Dr Martens : FY23 Notice of Meeting

NOTICE OF ANNUAL GENERAL MEETING 2023

To be held at Holiday Inn London-Camden Lock, 30 Jamestown Road, Camden, NW1 7BY

on Thursday 13 July 2023 at 9.30am (BST)

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant, or other independent professional adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if you reside elsewhere, another appropriately authorised financial adviser.

If you have sold or otherwise transferred all your shares in Dr. Martens plc, please forward this document and accompanying documents (except any personalised form of proxy, if applicable) to the purchaser or transferee, or to the stockbroker or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

Morgan Stanley & Co. International plc ('Morgan Stanley') who is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively as financial adviser for Dr. Martens plc and for no one else in connection with the Buyback Authority and Rule 9 Waiver Resolution described in this document and accordingly Morgan Stanley, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will it be responsible to any person other than Dr. Martens plc for providing the protections afforded to clients of Morgan Stanley nor for providing advice in relation to such proposals, the contents

of this document or any matter referred to herein.

CONTENTS

Notice of Annual General Meeting 2023	4
Explanatory notes to the resolutions	6
Important notes	9
Annex 1 - map and directions	11
Annex 2 - Directors biographies	12

Annex 3 - Approval of Waiver of Obligations under Rule 9 of the City Code on Takeovers

and Mergers	15
Annex 4 - additional information	17
Annex 5 - definitions	22

drmartensplc.com

Dr. Martens plc

drmartensofficial

Notice of Annual General Meeting 2023

DEAR SHAREHOLDER ,

I have the pleasure of writing to you with details of Dr. Martens plc's Annual General Meeting ('AGM'), which will be held on Thursday 13 July 2023 at Holiday Inn London-Camden Lock, 30 Jamestown Road, Camden, London, NW1 7BY. The meeting will commence at 9.30am (BST).

The formal Notice of Meeting (the 'Notice') follows this letter and sets out details of each of the resolutions to be proposed for shareholder approval, together with detailed explanatory notes relating to each individual resolution. Additional useful notes for shareholders wishing to issue proxy voting instructions can be found on pages 9 and 10 of this Notice.

Meeting attendance

We would appreciate it if shareholders planning to attend the meeting notify us in advance by email to: [e-mail] by 11 July 2023. This will enable us to make the necessary arrangements to comfortably accommodate shareholders at our venue.

How to vote

Your votes are important to us. You can cast your votes in advance of the meeting in the following ways:

• online by logging on to our Registrar Equiniti's website, sharevote.co.uk;
• via the electronic proxy appointment service offered by Euroclear UK & Ireland Limited for members of CREST; or
• by completing and returning a paper proxy form.

Details of how to submit your proxy vote by post, online or through CREST are set out on pages 9 and 10 of this Notice.

We recommend that shareholders intending to vote by proxy nominate the Chair of the meeting as their proxy. Doing so will ensure that your shares are voted on your behalf at the meeting and in accordance with your voting instructions.

All of the resolutions at the AGM will be taken on a poll vote. The results of the AGM will be notified to the London Stock Exchange and posted on our website, www.drmartensplc.com, as soon as possible after the AGM, along with details of the business conducted at the AGM.

Election and re-election of Directors

All Directors will stand for election or re-election at the AGM, in line with the provisions of the UK Corporate Governance Code. Full biographies of each Director standing for election or re-election can be found in Annex 2 on pages 12 to 14 of this Notice and on our website, www.drmartensplc.com. The Board considers that each Director is fully effective and committed to his or her role and is pleased to recommend their election or re-election at the AGM.

Final dividend

The Board operates a progressive dividend policy that reflects the long-term earnings and cash flow potential of the Group, taking into account the Group's financial performance, market conditions and need for financial flexibility. Its policy takes into consideration the characteristics of our business, our expectations for future cash flows and our plans for organic investment in innovation and productivity.

In line with this policy, the Board is recommending, under Resolution 3, a final dividend for the year ended 31 March 2023 of 4.28 pence per share, which, subject to approval by shareholders, will become due and payable on 18 July 2023 to shareholders named on the Register of Members at the close of business on 9 June 2023.

Buyback Authority and Rule 9 Waiver

The Board continually assesses the Company's approach to capital allocation to ensure that value for Shareholders is maximised. In this context, the Board considers that it is advantageous for the Company to have the flexibility to make market purchases of its own Shares in the coming year if it is in the best interests of the Company and its shareholders to do so. On 1 June 2023, the Company announced its intention to launch a share buyback programme to repurchase Shares with an aggregate value of up to

The City Code (which applies to the Company) provides that when any person, together with persons acting in concert with that person, is interested in shares which in the aggregate carry not less than 30 per cent. of the voting rights of such a company but does not hold shares carrying more than 50 per cent. of the voting rights of the company, an offer will normally be required if such person, or any person acting in concert with that person, acquires an interest in any other shares which increases the percentage of shares carrying voting rights in which that person is interested.

Under Rule 37.1 of the City Code, when a company redeems or purchases its own voting shares, any resulting increase in the percentage of shares carrying voting rights in which a shareholder and any persons acting in concert with them are interested will normally be treated as an acquisition for the purpose of Rule 9 of the City Code.

The Company's largest shareholder, IngreLux S.àr.l. (wholly owned by funds advised by Permira) (the 'Principal Shareholder'), holds as of the Latest Practicable Date an interest in approximately 36.96 per cent. of the issued share capital of the Company. Therefore, if the Buyback Authority is approved and repurchases are made by the Company, the Principal Shareholder would be in a position where, were it not to participate in any such repurchases pro rata to its existing shareholding, its percentage shareholding would increase beyond its current level, thereby triggering a requirement to make an offer for the balance of Shares not held by it, in accordance with Rule 9 of the City Code.

The Panel has agreed to waive the obligation to make an offer in such context (the 'Waiver'), subject to the approval of the Independent Shareholders. Accordingly, Independent Shareholders of the Company are also being asked to vote on Resolution 20 (the 'Rule 9 Waiver Resolution') to approve a waiver of the obligation for the Principal Shareholder to make an offer following exercise of the Buyback Authority. The Rule 9 Waiver Resolution will be taken on a poll of Independent Shareholders.

Recommendation

The Board believes that all the resolutions to be proposed at the AGM are in the best interests of the Company and its shareholders as a whole and are therefore likely to promote the success of the Company, save that Tara Alhadeff makes no recommendation in relation to the Rule 9 Waiver Resolution. The Board, with the foregoing exception, recommends that you vote in favour of each of the resolutions being proposed at the AGM, as the Directors intend to do in respect of their own beneficial shareholdings (other than in respect of those matters in which they are interested).

The Independent Directors, who have been so advised by Morgan Stanley, believe that the Rule 9 Waiver Resolution is fair and reasonable and in the best interests of the Independent Shareholders and the Company as a whole. In providing advice to the Independent Directors, Morgan Stanley has taken into account the Independent Directors' commercial assessments.

Accordingly, the Independent Directors recommend that Independent Shareholders vote in favour of the Rule 9 Waiver Resolution as they intend to do in respect of their own shareholdings of 25,606,126 Shares, representing as at the Latest Practicable Date approximately

2.56 per cent. of the issued share capital of the Company.

How to ask questions

We encourage shareholders who wish to do so to submit any questions for the Board that relate to the resolutions being proposed at the AGM by email to company. [e-mail] by 11 July 2023. This will enable the Board to answer as many shareholder questions as possible. We will publish a list of answers to any questions received that relate to the business of the AGM at www.drmartensplc.com shortly after the meeting.

Thank you for your continued support.

Yours faithfully,

£50 million, subject to the necessary shareholder approvals being granted at the AGM. Accordingly, the Directors are seeking approval of a market-standard authority to buy back Shares, as set out in Resolution 19 of the Notice of AGM (the ''Buyback Authority').

Further information on the Rule 9 Waiver	EMILY REICHWALD
Resolution is set out in Annexes 3 and 4	COMPANY SECRETARY
on pages 15 to 21 of this document.

DR. MARTENS PLCNOTICE OF ANNUAL GENERAL MEETING 2023

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Notice of Annual General Meeting 2023 continued

DR. MARTENS PLC

Company number: 12960219

Notice of Meeting 13 July 2023 Notice is hereby given that the Annual General Meeting of Dr. Martens plc (the 'Company') will be held at Holiday Inn London-CamdenLock, 30 Jamestown Road, Camden, London, United Kingdom, NW1 7BY on Thursday 13 July 2023 at 9.30am (the 'AGM') for the purposes set out below.

You will be asked to consider and, if thought fit, pass the following resolutions. Resolutions 1 to 16 (inclusive) and 20 will be proposed as ordinary resolutions, and Resolutions 17 to 19 (inclusive) and 21 will be proposed as special resolutions. IngreLux S.àr.l. is considered to be interested in the outcome of Resolution 20 and will not vote on this Resolution in accordance with the provisions of the City Code on Takeovers and Mergers.

1. Reports and Accounts

To receive the Strategic Report, Directors' Report, and the audited accounts for the financial year ended 31 March 2023, together with the report of the auditor.

2. Directors' Remuneration report

To receive and to approve the Directors' Remuneration report for the year ended 31 March 2023, as set out on pages 136 to 150 of the Annual Report, on an advisory basis.

3. Final dividend

To declare a final dividend of 4.28p per share for the year ended 31 March 2023, as recommended by the Directors.

4-12. Election and re-election of Directors

To elect and re-elect the following Directors who are seeking election or annual re-election in accordance with the UK Corporate Governance Code:

1. Andrew Harrison
2. Paul Mason
3. Kenny Wilson
4. Jon Mortimore
5. Ian Rogers
6. Ije Nwokorie
7. Lynne Weedall
8. Robyn Perriss 12.Tara Alhadeff

To view our full Board biographies, see Annex 2 on pages 12 to 14 of this Notice and at www.drmartensplc.com

13. Re-appointment of auditors

To resolve that PricewaterhouseCoopers LLP be, and is hereby, re-appointed as auditor of the Company to hold office from the conclusion of this meeting until

the conclusion of the next general meeting at which accounts are laid before the Company.

14. Auditor's remuneration

To resolve that the Audit and Risk Committee be authorised to determine the remuneration of the auditor on behalf of the Board.

15. Political donations

To resolve that, in accordance with sections 366 and 367 of the Companies Act 2006, the Company and any company which, at any time during the period for which this Resolution has effect, is or becomes a subsidiary of the Company, be and are hereby authorised to:

1. make political donations to political parties and/or independent election candidates, not exceeding £100,000 in total;
2. make political donations to political organisations, other than political parties, not exceeding £100,000 in total; and
3. incur political expenditure not exceeding £100,000 in total,

provided that the aggregate amount of any such donations and expenditure under paragraphs (A), (B) and (C) shall not exceed £100,000, during the period beginning with the date of the passing of this Resolution and ending at the conclusion of the Company's AGM to be held in 2024 or until 1 October 2024, whichever is sooner.

For the purpose of this Resolution the terms 'political donations', 'political parties', 'independent election candidates', 'political organisations' and 'political expenditure' have the meanings set out in sections 363 to 365 of the Companies Act 2006.

16. Directors' authority to allot shares

To resolve that the Directors be and are hereby authorised generally and unconditionally pursuant to section 551 of the Companies Act 2006 to exercise all the powers of the Company 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 an aggregate nominal amount of £3,336,114.57 (such amount to be reduced by any allotments or grants made 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 an aggregate nominal amount of

£6,672,229.14 (such amount to be reduced by any allotments made under paragraph (A) above) in connection with a pre-emptive offer,

such authorities to expire at the conclusion of the AGM of the Company to be held in 2024 or on 1 October 2024, whichever is sooner, unless previously revoked or varied by the Company, and such authority shall extend to the making before such expiry of an offer or an agreement that would or might require relevant securities to be allotted after such expiry, and the Directors may allot relevant securities in pursuance of that offer or agreement as if the authority conferred hereby had not expired.

For the purposes of this Resolution:

1. 'pre-emptiveoffer' means an offer of equity securities open for acceptance for a period fixed by the Directors to (a) holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings; and (b) other persons so entitled by virtue of the rights attaching to any other equity securities held by them, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory; and

1. the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.

17. General disapplication of pre-emption rights

To resolve as a special resolution that, subject to the passing of Resolution 16, the Directors be authorised to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by Resolution 16 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, provided that such authority be limited to:

1. allotments in connection with a pre-emptive offer; and

4	DR. MARTENS PLCNOTICE OF ANNUAL GENERAL MEETING 2023

1. otherwise than in connection with a pre-emptive offer, allotments up to an aggregate nominal amount of £1,000,834.57; and
2. otherwise than under paragraphs (A) and (B) above, allotments up to an aggregate nominal amount equal to 20% of any allotment made from time to time under paragraph (B) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of 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 conclusion of the AGM of the Company to be held in 2024 or on 1 October 2024, whichever is sooner (unless previously renewed, revoked or varied by the Company in general meeting), provided that in each case the Company may before that date 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 ends and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

For the purposes of this Resolution:

1. 'pre-emptiveoffer' has the same meaning as in Resolution 16;

1. references to an allotment of equity securities shall include a sale of treasury shares; and

1. the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.

18. Additional disapplication of pre-emption rights for acquisitions and other capital investments

To resolve as a special resolution that, subject to the passing of Resolution 16, the Directors be authorised in addition to any authority granted under Resolution 17 to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by Resolution 16 above 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, provided that such authority be limited to:

1. allotments up to an aggregate nominal amount of £1,000,834.57, such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within twelve months after the original transaction) a transaction which the Directors of the Company determine to be 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; and
2. otherwise than under paragraph (A) above, allotments up to an aggregate nominal amount equal to 20% of any allotment made from time to time under paragraph (A) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice of Meeting,

such authority to expire at the conclusion of the AGM of the Company to be held

in 2024 or on 1 October 2024, whichever is sooner (unless previously renewed, revoked or varied by the Company in general meeting), provided that in each case the Company may before that date 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 ends and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

For the purposes of this Resolution, references to an allotment of equity securities shall include a sale of treasury shares.

19. Company's authority to purchase its own shares

To resolve as a special resolution that subject to the passing of Resolution 20, the Company is 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 £0.01 each ('ordinary shares'), such authority to be limited:

1. to a maximum number of 100,083,437 ordinary shares; and
2. by the condition that the minimum price which may be paid for an ordinary share is £0.01 and the maximum price which may be paid for an ordinary share is the higher of:

1. an amount equal to 105% of 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
2. an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venues where the purchase is carried out,

in each case, exclusive of expenses, such authority to expire at the end of the AGM of the Company to be held in 2024 or until 1 October 2024, whichever is sooner, provided in each case so that the Company may before that date enter into a contract to purchase ordinary shares which will or may be completed or executed wholly or partly after the authority ends and the Company may purchase ordinary shares pursuant to any such contract as if the authority had not ended.

20.Approval of waiver of Rule 9 Offer obligation

That the waiver granted by the Panel on Takeovers and Mergers of any obligation which might otherwise fall on the Principal Shareholder to make an offer to the shareholders of the Company pursuant to Rule 9 of the City Code on Takeovers and Mergers following any increase in its shareholding from approximately 36.96 per cent. to a maximum of 41.07 per cent. of the Company's share capital as a result of market purchases of Shares by the Company pursuant to the authority granted under Resolution 19, be and is hereby approved.

21. Calling of General Meetings on 14 days' notice

To resolve as a special resolution that a general meeting other than an Annual General Meeting may be called on no fewer than 14 clear days' notice.

By order of the Board

EMILY REICHWALD

GENERAL COUNSEL

AND COMPANY SECRETARY

London, 1 June 2023

Registered office 28 Jamestown Road, Camden, London, United Kingdom, NW1 7BY

Registered in England and Wales No. 12960219

DR. MARTENS PLCNOTICE OF ANNUAL GENERAL MEETING 2023

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