Bodycote PLC

AGM Information • Apr 30, 2021

Bodycote plc – Annual General Meeting

Annual General Meeting to be held on Thursday, 27 May 2021 at Springwood Court, Springwood Close, Tytherington Business Park, Macclesfield SK10 2XF at 12 noon.

You may submit your proxy electronically using the Sharevote website at www.sharevote.co.uk, you will need your Voting ID, Task ID and Shareholder reference Number which can be found below.

Under the Stay at Home Measures public gatherings of more than two people are prohibited and, if these are still in place, shareholders will not be allowed to attend the meeting in person. Anyone seeking to attend the meeting will be refused entry. If the Stay at Home Measures are no longer in place, the Company may look at permitting shareholders to attend the meeting under relevant distancing rules or any other measures in place on the 27 May 2021. We will give as much notice as possible to shareholders via RNS announcement and on the Company's website if shareholders will be permitted to attend in person.

Notice of Availability – Notice of AGM

Important – please read carefully.

You can now access the Notice of AGM by visiting this website: www.bodycote.com

You can submit your proxy online at www.sharevote.co.uk

Please note the deadline for receiving proxies is 12 noon on 25 May 2021.

REPLACEMENT Form of Proxy Bodycote plc – Annual General Meeting

		Voting ID
detailed below (see note 1)	I/We, the undersigned, being a Member(s) of BODYCOTE plc, HEREBY APPOINT THE CHAIRMAN OF THE MEETING or such other person as	Task ID
		Shareholder Reference Number
Name of proxy
Number of shares

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 SK10 2XF at 12 noon on 27 May 2021 and at every adjournment thereof and in respect of any other business which may properly come before the meeting.

If you wish to appoint multiple proxies please see note 2 over.					 Please also tick here if you are appointing more than one proxy.
	Resolutions	Please mark '✗' to indicate how you wish to vote	FOR	AGAINST	DISCRETIONARY	VOTE WITHHELD	Resolutions	Please mark '✗' to indicate how you wish to vote	FOR	AGAINST	DISCRETIONARY	VOTE WITHHELD
	Ordinary Business:
1.	Receive the Annual Report and Financial Statements						11. Re-appointment of Auditors
	2. Declaration of Final Dividend							12. Authorise Audit Committee to fix Auditors' Remuneration
3. Re-election of Ms A.C. Quinn as a Director						13. Approve the Remuneration Report
4. Re-election of Mr S.C. Harris as a Director						Special Business:

1. Re-election of Ms E. Lindqvist as a Director

2. Re-election of Mr I.B. Duncan as a Director

3. Re-election of Mr D. Yates as a Director

proxy appointed over

1. Re-election of Mr P. Larmon as a Director

2. Re-election of Ms L. Chahbazi as a Director

3. Re-election of Mr K. Boyd as a Director

4. Authority to allot shares

of issued share capital

1. Authority to buy own shares 18. Notice period for general meeting

2. Disapplication of pre-emption rights in respect of 5%

3. Disapplication of pre-emption rights in respect of an additional 5% of issued share capital

NOTES

• (1) Under normal circumstances, 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. Additionally each holder may appoint more than one or more proxies provided that each proxy is appointed to exercise rights attached to different shares.
• (2) However, given the restrictions on attendance at the AGM at the date of posting of the notice of the AGM, shareholders and their representatives will not be permitted to attend the AGM in person. Given the current restrictions, we strongly recommend that you should appoint the Chairman of the meeting as your proxy for the shares you hold rather than a named person who will not be permitted to attend the meeting. If you appoint any person other than the Chairman of the meeting as your proxy, under the current Government restrictions, your vote will not be counted.
• (3) 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).
• (4) 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.

• (5) 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.

• (6) (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.

• (7) On receipt of this form duly signed, without any specific direction as to how you wish your 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.
• (8) 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 close of business on the day which is two days before the day of the meeting or the 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.
• (9) 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.sharevote.co.uk and follow the instructions.)
• (10) 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.
• (11) The Form of Proxy (see over) must arrive at Equiniti Limited, Aspect House, Spencer Road, Lancing BN99 6DA during usual business hours, accompanied by any power of attorney under which it is executed (if applicable), no later than 12 noon on 25 May 2020.
• (12) If you prefer you may return the proxy form to the Registrar in an envelope addressed to FREEPOST RTHJ-CLLL-KBKU, Equiniti Limited, Aspect House, Spencer Road, Lancing BN99 8LU.

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Freepost RTHJ-CLLL-KBKU Equiniti Aspect House Spencer Road LANCING BN99 8LU