Bodycote PLC

Proxy Solicitation & Information Statement • Mar 25, 2011

NOTES

• (1) Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see over). If the proxy is being appointed in relation to less than your full voting entitlement, please enter the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
• (2) To appoint more than one proxy you may photocopy this form. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
• (3) The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communication from the Company in accordance with section 146 of the Companies Act 2006 ("nominated persons"). Nominated persons may have a right under an agreement with the registered shareholder who holds shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.

• (4) The "Vote Withheld" option is provided to enable you to abstain on any particular resolution. However, it should be noted that a "Vote Withheld" is not a vote in law and will not be counted in the calculation of the proportion of votes "For" and "Against" a resolution.

• (5) On receipt of this form duly signed, without any specific direction as to how you wish you votes to be cast, or with 'discretionary' selected you will be deemed to have authorised your proxy to vote, or abstain from voting, as they think fit.

• (6) Entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at 6pm on the day which is two days before the day of the meeting or adjourned meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
• (7) Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual. (Shareholders wishing to vote online should visit www.capitashareportal.com and follow the instructions.)
• (8) The completion and return of this form will not preclude a member from attending the meeting and voting in person. If you attend the meeting in person, your proxy vote will automatically be terminated.
• (9) The Form of Proxy over must arrive at Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU during usual business hours accompanied by any Power of attorney under which it is executed (if applicable) no later than 48 hours before the time set for the meeting.
• (10) If you prefer you may return the proxy form to the Registrar in an envelope addressed to FREEPOST RSBH–UXKS–LRBC, PXS, 34 Beckenham Road, Beckenham, BR3 4TU.

PLEASE DETACH ALONG DOTTED LINE

Attendance Card Bodycote plc - Annual General Meeting

Annual General Meeting to be held on Wednesday, 27 April 2011 at Springwood Court, Springwood Close, Tytherington Business Park, Macclesfield, Cheshire SK10 2XF at 12:00 noon.

If you wish to attend this meeting in your capacity as a holder of Ordinary Shares, please sign this card and on arrival hand it to the Company's representatives. This will facilitate entry to the meeting.

You may submit your proxy electronically using The Share Portal service at www.capitashareportal.com If not already registered for The Share Portal, you will need your Investor Code below.

Signature of person
attending meeting
Bar Code
Investor Code
PLEASE DETACH ALONG DOTTED LINE
Form of proxy Bodycote plc - Annual General	Meeting
		Bar Code
		Investor Code
I/We the undersigned, being a Member(s) of BODYCOTE PLC, HEREBY APPOINT THE CHAIRMAN OF THE MEETING or (see note 1)		Event Code
Name of proxy
Number of shares proxy appointed over
If you wish to appoint multiple proxies please see note 2 over. oPlease also tick here if you are appointing more than one proxy.		as my/our proxy to attend, speak and vote for me/us and on my/our behalf as indicated below at the Annual General Meeting of the company to be held at Springwood Court, Springwood Close, Tytherington Business Park, Macclesfield, Cheshire, SK10 2XF at 12:00 noon on 27 April 2011 and at every adjournment thereof and in respect of any business which may properly come before the meeting.
Resolutions
' ' Please mark to indicate	VOTE WITHHELD DISCRETIONARY AGAINST FOR		VOTE WITHHELD DISCRETIONARY AGAINST FOR
how you wish to vote
Ordinary Business:		8. Re-election of Mr J. A. Biles as a Director
1. Receive the Annual Report and		9. Re-election of Dr K. Rajagopal as a Director
Financial Statements		10. Reappointment of Auditors
2. Approve the Board Report on Remuneration 3. Declaration of Dividend		11. Authorise Directors to fix Auditor's Remuneration
4. Re-election of Mr A. M. Thomsom		Special Business:
as a Director 5. Re-election of Mr S. C. Harris as a Director		12. Authority to allot shares
6. Re-election of Mr J. Vogelsang as a Director		13. Dis-application of pre-emption rights 14. Authority to buy own shares

Date

Signature

proxy electronically at www.capitashareportal.com