Devro : Special resolutions passed at a General Meeting, 3 March 2023

Company number SC129785

Special Resolutions of Devro plc (the "Company") passed on 3 March 2023

At a General Meeting of the Company duly convened and held at The Westerwood Hotel, St Andrews Drive, Cumbernauld, G68 0EW on Friday, 3 March 2023 at 11am, the following resolutions were duly passed as special resolutions.

RESOLUTION 1

THAT:

1. for the purpose of giving effect to the scheme of arrangement dated 13 January 2023 (as may be amended or supplemented) (the "Scheme") between the Company and the holders of the Scheme Shares (as defined in the said Scheme), a print of which has been produced to this meeting and for the purposes of identification signed by the chair of this meeting, in its original form or subject to such modification, addition or condition agreed between the Company and SARIA Nederland B.V. ("Bidco") and approved or imposed by the Court, the directors of the Company (or a duly authorised committee thereof) be authorised to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect; and
2. with effect from the passing of this resolution, the articles of association of the Company be amended by the adoption and inclusion of the following new Article 136:
   "136. Scheme of Arrangement
3. 1. In this Article, references to the "Scheme" are to the scheme of arrangement dated
      13 January 2023 between the Company and the holders of Scheme Shares under Part
      26 of the Companies Act 2006 in its original form or with or subject to any modification, addition or condition agreed by the Company and SARIA Nederland B.V. ("Bidco"), which expression includes any other name which Bidco may adopt from time to time and which the Court may approve or impose and (save as defined in this Article) expressions defined in the Scheme shall have the same meanings in this Article.
   2. Notwithstanding any other provision of these articles or the terms of any resolution whether ordinary or special passed by the Company in general meeting, if the Company issues any ordinary shares or transfers any ordinary shares out of treasury (other than to Bidco, any subsidiary of Bidco or its nominee(s) (each a "Bidco Company")) on or after the adoption of this article and prior to the Scheme Record Time (as defined in the Scheme), such shares shall be issued, transferred or registered subject to the terms of the Scheme (and shall be Scheme Shares for the purposes thereof) and the original or any subsequent holder or holders of such ordinary shares shall be bound by the Scheme accordingly.
   3. Notwithstanding any other provision of these articles, if any ordinary shares in the Company are issued, transferred out of treasury or transferred to any person other than under the Scheme or to a Bidco Company (a "New Member") after the Scheme Record Time (each a "Post-Scheme Share") they will, provided that the Scheme has become effective, be immediately issued or transferred to Bidco (or such persons as Bidco may

direct) (the "Purchaser"), who shall be obliged to acquire such Post-Scheme Shares in consideration of and conditional upon payment in cash to the New Member of the same Cash Consideration per Post-Scheme Share as would have been payable to a holder of the Scheme Shares under the Scheme.

1. Any New Member may, prior to the issue or transfer of any Post-Scheme Shares to them under the Devro Share Plan, give not less than five Business Days' written notice to the Company in such manner as the board shall prescribe of their intention to transfer some or all of such Post-Scheme Shares to their spouse or civil partner and may, if such notice has been validly given, on such Post-Scheme Shares being issued to them immediately transfer to their spouse or civil partner any such Post-Scheme Shares, provided that such Post-Scheme Shares will then be immediately transferred from that spouse or civil partner to the Purchaser pursuant to Article 136(C) above as if the spouse or civil partner were the relevant New Member.
2. On any reorganisation of, or material alteration to, the share capital of the Company (including, without limitation, any subdivision and/or consolidation) carried out after the Effective Date, the value of the consideration per Post-Scheme Share to be paid under Article 136 (B) or Article 136 (C) shall be adjusted by the Company in such manner as the auditors of the Company may determine to be appropriate to reflect such reorganisation or alteration. References in this Article to such shares shall, following such adjustment, be construed accordingly.
3. To give effect to any transfer required by this Article, the Company may appoint any person as attorney and/or agent for the New Member to execute and deliver as transferor a form of transfer or other instrument or instruction of transfer on behalf of the New Member (or any subsequent holder or any nominee of such New Member or any such subsequent holder) in favour of the Purchaser and do all such other things and execute and deliver all such documents and deeds as may in the opinion of the attorney and/or agent be necessary or desirable to vest the Post-Scheme Shares in the Purchaser and pending such vesting to exercise all such rights to the Post-Scheme Shares as the Purchaser may direct. If an attorney and/or agent is so appointed, the New Member shall not thereafter (except to the extent that the attorney and/or agent fails to act in accordance with the directions of the Purchaser) be entitled to exercise any rights attaching to the Post-Scheme Shares unless so agreed in writing by the Purchaser. The Company may give good receipt for the consideration of the Post-Scheme Shares and may register the Purchaser as holder thereof and issue to it certificates for the same. The Company shall not be obliged to issue a certificate to the New Member for any Post-Scheme Shares. The Purchaser shall send a cheque drawn on a UK clearing bank in favour of the New Member (or any subsequent holder), or by any alternative method communicated by the Purchaser to the New Member, for the consideration of such Transfer Shares within 14 days after the time on which the Post-Scheme Shares are issued or transferred to the New Member.
4. Notwithstanding any other provision of these articles, both the Company and the directors may refuse to register the transfer of any ordinary shares effected between the Scheme Record Time and the Effective Date other than to the Purchaser pursuant to the Scheme.

1. If the Scheme shall not have become Effective by the date referred to in clause 6.2 of the Scheme, this Article 136 shall cease to be of any effect.".

RESOLUTION 2

THAT, subject to and conditional only on the Scheme becoming Effective:

1. pursuant to section 97(1)(a) of the Companies Act 2006 (the "Companies Act"), the Company be re-registered as a private limited company;
2. pursuant to section 97(3)(a) of the Companies Act, the name of the Company be changed to "Devro Limited";
3. the articles of association contained in the printed document produced to the meeting (and for the purposes of identification signed by the Chair of the meeting) be approved and adopted as the articles of association of the Company in substitution for and to the exclusion of the articles of association in existence at the time immediately preceding the Scheme becoming Effective; and
4. the directors of the Company be authorised to take all such steps as may be necessary or expedient to effect the re-registration of the Company as a private limited company.

Andrew Money

Company Secretary

3 March 2023