IMI PLC — AGM Information 2015

Mar 26, 2015

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Task ID

Voting ID

Shareholder Reference Number

If you wish, you can submit your proxy form electronically at www.sharevote.co.uk using the PLEASE READ THE NOTES OVERLEAF CAREFULLY BEFORE COMPLETING THIS FORM numbers above.

Equiniti You may, if you prefer, return this card in a sealed envelope to Freepost RTHJ-CLLI-KBKU, Equini
Aspect House, Spencer Road, Lancing, BN99 8LU, the postage will be paid by the Company, but please allow one week before the deadline to ensure your form arrives in time.

To be valid, your proxy instructions or signed and dated form(s) of proxy must be received at the
office of the Registrars at the address stated on this card by 10am on 5 May 2015.

I/We above named being (a) member(s) of the above named Company hereby appoint the Chairman of the
meeting (or alternatively the person named in the space indicated by an asterisk") as my/our proxy to attend
and vote for m of che $\frac{1}{2}$

and at any adjournment there.

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Please tick here if this proxy appointment is one of multiple appointments being made. For the appointment of more
than one proxy, please refer to Note 2 (see overleaf).

T.

$\overline{\circ}$ I/We direct my/our proxy to vote in the manner indicated in the appropriate space below. Unless otherwise indicated, or
upon any matter properly before the meeting but not referred to below, my/our proxy may exercise his d

Please indicate your vote by marking the appropriate boxes in black ink like this:

⊠

				Vote				Vote
	† Resolution	$\overline{6}$	Against	Withheld	† Resolution	For	Against	Withheld
	1. Approve Annual Report and				12. Re-election of Roy Twite
	Accounts				13. Re-appointment of auditor
$\sim$	Approve Remuneration Report				14. Authority to set auditor's
	3. Approve Remuneration Policy				remuneration
	4. Declaration of dividend				5. Authority to allot shares
5	Re-election of Carl-Peter Forster				16. Authority to make political
6.	Election of Ross McInnes				donations
	7. Re-election of Birgit Nørgaard				17. Approval of IMI Incentive Plan
œ	Re-election of Mark Selway				18. Approval of IMI Sharesave Plan
					A. Authority to allot equity
	9. Election of Daniel Shook				securities for cash
	10. Election of Lord Smith of Kelvin				B. Authority to purchase own	┒
	11. Re-election of Bob Stack				shares
					C. Notice of general meetings	٦		٦
	+ For the key to these resolutions please refer to the Notice of Annual General Meeting
	Date			Signature

If you plan to attend the Annual General Meeting of IMI plc at the Hilton Birmingham Metropole Hotel, National Exhibition Centre Birmingham on Thursday 7 May 2015 it would be helpful if you could kindly bring this attendance card and hand it in at the meeting.

from the front of the hotel to the station at approximately 11.30am, 11.45am and 12.00pm.

A minibus will be provided at approximately 9.10am, 9.25am and 9.40am from Birmingham

Please note that the meeting is due to commence at 10am.

International Station to the Hilton Birmingham Metropole Hotel for those coming by train. It will return

IMI plc - ANNUAL GENERAL MEETING
Shareholder's Attendance Card

Annual General Meeting Hilton Birmingham Metropole Hotel National Exhibition Centre Birmingham
B40 1PP

Directions to the annual general meeting

Travelling north on the M1, exit west at Junction 19 onto the M6 to Birmingham. Continue to Junction 4 and exit south towards Solihull onto the M42. Leave at Junction 6 and follow the signs to NEC. Then follow signs to hotel.

Travelling south on the M1, exit west at Junction 21 onto the M69 towards Coventry. Continue to the Junction with
the M6 and exit towards Birmingham. Follow directions on the M6 as above

Travelling south on the M6, exit at Junction 4 and follow signs to NEC

Free parking is available at the hotel by ensuring that your parking ticket is validated on registration for the Annual General Meeting

Please separate and retain Attendance Card

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
• 1. To appoint more than one proxy (an) additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0871 384 2916, or from overseas on +44 121 415 7047 (lines are open 8.30am to 5.30pm Monday to Frida Registrars in writing of any termination of the authority of a proxy.
• 1. In the case of a corporation the form of proxy must be executed under seal or under the hand of an officer or attorney duly authorised.
• 1. In the case of joint holders, the signature of any holder will be sufficient. The vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders; seniority shall be determined by the order in which the names stand in the register of members.
• 1. Forms of proxy, to be valid, must be lodged at the office of the Registrars at the address overleaf not less than forty-eight hours before the time of the meeting
• 1. The completion and return of a form of proxy will not preclude shareholders from attending and voting in person instead of their proxy.
• 1. Signature(s) need not be witnessed.
• 1. The vote withheld option is provided to enable you to instruct your proxy not to vote on any particular resolution. However, it should be noted that a vote withheld in this way is not a 'vote' in law and will not be cou
• 1. Only those shareholders registered in the register of members of the Company as at 6pm on 5 May 2015 (or, in the event of any adjournment, on
     the date which is two days before the time of the adjourned meeting) shall be
• 1. 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 RA19) by 10am on 5 May 201 out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 1. The form of proxy should not be used for any comments, any queries or to notify a change of address. Please send a separate instruction.

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