Universal : 2021 Proxy Statement

ANNUAL MEETING OF SHAREHOLDERS

June 28, 2021

Dear Universal Shareholders,

Since our founding in 1918, Universal Corporation has established a global presence and our principles reflect where we've been and what we've learned over our more than 100-year history. Our commitment to sustainability, cultivating long- term relationships with our customers and suppliers, investing in our people, and maintaining our financial strength have helped us endure through multiple economic cycles and build a broader agri-products services platform.

We continue to be guided by these principles as we continue to mitigate the effects of the coronavirus (COVID-19) pandemic on our business and navigate the changing tobacco industry. We started fiscal year 2021 at the height of the COVID-19 restrictions, which have had some impact on every aspect of Universal's operations. I would like to thank all of our employees, customers, grower communities, and stakeholders for their ongoing support, especially during these unprecedented times. As society begins to reopen and recover, I also want to share my optimism about how we've navigated the pandemic and positioned Universal for the future.

We remain committed to our tobacco business and are energized by its future. As a company that operates in numerous countries around the world, we are continuing to invest in the tobacco business, particularly in providing more value-added services to our customers, and maintaining a sustainable tobacco supply chain. We pride ourselves on best practices in our industry, adopting and implementing policies and procedures that protect not only the farmers from whom we purchase tobacco, but also the facilities and even the broader communities in which we operate. Additionally, we closed on our acquisition of Silva International in October 2020, which enhanced our plant-based ingredients platform. As we look ahead, we continue to develop an active investment pipeline geared at capitalizing on growth opportunities outside of leaf tobacco.

We have a responsibility to our stakeholders to set high standards of social and environmental performance and to support a sustainable supply chain. This year highlighted the importance of supporting the communities in which we operate, given the toll the pandemic has taken globally. We continue to build our ESG programs to emphasize our strong supply chain and the processes and activities that elevate our social and environmental performance. We published our second annual sustainability report in December 2020 on our website. Our sustainability report provides valuable information about our commitment to sustainability, including how we enhanced the transparency of our environmental performance by adding more details and metrics about our greenhouse gas emissions and water utilization.

As disciplined corporate stewards, we have a strong track record of returning value to Universal Corporation shareholders. Notably, our Board of Directors recently approved Universal Corporation's 51st annual dividend increase in our company's 100-plus year history. We remain committed to sustainable shareholder value creation and leveraging our strong balance sheet to better position our company for the future.

I encourage you to read the pages that follow to inform your voting decisions and ask for your voting support. On behalf of Universal Corporation, I thank you for your investment and trust in us as we continue to build on our proud history of more than 100 years.

Sincerely,

GEORGE C. FREEMAN, III

Chairman, President, and

Chief Executive Officer

Universal Corporation

P.O. Box 25099

Richmond, Virginia 23260

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The Annual Meeting of Shareholders of Universal Corporation will be held at our headquarters located at 9201 Forest Hill Avenue, Stony Point II Building, Richmond, Virginia 23235, on Tuesday, August 3, 2021, at 11:00 a.m., Eastern Time, for the following purposes:

1. to elect as directors the three nominees to the Board of Directors named in the accompanying Proxy Statement to serve three-year terms;
2. to approve a non-binding advisory resolution approving the compensation of our named executive officers;
3. to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2022; and
4. to act upon such other matters as may properly come before the meeting or any adjournments or postponements thereof. COVID-19Logistics

Meeting Format.We intend to hold our Annual Meeting in person but are remaining flexible given the uncertain course the coronavirus (COVID-19) pandemic may take. We also are sensitive to the public health and travel concerns our shareholders may have and the protocols that federal, state, and local governments may impose. In the event it is not possible or advisable to hold our annual meeting in person due to COVID-19, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. Please monitor our annual meeting website at http://investor.universalcorp.com/press-releasesfor updated information, and we will also issue a press release if we decide we must change the meeting format. If you are planning to attend our meeting, please check the website one week prior to the meeting date. As always, we encourage you to vote your shares prior to the Annual Meeting.

Record Date Shareholders Only.In an effort to mitigate COVID-19 risk, only holders of record of shares of our Common Stock at the close of business on June 8, 2021 shall be entitled to attend and vote at the Annual Meeting. Non- shareholders and guests will not be permitted to attend the Annual Meeting in person.

Admission Pre-RegistrationRequirement.If you plan to attend the Annual Meeting in person, you must pre-register in advance. This will allow us to arrange the meeting space in a manner that allows social distancing. To pre-register, please follow the instructions on page 3 in the accompanying Proxy Statement.

Please note that brokers may not vote your shares on the election of directors or on the advisory vote on executive compensation in the absence of your specific instructions as to how to vote. Whether or not you expect to attend the Annual Meeting in person, it is important that your shares be represented and voted at the Annual Meeting. We urge you to vote online, by phone or complete, sign, date, and return the enclosed proxy card or voting instruction in the envelope provided. Beneficial owners of shares of our Common Stock held in street name through a bank or brokerage account should follow the enclosed instructions for voting their shares. We hope you are able to pre-register and attend the Annual Meeting, but even if you cannot please vote your shares as promptly as possible.

By Order of the Board of Directors,

PRESTON D. WIGNER

Secretary

June 28, 2021

PROXY STATEMENT

FOR THE ANNUAL MEETING OF SHAREHOLDERS

OF UNIVERSAL CORPORATION

TO BE HELD AUGUST 3, 2021

APPROXIMATE DATE OF MAILING - June 28, 2021

This Proxy Statement sets forth certain information with respect to the accompanying proxy to be used at the 2021 Annual Meeting of Shareholders of Universal Corporation, which we refer to as the Annual Meeting, or at any adjournments or postponements thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders. The Board of Directors has designated our headquarters located at 9201 Forest Hill Avenue, Stony Point II Building, Richmond, Virginia 23235, as the place of the Annual Meeting.

We intend to hold our Annual Meeting in person, but are remaining flexible given the uncertain course the COVID-19 pandemic may take. We are actively monitoring the COVID-19 pandemic, and we are sensitive to the public health and travel concerns our shareholders may have and the protocols that federal, state, and local governments may impose. In the event it is not possible or advisable to hold our Annual Meeting in person due to COVID-19, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the Annual Meeting solely by means of remote communication. Please monitor our Annual Meeting website at http://investor.universalcorp.com/press-releasesfor updated information, and we will also issue a press release if we decide we must change the meeting format. If you are planning to attend our Annual Meeting, please check the website one week prior to the Annual Meeting date. As always, we encourage you to vote your shares prior to the Annual Meeting.

We strongly encourage shareholders to consider safety first over attending the Annual Meeting in person. We are implementing measures to reduce the risk of COVID-19, however, we cannot guarantee your safety due to the nature of the virus. In addition to reserving the right to announce alternative arrangements to an in-person Annual Meeting, we are limiting attendance to only shareholders of record as of the close of business on June 8, 2021. In addition, any such shareholder who desires to attend the Annual Meeting must pre-register in advance as explained on page 3 of this Proxy Statement.

The Board of Directors solicits this proxy and urges you to vote immediately. Unless the context otherwise indicates, reference to "Universal," "we," "us," "our," or "the Company" means Universal Corporation.

Our Annual Report on Form 10-K for the fiscal year ended March 31, 2021, which we refer to as the fiscal year 2021 Annual Report, is being mailed concurrently with this Proxy Statement to our shareholders. Unless otherwise specifically stated, our fiscal year 2021 Annual Report is not incorporated into this Proxy Statement and shall not be considered a part of this Proxy Statement or soliciting materials.

QUESTIONS AND ANSWERS FOR ANNUAL MEETING

Q: Who is asking for my vote and why are you sending me this document?

1. The Board of Directors asks that you vote on the matters listed in the Notice of Annual Meeting of Shareholders, which are more fully described in this Proxy Statement. We are providing this Proxy Statement and related proxy card or voting instruction to our shareholders in connection with the solicitation by the Board of Directors of proxies to be voted at the Annual Meeting. A proxy, if duly executed and not revoked, will be voted and if it contains any specific instructions, it will be voted in accordance with those instructions.

Q: Who is eligible to vote?

1. You may vote only if you owned shares of Universal Corporation common stock, which we refer to as Common Stock, at the close of business on June 8, 2021, the record date established by the Board of Directors under Virginia law for determining shareholders entitled to notice of and to vote at the Annual Meeting. We had outstanding as of the record date 24,562,214 shares of Common Stock, each of which is entitled to one vote per share.

Q: What is a proxy?

1. A proxy is your legal designation of another person to vote the stock you own. If you designate someone as your proxy or proxy holder in a written document, that document also is called a proxy or a proxy card. Messrs. Johan C. Kroner and Preston D. Wigner have been designated as proxies or proxy holders for the Annual Meeting. Proxies properly executed and received by our Secretary prior to the Annual Meeting and not revoked will be voted in accordance with the terms thereof.

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Q: What is a voting instruction?

1. A voting instruction is the instruction form you receive from your bank, broker, or other nominee if you hold your shares of Common Stock in street name, which we refer to as broker shares. The instruction form instructs you how to direct your bank, broker, or other nominee, as record holder, to vote your shares of Common Stock.

Q: What am I voting on at the Annual Meeting?

1. You will be voting on the following matters:
2. • The election of the three nominees to the Board of Directors set forth in this Proxy Statement to serve three-year terms;
   • The approval of a non-binding advisory resolution approving the compensation of our named executive officers;
   • The ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2022; and
   • Any other business properly raised at the Annual Meeting or any adjournments or postponements thereof.

We are not aware of any matters that are to come before the Annual Meeting other than those described in this Proxy Statement. If other matters do properly come before the Annual Meeting, however, it is the intention of the persons named in the enclosed proxy card to exercise the discretionary authority conferred by the proxy to vote such proxy in accordance with their best judgment.

Q: What constitutes a quorum and how many votes must be present to hold the Annual Meeting?

1. In order for the Annual Meeting to be conducted, a majority of the shares entitled to vote (i.e., a majority of the outstanding shares of Common Stock as of the record date) must be present in person or represented by proxy at the Annual Meeting for the transaction of business at the Annual Meeting. This is referred to as a quorum. Abstentions, withheld votes, and broker shares that are voted on any matter are included in determining the number of votes present. Broker shares that are voted on at least one matter will be counted for purposes of determining the existence of a quorum for the transaction of business at the Annual Meeting. Broker shares that are not voted on any matter will not be included in determining whether a quorum is present. In the event that a quorum is not present at the Annual Meeting, it is expected that the Annual Meeting will be adjourned or postponed to solicit additional proxies. It is very important, therefore, that you vote your shares.

Q: What vote is needed to elect directors?

1. The election of each nominee for director requires the affirmative vote of the holders of a plurality of the shares of Common Stock voted in the election of directors.

1. What vote is needed to approve the non-binding advisory resolution approving the compensation of our named executive officers?

1. The approval of the non-binding advisory resolution approving the compensation of our named executive officers requires that the votes cast in favor of the proposal exceed the number of votes cast against the proposal. The Board of Directors and the Compensation Committee value the opinions of our shareholders. To the extent that there is any significant vote against executive compensation, the Board of Directors and the Compensation Committee will consider shareholder concerns and evaluate whether any actions are necessary to address those concerns.

Q: What vote is needed to ratify the appointment of Ernst & Young LLP?

1. The ratification of the appointment of Ernst & Young LLP requires that the number of votes cast in favor of the ratification exceed the number of votes cast in opposition to the ratification.

Q: What are the voting recommendations of the Board of Directors?

1. The Board of Directors recommends that shareholders vote "FOR" each of the proposed nominees for director named in this Proxy Statement; "FOR" the approval of the non-binding resolution approving named executive officer compensation; and "FOR" the ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2022.

Q: How do I vote?

1. Registered shareholders (shareholders who hold Common Stock in certificated form as opposed to through a bank, broker, or other nominee) who are eligible to vote may vote in person at the Annual Meeting or by proxy. Registered shareholders have the following ways to vote by proxy:
2. • by mail - complete, sign, date, and return the enclosed proxy card or voting instruction; or
   • over the Internet or by telephone - follow the instructions provided on the enclosed proxy card.

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Registered shareholders are urged to deliver proxies by using the Internet, by calling the toll-free telephone number, or by completing and mailing the enclosed proxy card. The Internet and telephone voting procedures are designed to authenticate shareholders' identities, to allow shareholders to give their proxies, and to confirm that such instructions have been recorded properly. Instructions for voting over the Internet or by telephone are set forth on the enclosed proxy card. Registered shareholders may also send their proxies by completing, signing, and dating the enclosed proxy card and returning it as promptly as possible in the enclosed postage-paid envelope.

Shareholders who hold broker shares, which we refer to as street name shareholders, who wish to vote at the Annual Meeting should be provided voting instructions from the institution that holds their shares. If this has not occurred, please contact the institution that holds your shares. Street name shareholders may also be eligible to vote their shares electronically by following the voting instructions provided by the bank, broker, or other nominee that holds the shares, using either the Internet address or the toll-free telephone number provided on the voting instruction, or otherwise complete, date, and sign the voting instruction and return it promptly in the enclosed postage-paid envelope.

If we announce alternative arrangements to an in-person meeting due to COVID-19, we will inform you whether additional methods to vote will be offered. The deadline for voting electronically over the Internet or by telephone is 11:59 p.m., Eastern Time, on August 2, 2021.

Q: Can I attend the Annual Meeting?

1. Assuming we do not need to announce alternative arrangements to an in-person meeting due to COVID-19, the Annual Meeting is open to all holders of our Common Stock as of the close of business on the record date, June 8, 2021. We will not permit cameras, recording devices, or other electronic devices at the Annual Meeting. We encourage you to vote your shares by proxy, but you may also vote your shares in person by pre-registering and attending the Annual Meeting. Guests are not permitted to attend the Annual Meeting in person.

If you plan to attend the meeting, you must pre-registerin advance. You may pre-register by email or by certified mail, following the instructions immediately below:

PRE-REGISTERBY EMAIL: If you choose to pre-register by email, please contact the Company no later thanJuly 27, 2021 by email at [e-mail], providing your name, address, telephone number, and the control number on your proxy card, and attaching a copy of your proof of share ownership. Requests delivered by email after July 27, 2021, will not be considered. The Secretary of the Company will respond to all timely received pre-registration requests.

PRE-REGISTERBY CERTIFIED MAIL: If you choose to pre-register by certified mail, please mail a written request including your name, address, telephone number, and the control number on your proxy card, and enclosing a copy of your proof of share ownership, to the Secretary of the Company (Universal Corporation, P.O. Box 25099, Richmond, Virginia 23260, Attention: Secretary). All mailed requests must be sent by certified mail, return receipt requested, and received by the Company no later thanJuly 27, 2021. Requests received by the Secretary of the Company after July 27, 2021, will not be considered. The Secretary of the Company will respond to all timely received pre-registration requests.

We strongly encourage shareholders to consider safety first over attending the Annual Meeting in person. We are implementing measures to reduce the risk of COVID-19, however, we cannot guarantee your safety due to the nature of the virus. In making your own decision regarding whether to attend the Annual Meeting in person, we advise you to take into account the current health environment, the risks to your personal health and the health of others if you were to attend, and to use social distancing. Shareholders who attend or attempt to attend this year's Annual Meeting will be deemed to have understood, accepted, and assumed all associated risk with attending the event in person during the ongoing COVID-19 pandemic. We will not be held liable for harm to any attendee, including any shareholder attendee, due to any of the foregoing.

Please note that if the Annual Meeting is held in person, in light of the ongoing COVID-19 pandemic, we will require all attendees, including all shareholders, to practice "social distancing." In addition, all attendees will be required to wear a mask while in the Company's building and during the Annual Meeting. If you do not have a mask, we will provide one to you. Moreover, face-to-face interaction with members of management or the Board of Directors before and/or after the meeting may be necessarily limited by social distancing protocols, and may be further restricted, or prohibited, out of an abundance of caution in the judgement of management and/or the Board of Directors. Instructions on how to communicate with the Board of Directors are set forth below under the section titled, "How do I communicate with the Board of Directors?"

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