Bodycote PLC — Proxy Solicitation & Information Statement 2015

Mar 16, 2015

7.3.14

Attendance Card

Bodycote plc – Annual General Meeting

Bodycote

Annual General Meeting to be held on Thursday 23 April 2015 at Springwood Court, Springwood Close, Tytherington Business Park, Macclesfield, Cheshire SK10 2XF at 12:00pm.

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.

SAMPLE

| Notice of Availability – Notice of AGM and Annual Report 2014 |
| --- |
| Important – please read carefully.
You can now access the 2014 Annual Report and Notice of AGM by visiting this website: www.bodycote.com
If you wish to receive a paper copy of the Annual Report and/or the Notice of AGM, please contact Capita Asset Services, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Telephone 0871 664 0300 (calls cost 10 pence per minute plus network extras, lines are open 8.30am to 5.30pm Monday to Friday) or on +44 (0) 208 639 3399 (if calling from outside the UK).
Please note the deadline for receiving proxies is 12.00pm on 21 April 2015. |

Signature of person attending meeting

Bar Code

Investor Code

Form of proxy

Bodycote plc - Annual General Meeting

Bar Code

Investor Code

Form of proxy

Bodycote plc - Annual General Meeting

IWe the undersigned, being a Member(s) of BODYCOTE plc,
HEREBY APPOINT THE CHAIRMAN OF THE MEETING or (see note 1)

Name of proxy

Number of shares proxy appointed over

Bar Code

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 12.00pm on 23 April 2015 and at every adjournment thereof and in respect of any 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 'X' to indicate how you wish to vote	FOR	AGAINST	DISCRETIONARY	VOTE WITHHELD
Ordinary Business:
1. Receive the Annual Report and Financial Statements	☑	☑	☑	☑	☑
2. Declaration of Dividend	☑	☑	☑	☑	☑
3. Declaration of Special Dividend	☑	☑	☑	☑	☑
4. Re-election of Mr A.M. Thomson as a Director	☑	☑	☑	☑	☑
5. Re-election of Mr S.C. Harris as a Director	☑	☑	☑	☑	☑
6. Re-election of Ms E. Lindqvist as a Director	☑	☑	☑	☑	☑
7. Re-election of Mr D.F. Landless as a Director	☑	☑	☑	☑	☑
8. Re-election of Dr K. Rajagopal as a Director	☑	☑	☑	☑	☑
9. Election of Mr I.B. Duncan as a Director	☑	☑	☑	☑	☑
Resolutions	Please mark 'X' to indicate how you wish to vote	FOR	AGAINST	DISCRETIONARY	VOTE WITHHELD
---	---	---	---	---	---
10. Reappointment of Auditor	☑	☑	☑	☑	☑
11. Authorise Directors to fix Auditor's Remuneration	☑	☑	☑	☑	☑
12. Approve the Remuneration Report	☑	☑	☑	☑	☑
Special Business:
13. Authority to allot shares	☑	☑	☑	☑	☑
14. Disapplication of pre-emption rights	☑	☑	☑	☑	☑
15. Authority to buy own shares	☑	☑	☑	☑	☑
16. Notice period for general meeting	☑	☑	☑	☑	☑

Signature

Date

You may submit your proxy electronically at

www.capitashareportal.com

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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 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.

(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 6:00pm on 21 April 2015 or the day which is two days before 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.

(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 (see over) must arrive at Capita Asset Services, 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 12.00pm on 21 April 2015.

(10) If you prefer you may return the proxy form to the Registrar in an envelope addressed to FREEPOST CAPITA PXS. Please note the delivery using this service can take up to five business days.

Business Reply
Licence Number
RLUB-TBUX-EGUC

PXS 1
34 Beckenham Road
Beckenham
BR3 4ZF

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