of the issued ordinary share capital of the Company as at 7 March 2014, which is the latest practicable date before publication of this notice) and sets minimum and maximum prices. This authority will expire at the earlier of the conclusion of the next AGM of the Company and 30 June 2015.
Although the Directors have no present intention of exercising the authority to purchase the Company's Ordinary Shares, they consider that it is in the best interests of the Company to have available this authorisation, in case of circumstances when it would be appropriate to use it. They would only use it when satisfied that this would result in an increase in earnings per share and was in the best interests of shareholders generally.
Any Ordinary Shares purchased pursuant to this authority may either be held as treasury shares or cancelled by the Company, depending on which course of action is considered by the Directors to be in the best interests of shareholders at the time.
As at 7 March 2014, there were share scheme award options over 1,189,108 Ordinary Shares in the capital of the Company, which represents 0.7% of the Company's issued ordinary share capital. If the authority to purchase the Company's Ordinary Shares were exercised in full, these options would represent 0.8% of the Company's issued ordinary share capital. As at 7 March 2014, the Company did not hold any treasury shares in the Company and no warrants over Ordinary Shares in the capital of the Company existed.
Resolution 17: General Meeting Notice
Changes made to the Act by the Shareholders' Rights Regulations increased the notice period required for general meetings of the Company from 14 clear days to 21 days, unless shareholders approve a shorter notice period, which cannot however be less than 14 clear days, and certain requirements are satisfied. In accordance with the Act, AGMs will continue to be held on at least
21 clear days' notice.
At the last AGM, the shareholders approved a notice period of not less than 14 clear days (other than for AGMs) effective until the forthcoming AGM. The Directors believe it is in the best interests of shareholders to preserve this ability and this resolution, which will be proposed as a special resolution, seeks such approval. The approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed.
It is intended that this flexibility will only be used for non-routine business and where merited in the interests of shareholders generally.
It should also be noted that in order to be able to call a general meeting on less than 21 clear days' notice, the Company must make a means of electronic voting available to all shareholders for that meeting. This condition is met if there is a facility to appoint a proxy by means of a website.
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