Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation. Additional Holders:

The Chairman of Chemring Group PLC invites you to attend the General Meeting of the Company to be held at Freshfields Bruckhaus Deringer LLP, 65 Fleet Street, London EC4Y 1HS on 12 May 2014 at 9.00 a.m.

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - General Meeting to be held on 12 May 2014

Cast your Proxy onlineIt's fast, easy and secure! www.investorcentre.co.uk/eproxy You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions. View the Notice of Meeting and Circular online: www.chemring.co.uk Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding online!	Control Number: 912333 SRN: PIN:
To be effective, all proxy appointments must be lodged with the Company's Registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 10 May 2014 at 9.00 a.m. Explanatory Notes: 1. Full details of the resolution to be proposed at the General Meeting are set out in the circular to shareholders dated 24 April 2014. Before completing this proxy form please also read the section of the circular entitled "Notice of General Meeting" including the Notes. 2. Every holder of shares entitled to attend and vote at the General Meeting has the right to appoint one or more 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 reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes). 3. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0870 889 3289 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided 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. 4. If this proxy form is signed by someone else on your behalf, the power of attorney or other authority (or a copy of such authority certified notarially) under which it is signed	5. The 'Vote Withheld' option overleaf is provided to enable you to abstain on the 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 the votes 'For' and 'Against' the resolution. 6. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, 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 6.00 p.m. on the day which is two days before the day of the 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. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. 8. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0870 889 3289 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service. 9. Any alterations made to this form should be initialled. 10. The completion and return of this form will not preclude a member from attending the meeting and voting in person.
must be returned with the proxy form. Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.	All Named Holders

Cast your Proxy onlineIt's fast, easy and secure!
www.investorcentre.co.uk/eproxy
You will be asked to enter the Control Number, Shareholder Reference Number (SRN)
and PIN shown opposite and agree to certain terms and conditions.
View the Notice of Meeting and Circular online: www.chemring.co.uk
Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding online!

Control Number: 912333
SRN:
PIN:

To be effective, all proxy appointments must be lodged with the Company's Registrars at:
Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 10 May 2014 at 9.00 a.m.
Explanatory Notes:
1.
Full details of the resolution to be proposed at the General Meeting are set out in the
circular to shareholders dated 24 April 2014. Before completing this proxy form please
also read the section of the circular entitled "Notice of General Meeting" including
the Notes.
2. Every holder of shares entitled to attend and vote at the General Meeting has the right to
appoint one or more 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 reverse). If the proxy is
being appointed in relation to less than your full voting entitlement, please enter in the
box next to the proxy holder's name (see reverse) the number of shares in relation to
which they are authorised to act as your proxy. If returned without an indication as to how
the proxy shall vote on any particular matter, the proxy will exercise his discretion as to
whether, and if so how, he votes (or if this proxy form has been issued in respect of a
designated account for a shareholder, the proxy will exercise his discretion as to whether,
and if so how, he votes).
3. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting
the Registrar's helpline on 0870 889 3289 or you may photocopy this form. Please
indicate in the box next to the proxy holder's name (see reverse) the number of shares in
relation to which they are authorised to act as your proxy. Please also indicate by marking
the box provided 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.
4.
If this proxy form is signed by someone else on your behalf, the power of attorney or
other authority (or a copy of such authority certified notarially) under which it is signed

5.
The 'Vote Withheld' option overleaf is provided to enable you to abstain on the 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 the votes 'For' and 'Against' the resolution.
6. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, 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 6.00 p.m.
on the day which is two days before the day of the 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.
To appoint one or more proxies or to give an instruction to a proxy (whether previously
appointed or otherwise) via the CREST system, CREST messages must be received by
the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed
for holding the meeting. For this purpose, the time of receipt will be taken to be the time
(as determined by the timestamp generated by the CREST system) from which the issuer's
agent is able to retrieve the message. The Company may treat as invalid a proxy
appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
8.
The above is how your address appears on the Register of Members. If this information is
incorrect please ring the Registrar's helpline on 0870 889 3289 to request a change of
address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
9.
Any alterations made to this form should be initialled.
10. The completion and return of this form will not preclude a member from attending the
meeting and voting in person.

must be returned with the proxy form.
Kindly Note: This form is issued only to the addressee(s) and is specific to the unique
designated account printed hereon. This personalised form is not transferable between
different: (i) account holders; or (ii) uniquely designated accounts. The Company and
Computershare Investor Services PLC accept no liability for any instruction that does not
comply with these conditions.

All Named Holders

Poll Card To be completed only at the Meeting if a Poll is called.

a) the Disposal, as described in the circular to Chemring shareholders dated 24 April 2014, be and is hereby approved; and

b) the directors of the Company (the "Directors") (or any duly constituted committee thereof) be and are hereby authorised to take all necessary or appropriate steps and to do all necessary or appropriate things to implement, complete or to procure the implementation or completion of the Disposal and give effect thereto with such modifications, variations, revisions or amendments (not being modifications, variations, revisions or amendments of a material nature) as the Directors (or any duly authorised committee thereof) may deem necessary, expedient or appropriate in connection with the Disposal.

Signature

In the case of a corporation, a letter of representation will be required (in accordance with s.323 of the Companies Act 2006) unless this has already been lodged at registration.

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).

I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the General Meeting of Chemring Group PLC to be held at Freshfields Bruckhaus Deringer LLP, 65 Fleet Street, London EC4Y 1HS on 12 May 2014 at 9.00 a.m., and at any adjourned meeting.

* For the appointment of more than one proxy, please refer to Explanatory Note 3 (see front).

Please mark here to indicate that this proxy appointment is one of multiple appointments being made.

Please use a black pen. Mark with an X inside the box as shown in this example. 8

1. Ordinary Resolution For Against Withheld

a) the Disposal, as described in the circular to Chemring shareholders dated 24 April 2014, be and is hereby approved; and

Vote

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature	Date
	DD/MM/YY

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

AI Terminal

Chemring Group PLC

5264_agm-r_2014-04-25_8610e8e9-fe1b-4b6a-9848-4d5c9601026a.pdf