Chemring Group PLC — Proxy Solicitation & Information Statement 2019

Feb 18, 2019

Chemring Group

Attendance Card

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

The Chairman of Chemring Group PLC invites you to attend the Annual General Meeting of the Company to be held at the offices of Freshfields Bruckhaus Deringer LLP, 65 Fleet Street, London, EC4Y 1HS on 21 March 2019 at 11.00 am.

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 21 March 2019

Cast your Proxy online...It'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.

Control Number: 915513

SRN:

PIN:

View the Annual Report online: www.chemring.co.uk

Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding online!

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 19 March 2019 at 11.00 am.

Explanatory 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 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).
2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 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.

3. The 'Vote Withheld' option overleaf 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 the votes 'For' and 'Against' a resolution.

4. 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 close of business on the day which is two business 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.

5. 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 two business days 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.
6. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 889 3289 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
7. Any alterations made to this form should be initialled.
8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

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

SG148

154299_163953_RUN_ONS/000001/000001/SG148/II

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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 Annual General Meeting of Chemring Group PLC to be held at the offices of Freshfields Bruckhaus Deringer LLP, 65 Fleet Street, London, EC4Y 1HS on 21 March 2019 at 11.00 am, and at any adjourned meeting.

• For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

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

Ordinary Resolutions	For	Against	Vote Withheld
1. To receive and adopt the Company's annual accounts for the year ended 31 October 2018, together with the directors' report, the strategic report and the auditor's report on those accounts.	☐	☐	☐
2. To approve the directors' remuneration policy, as set out in the directors' remuneration report contained within the Company's annual report and accounts for the year ended 31 October 2018, to become binding immediately after the AGM on 21 March 2019.	☐	☐	☐
3. To receive and approve the directors' remuneration report (other than the part containing the directors' remuneration policy referred to in resolution 2 above) contained within the Company's annual report and accounts for the year ended 31 October 2018.	☐	☐	☐
4. To approve a final dividend of 2.2p per ordinary share for the year ended 31 October 2018.	☐	☐	☐
5. To re-elect Mr Carl-Peter Forster as a director.	☐	☐	☐
6. To re-elect Mr Andrew Davies as a director.	☐	☐	☐
7. To re-elect Mrs Sarah Ellard as a director.	☐	☐	☐
8. To re-elect Mr Andrew Lewis as a director.	☐	☐	☐
9. To re-elect Mr Nigel Young as a director.	☐	☐	☐

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

For	Against	Vote Withheld
10. To elect Mr Michael Ord as a director.	☐	☐
11. To elect Mr Stephen King as a director.	☐	☐
12. To appoint KPMG LLP as the Company's auditor.	☐	☐
13. To authorise the directors to agree the remuneration of the auditor.	☐	☐
14. To authorise the directors to allot relevant securities under section 551 of the Companies Act 2006.	☐	☐
Special Resolutions
15. To authorise the directors to allot shares for cash without making a pre-emptive offer to shareholders.	☐	☐
16. To authorise the directors to allot additional shares for cash without making a pre-emptive offer to shareholders for the purposes of financing a transaction.	☐	☐
17. To authorise the Company to make market purchases of its ordinary shares under section 701 of the Companies Act 2006.	☐	☐
18. To authorise the Company to hold general meetings on fourteen clear days' notice.	☐	☐

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) or in any other manner authorised by its constitution.

H1042
13
CMG