Bodycote PLC — Proxy Solicitation & Information Statement 2023

Mar 29, 2023

Bodycote plc – Annual General Meeting

Annual General Meeting to be held on Wednesday, 31 May 2023 at Leonardo Royal Hotel London St Paul's, 10 Godliman Street, London, EC4V 5AJ at 12 noon.

Name Surname
Address 1
Address 2
Address 3

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 26 May 2023

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.

Form of Proxy
Bodycote plc – Annual General Meeting

I/We, the undersigned, being a Member(s) of BODYCOTE plc, HEREBY
APPOINT THE CHAIRMAN OF THE MEETING or such other person as
detailed below (see note 1)

Voting ID

Name of proxy

Number of shares proxy appointed over

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 Leonardo Royal Hotel London St Paul's, 10 Godliman Street, London, EC4V 5AJ at 12 noon on 31 May 2023 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.
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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 Mr D. Dayan as a Director						13. Approve the Remuneration Report
4. Re-election of Mr S.C. Harris as a Director						Special Business:
5. Re-election of Mr I.B. Duncan as a Director						14. Authority to allot shares
6. Re-election of Mr P. Larmon as a Director						15. General disapplication of pre-emption rights
7. Re-election of Ms. L. Chahbazi as a Director						16. Disapplication of pre-emption rights for acquisitions or specified capital investments
8. Re-election of Mr K. Boyd as a Director						17. Authority to buy own shares
9. Election of Ms C. Gordon as a Director						18. Authority to amend the rules of the Bodycote Incentive Plan 2016
10. Election of Mr B. Fidler as a Director						19. Adopt new Articles of Association
						20. Notice period for general meeting
							You may submit your proxy

NOTES

• (1) Every holder has the right to appoint one 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) The Board recommends however that members should appoint only the "Chairman of the meeting" as their proxy, rather than appointing one or more named persons who may not be able to attend.
• (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 communications 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 working 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.

Institutional investors may also be able to appoint a proxy electronically via the Proxymity platform – please go to www.proxymity.io

• (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 26 May 2023.
• (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