Diploma PLC — AGM Information 2012

Jan 18, 2012

THE COMPANIES ACT 2006

PUBLIC LIMITED COMPANY

DIPLOMA PLC

At the Annual General Meeting of Diploma PLC duly convened and held on 18 January 2012, the following resolutions concerning items other than Ordinary Business, were passed. Resolution numbers 1 and 2 were passed as Ordinary Resolutions and Resolution numbers 3, 4 and 5 were passed as Special Resolutions.

ORDINARY RESOLUTIONS

• 1. THAT the Directors' Remuneration Report for the financial year ended 30 September 2011 as set out on pages 32 to 41 of the Annual Report be and is hereby received and approved.
• 1. THAT the Directors be and are hereby generally and unconditionally authorised for the purposes of Section 551 of the Companies Act 2006 (the "Act"), to exercise all the powers of the Company to allot shares and grant rights to subscribe for, or convert any security into, shares:
• (a) up to an aggregate nominal amount (within the meaning of Section 551(3) and (6) of the Act) of £1,887,326 (such amount to be reduced by the nominal amount allotted or granted under (b) below in excess of such sum); and
• (b) comprising equity securities (as defined in section 560 of the Act) up to an aggregate nominal amount (within the meaning of section 551(3) and (6) of the Act) of £3,774,652 (such amount to be reduced by any allotments or grants made under (a) above) in connection with or pursuant to an offer by way of a rights issue in favour of holders of ordinary shares in proportion (as nearly as practicable) to the respective number of ordinary shares held by them on the record date for such allotment (and holders of any other class of equity securities entitled to participate therein or if the directors consider it necessary, as permitted by the rights of those securities), but subject to such exclusions or other arrangements as the directors may consider necessary or appropriate to deal with fractional entitlements, treasury shares, record dates or legal, regulatory or practical difficulties which may arise under the laws of, or the requirements of any regulatory body or stock exchange in any territory or any other matter whatsoever;

these authorisations to expire at the conclusion of the Annual General Meeting of the Company in 2013 or on 18 April 2013, whichever is the earlier, save that the Company may before such expiry make any offer or agreement which would or might require shares to be allotted or rights to be granted, after such expiry and the Directors may allot shares, or grant rights to subscribe for or to convert any security into shares in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.

• 1. THAT subject to the passing of Resolution 2 above the Directors be and are thereby empowered pursuant to Sections 570 and 573 of the Companies Act 2006 (the "Act") to:
• (a) allot equity securities (as defined in Section 560 of the Act) of the Company for cash pursuant to the authority conferred by that resolution; and
• (b) sell ordinary shares (as defined in Section 560(1) of the Act) held by the Company as treasury shares ("Treasury Shares") for cash (as detailed in Section 727 of the Act),

as if Section 561 of the Act did not apply to any such sale, provided that this power shall be limited to the allotment of equity securities for cash and the sale of Treasury Shares:

• (i) in connection with or pursuant to an offer or invitation to acquire equity securities (but in the case of the authorisation granted under Resolution 9(b), by way of rights issue only) in favour of holders of ordinary shares in proportion (as nearly as practicable) to the respective number of ordinary shares held by such holders on the record date for such allotment or sale (and holders of any other class of equity securities entitled to participate therein or if the Directors consider it necessary, as permitted by the rights of those securities) but subject to such exclusions or other arrangements as the Directors may deem necessary or desirable in relation to fractional entitlements, Treasury Shares, record dates or legal or practical problems arising in, or pursuant to, the laws of any territory or the requirements of any regulatory body or stock exchange in any territory or any other matter whatsoever; and
• (ii) in the case of the authorisation granted under Resolution 2 (a) above (or in the case of any transfer of Treasury Shares) and otherwise than pursuant to paragraph (i) of this resolution, up to an aggregate nominal amount of £283,099.

This power shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2013 or on 18 April 2013, whichever is the earlier, save that the Company may, at any time before the expiry of such power make any offer or enter into any agreement which would or might require equity securities to be allotted, or Treasury Shares to be sold, after the expiry of such power and the Directors may allot equity securities or sell Treasury Shares in pursuance of any such offer or agreement as if such power conferred hereby had not expired

• 1. THAT the Company is hereby generally and unconditionally authorised for the purposes of Section 701 of the Companies Act 2006 (the "Act") to make market purchases (within the meaning of Section 693(4) of the Act) of any of its ordinary shares of 5p each in the capital of the Company on such terms and in such manner as the Directors may from time to time determine, provided that:
• (a) the maximum number of ordinary shares which may be purchased is 11,323,956 representing approximately 10 per cent. of the issued ordinary share capital at 7 December 2011;
• (b) the minimum price which may be paid for each ordinary share is 5p which amount shall be exclusive of expenses, if any;
• (c) the maximum price which may be paid for each ordinary share is an amount equal to 105 per cent. of the average of the middle market

quotations for the ordinary shares of the Company as derived from the Daily Official List of the London Stock Exchange plc for the five business days immediately preceding the day on which such share is contracted to be purchased;

• (d) unless previously renewed, revoked or varied, this authority shall expire at the conclusion of the Annual General Meeting in 2013 or on 18 April 2013, whichever is the earlier; and
• (e) under this authority the Company may make a contract to purchase ordinary shares which would or might be executed wholly or partly after the expiry of this authority, and may make purchases of ordinary shares pursuant to it as if this authority had not expired.
• 1. THAT the period of notice required for general meetings of the Company (other than annual general meetings) shall be not less than 14 clear days notice.

…………………………. Secretary

18 January 2012

Presented by: Diploma PLC 12 Charterhouse Square London, EC1M 6AX