Melrose Industries PLC

Proxy Solicitation & Information Statement • Dec 29, 2020

General Meetingwill be held at Leconfield House, Curzon Street,London W1J 5JA on Thursday 21 January 2021 at 10.00 am (GMT)

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FORM OF PROXY	MELROSE INDUSTRIES PLC	4730-029-S
Voting ID	Task ID	Shareholder Reference Number

Notice of Availability

Please note that the Circular to Shareholders accompanying the Notice of General Meeting is now available to view on the Melrose Industries PLC website at www.melroseplc.net.

To vote, please complete, detach and return this Proxy Form. Alternatively, you can submit your vote online at www.sharevote.co.uk (see Notes opposite) using the above numbers.

I/We, the undersigned, being a shareholder of Melrose Industries PLC, hereby appoint the Chairman of the meeting or

as my/our proxy to vote for me/us at the General Meeting of the Company on 21 January 2021 at Leconfield House, Curzon Street, London W1J 5JA at 10.00 am and at any adjournment thereof. Your proxy is also authorised to vote or abstain from voting on any other business which may properly come before the General Meeting.

Please tick here if this proxy appointment is one of multiple appointments being made (NOTE 3)

Please indicate your vote by marking the appropriate boxes in black ink X

Ordinary Resolutions For Against Withheld

• 1. To approve the 2020 Melrose employee share plan (the "Plan"), the principal terms of which are summarised in Part II of the Circular to Shareholders accompanying the Notice of General Meeting and the rules of which will be produced at the meeting and for the purposes of identification initialled by the Chairman and to authorise the Board to do all such acts and things necessary or desirable to establish and implement the Plan, and to establish such further plans based on the Plan or schedules to the Plan as the Board considers necessary or desirable but which have been modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any ordinary shares in the Company made available under such further plans or schedules are treated as counting against any limits on individual or overall participation in the Plan.
• 1. To approve amendments to the 2020 Directors' Remuneration Policy, set out on pages 103 to 111 (inclusive) of the Company's 2019 Annual Report, such that the sections relating to the Plan in column 1 of the table set out in Part III of the Circular to Shareholders accompanying the Notice of General Meeting shall be replaced by the sections set out in column 2 of the table set out in Part III of the Circular to Shareholders accompanying the Notice of General Meeting, other than where column 2 states "No amendment proposed".

Signature Date
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• • This card should not be used for any comments, change of address, or other queries. Please send separate instructions.

Toppan Merrill, London 20-33958-2

(NOTE 6)

B R L T u i A c s R- e in n G c e CA e s s A B S U N L E - u A q R N p s Y m e 9 N e p u U b p 9 n e C i e L ly n c c I B r 8 N e t i G G t r P Q H i lu o R o u s a s d e