National Storage Mechanism | Additional information

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION OTHER THAN THE UNITED KINGDOM WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

14 April 2023

Recommended Cash Acquisition

Devro plc ("Devro")

SARIA Nederland B.V. ("Bidco")

an indirect subsidiary undertaking of SARIA SE & CO. KG.

implemented by a Scheme of Arrangement
under Part 26 of the Companies Act 2006

De-listing and Cancellation of trading of Devro plc shares

On 25 November 2022, the boards of Devro and Bidco announced that they had agreed the terms of a recommended cash acquisition by Bidco of the entire issued and to be issued ordinary share capital of Devro (the "Acquisition"), to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act (the "Scheme").

On 16 February 2023, the boards of Devro and Bidco announced (the "Increased Offer Announcement") that they had agreed the terms of an increased and final recommended cash acquisition of the entire issued and to be issued ordinary share capital of Devro. The full terms of, and Conditions to, the Acquisition are set out in the scheme document relating to the Acquisition published by Devro on 13 January 2023 (the "Scheme Document"), as modified by the Increased Offer Announcement.

Further to the announcement made by Devro and Bidco this morning in relation to the Scheme becoming effective, Devro now confirms that, following an application by Devro, the Financial Conduct Authority has cancelled the listing of Devro Shares on the premium listing segment of the Official List and the London Stock Exchange has cancelled the trading of Devro Shares on the London Stock Exchange's main market for listed securities, in each case with effect from 8.00 a.m. today, 14 April 2023.

Capitalised terms in this announcement, unless otherwise defined, have the meaning given to them in the Scheme Document.

Enquiries:
Devro	Tel: +44 (0) 20 3727 1340
Rutger Helbing
Rohan Cummings
Lazard (Financial Adviser to Devro)	Tel: +44 (0) 20 7187 2000
Richard Shaw
Matt Knott
James Cliffe
Numis Securities (Corporate Broker to Devro)	Tel: +44 (0) 20 7260 1000
Stuart Dickson
Tom Jacob
Edmund van der Klugt
FTI Consulting (Communications Adviser to Devro)
Richard Mountain	Tel: +44 (0) 20 3727 1340
Ariadna D. Peretz	Tel: +44 (0) 7890 417 764
Clifford Chance LLP is acting as legal adviser to Devro, and Shepherd and Wedderburn is providing legal advice to Devro on matters of Scots law.

Further information

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, subscribe for, otherwise acquire, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. This announcement does not constitute a prospectus or a prospectus equivalent document.

The Acquisition is made solely pursuant to the terms of the Scheme Document, as modified by the Increased Offer Announcement, which, together with the Forms of Proxy, contains the full terms and Conditions of the Scheme.

This announcement has been prepared for the purpose of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of jurisdictions outside the United Kingdom.

The Acquisition is subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange and the Financial Conduct Authority ("FCA").

Important notices

Lazard, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to Devro and no one else in connection with the Acquisition and will not be responsible to anyone other than Devro for providing the protections afforded to clients of Lazard nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with this announcement, any statement contained herein or otherwise.

Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as Corporate Broker for Devro and no one else in connection with the Acquisition and will not be responsible to anyone other than Devro for providing the protections afforded to clients of Numis nor for providing advice in relation to the Acquisition or any other matter referred to in this announcement. Neither Numis nor any of its group undertakings or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Numis in connection with the possible offer or any matter referred to herein.

Overseas Shareholders

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.