Essentra : Notice of Annual General Meeting 2023

Notice of Annual

General Meeting

Essentra plc

Incorporated in England and Wales under registered number 05444653.

This document is important and requires your immediate attention.

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should immediately seek your own advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your shares in Essentra plc (the "Company"), please pass this document together with the accompanying form of proxy 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.

Notice of the Annual General Meeting ("AGM") of the Company to be held at Slaughter and May,

One Bunhill Row, London, EC1Y 8YY on Tuesday 16 May 2023 at 13.00 is set out in this document.

Shareholders are welcome to attend the AGM in person and the Board look forward to meeting you if you are able to join us in person. Whilst we ran a hybrid meeting last year, there was no take up through the virtual route, and therefore, we have decided to hold an in person only meeting. To help ensure your safety and manage the numbers attending the AGM, we are asking that only shareholders or their duly nominated proxies attend the AGM. Persons who are not shareholders or their duly nominated persons should not attend the meeting unless arrangements have been made in advance with the Company Secretary.

Shareholders are urged to complete and submit a proxy form or vote using the internet, in accordance with instructions on the enclosed form. The proxy form must be completed, signed and received by 13.00 on Friday 12 May 2023.

Shareholders who are not able to attend the meeting, may ask for questions to be put to the meeting by emailing [e-mail] by no later than 13.00 on Friday 12 May 2023.

Important Note

Please check the Company's website, www.essentraplc.com in advance of the AGM in case there are any changes made to the arrangements for the AGM. In the event that there are any changes made at short notice, there will also be an announcement to the London Stock Exchange via the regulatory information service.

Notice of Annual General Meeting

Notice of

Annual General Meeting

Notice is hereby given that the 2023 AGM of Essentra plc (the "Company") will be held at Slaughter and May, One Bunhill Row, London, EC1Y 8YY on Tuesday 16 May 2023 at 13.00 ("Notice"). A form of proxy for use in connection with this meeting is enclosed with this document. Whether or not you propose to attend the AGM you are strongly encouraged to complete the proxy form in accordance with the instructions on the enclosed form and return it to the registrars or vote using the internet, as soon as possible, in order to ensure that your

vote is counted. Proxy forms and voting instructions must be received by 13.00 on Friday 12 May 2023. You will be asked to consider and pass the resolutions below.

Completion and return of a form of proxy will not preclude shareholders from attending in person and voting at the AGM should they choose to do so.

The Board considers that all the resolutions to be put to the AGM are in the best interests of the Company and its shareholders as a whole. The Board will be voting in favour of them in respect of their own shareholdings and unanimously recommends that you do so as well.

Each of the Resolutions to be put to the meeting will be voted on by way of a poll and not by a show of hands. A poll reflects the number of voting rights exercisable by each member and so the Board considers it a more democratic method of voting.

Resolutions

Resolutions 1 to 14 (inclusive) will be proposed as ordinary resolutions.

Resolutions 15 to 18 (inclusive) will be proposed as special resolutions.

1. To receive and adopt the Company's accounts, the Reports of the Directors and Auditor and the Strategic Report for the financial year ended 31 December 2022, as set out in the Company's 2022 Annual Report.
2. To approve the Remuneration Committee Chair's Letter and the Annual Report on Remuneration for the financial year ended 31 December 2022, as set out in the Company's 2022 Annual Report.
3. To declare a final dividend for the financial year ended 31 December 2022 of 1.0 pence per ordinary share.
4. To re-elect Dupsy Abiola as a Director of the Company.
5. To re-elect Jack Clarke as a Director of the Company.
6. To elect Kath Durrant as a Director of the Company.
7. To elect Scott Fawcett as a Director of the Company.
8. To re-elect Adrian Peace as a Director of the Company.
9. To re-elect Paul Lester as a Director of the Company.
10. To re-elect Mary Reilly as a Director of the Company.
11. To re-elect Ralf K. Wunderlich as a Director of the Company.
12. To re-appoint PricewaterhouseCoopers LLP as Auditor of the Company until the conclusion of the next general meeting at which audited accounts are laid before the Company.
13. To authorise the Directors to determine the remuneration of the Auditors.

14. General power to allot shares (ordinary resolution)

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:

1. up to a nominal amount of £25,065,901 (such amount to be reduced by the nominal amount allotted or granted under paragraph (b) below in excess of such sum); and
2. comprising equity securities (as defined in section 560(1) of the Companies Act 2006) up to a nominal amount of £50,131,801 (such amount to be reduced by any allotments or grants made under paragraph (a) above) in connection with an offer by way of 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 required by the rights of those securities or as the Board otherwise considers necessary, and so that the Board may impose any limits or restrictions and make any arrangements which it considers 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 authority to expire at the end of next year's AGM (or, if earlier, at the close of business on 16 August 2024) but, in each case, prior to its expiry the Company may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority expires and the Board may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not expired.

1 ESSENTRA PLC NOTICE OF ANNUAL GENERAL MEETING 2023

15. General power to disapply pre- emption rights (special resolution)

That if Resolution 14 is passed, the Board be authorised to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be limited:

1. to the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (b) of Resolution 14, 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 required by the rights of those securities, or, as the Board otherwise considers necessary, and so that the Board may impose any limits or restrictions and make any arrangements which it considers 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
2. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount of £7,519,770,

such authority to expire at the end of next year's AGM (or, if earlier, at the close of business on 16 August 2024) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

16.Specific power to disapply pre- emption rights in connection with an acquisition or specified capital investment (special resolution)

That if Resolution 14 is passed, the Board be authorised, in addition to any power granted under Resolution 15, to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be:

1. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £7,519,770; and
2. used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Board of the Company determines to be either an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date
   of this Notice,

such authority to expire at the end of next year's AGM (or, if earlier, at the close of business on 16 August 2024) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

17. Purchase of own shares (special resolution)

That the Company be authorised for the purposes of section 701 of the Companies Act 2006 to make one or more market purchases (as defined in section 693(4) of the Companies Act 2006) of its ordinary shares of 25p each ("ordinary shares"), such power to be limited:

1. to a maximum number of 30,079,081 ordinary shares; and
2. by the condition that the minimum price which may be paid for an ordinary share is the nominal amount of that share and the maximum price which may be paid for an ordinary share is the highest of: (i) an amount equal to 5% above the average market value of an ordinary share for the five business days immediately preceding the day on which that ordinary share is contracted to be purchased; and (ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out, in each case, exclusive of expenses,

such authority to expire at the end of next year's AGM (or, if earlier, at the close of business on 16 August 2024) but in each case, prior to its expiry, the Company may enter into a contract to purchase ordinary shares which will or may be completed or executed wholly or partly after the power ends and the Company may purchase ordinary shares pursuant to any such contract as if the power had not ended.

18. Notice of general meetings (special resolution)

That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.

By order of the Board Emma Reid Company Secretary 17 April 2023

Registered Office:

Langford Locks

Kidlington

Oxford

OX5 1HX

Registered in England and Wales

No. 05444653

Inspection of documents

The following documents will be available for inspection at the Company's registered office at Langford Locks, Kidlington, Oxford, OX5 1HX between 08.30 and 17.00 on any weekday (Saturdays, Sundays and public holidays excluded) from the date of this Notice until the date of the AGM and at the AGM from 15 minutes before the AGM until it ends:

• Copies of the Executive Directors' service contracts
• Copies of letters of appointment of the Non-Executive Directors

NOTICE OF ANNUAL GENERAL MEETING

ESSENTRA PLC NOTICE OF ANNUAL GENERAL MEETING 2023 2

Notice of Annual General Meeting

Notes

1. Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. A shareholder 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. A proxy form which may be used to make such appointment and give proxy instructions accompanies this Notice. If you do not have a proxy form and believe that you should have one, or if you require additional forms, please contact Computershare Investor Services PLC on 0370 703 6394. 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).
2. To be valid, any proxy form or other instrument appointing a proxy must be received by post (during normal business hours only), by hand at Computershare Investor Services Plc, The Pavilions, Bridgwater Road, Bristol BS99 6ZY or, if you prefer, electronically via the internet at computershare.com or, if you are a CREST member, via CREST, in each case no later than Friday 12 May 2023 or not less than 48 hours before any adjourned meeting (excluding any part of a day that is not a working day).
3. The return of a completed proxy form, other such instrument or any CREST Proxy Instruction (as described in paragraph 11 below) will not prevent a shareholder attending the AGM and voting in person if they wish to do so. Details of how to arrange for an appointed proxy to attend the AGM are in the 'Essentra Shareholder Guide' on page 10.

1. To vote using the internet, go to eproxyappointment.com. You will be asked to enter the Shareholder Reference Number ("SRN"), Control number and PIN as printed on your form of proxy, and to agree to certain terms and conditions. For best results it is recommended that the last vendor-supported releases are used for internet browsers.
2. If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 13.00 on Friday 12 May 2023 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them, and they will govern the electronic appointment of your proxy.
3. Any person to whom this Notice is sent who is a person nominated under section 146 of the Companies Act
   2006 to enjoy information rights (a "Nominated Person") may, under an agreement between them and the shareholder by whom they were nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, they may, under any such agreement, have a right to give instructions to the shareholder as
   to the exercise of voting rights.
4. The statement of the rights
   of shareholders in relation to the appointment of proxies in paragraphs 1, 2 and 5 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders
   of the Company.

1. To be entitled to attend and vote at the AGM (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 by close of business on Friday 12 May 2023 (or, in the event of any adjournment, on the date which is 48 hours before the time of the adjourned meeting). Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the AGM.
2. Each of the Resolutions to be put to the meeting will be voted on by way of a poll and not by a show of hands. Shareholders are reminded of their right under section 360BA of the Companies Act 2006 to request, within thirty days of the AGM, information which enables them to determine that their vote on a poll at the general meeting was validly recorded and counted by the Company.
3. As at 4 April 2023 (being the last practicable business day prior to the publication of this Notice), the Company holds 1,799,900 shares as treasury shares within the meaning of section 724 of the Companies Act 2006, representing approximately 0.6% of the total ordinary share capital of the Company in issue (excluding treasury shares). The Company's issued share capital consists of 302,590,708 ordinary shares, carrying one vote each. Therefore, the total voting rights
   in the Company as at 4 April 2023 are 300,790,808.

3 ESSENTRA PLC NOTICE OF ANNUAL GENERAL MEETING 2023

1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so 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(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
2. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via euroclear.com/ CREST). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID 3RA50) by 13.00 Friday 12 May 2023 or 48 hours prior to any adjourned meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
3. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. 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 the

CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In connection with this, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

1. 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.
2. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares. Details of how to arrange for an appointed corporate representative to attend the AGM are in the 'Essentra Shareholder Guide' on page 10.
3. Under section 527 of the Companies Act 2006, 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: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.

1. Any member 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.
2. You may not use any electronic address provided either in this Notice or any related documents (including the Chair's letter and proxy form) to communicate with the Company for any purposes other than those expressly stated.
3. A copy of this Notice, and other information required by section 311A of the Companies Act 2006, can be found at www.essentraplc.com.

The notes on the following pages provide an explanation of the proposed resolutions set out in this Notice.

Resolutions 1 to 14 (inclusive) are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution.

Resolutions 15 to 18 (inclusive) are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

NOTES

ESSENTRA PLC NOTICE OF ANNUAL GENERAL MEETING 2023 4