Melrose Industries PLC — AGM Information 2011

Aug 8, 2011

Company No: 4763064

THE COMPANIES ACTS 1985 AND 2006

PUBLIC LIMITED COMPANY

SPECIAL RESOLUTIONS

of

MELROSE PLC

(the "Company")

At a general meeting of the Company held at the offices of Investee Investment Banking, a division of Invested Bank (UK) Limited, at 2 Gresham Street, London EC2V 7OP on August 8, 2011 the following resolution was passed as a special resolution:

THAT, conditional on the admission of the New Ordinary Shares (as defined below) to the Official List of the Financial Services Authority and to trading on the London Stock Exchange plc's main market for listed securities becoming effective by 8.00 a.m. on 9 August 2011 (or such other time and/or date as the directors of the Company may determine):

• the Articles of Association of the Company be and are amended by the creation $(a)$ of new articles 9A and 9B setting out the rights and restrictions of the C Shares and the C Deferred Shares in the manner set out in Parts V and VI of the Circular and produced to the meeting and by the amendment of article $40(A)$ by inserting "consolidation;" before the word "consolidation" in the first line;
• the Directors be and are hereby authorised to capitalise a sum of £220,061,595.75 $(b)$ standing to the credit of the Company's capital redemption reserve and a sum of £153,128,488.50 standing to the credit of the Company's share premium account and to apply the aggregate of such sums in paying up in full 497,586,779 C Shares and are hereby authorised pursuant to section 551 of the Act to allot and issue such C Shares credited as fully paid up, in an aggregate nominal amount of £373,190,084.25, to the holders of the existing ordinary shares of 0.2 pence each in the capital of the Company (the "Existing Ordinary Shares") on the basis of one C Share for each Existing Ordinary Share held and recorded on the register of members of the Company at 6.00 p.m. on 8 August 2011 (or such other time and/or date as the Directors may determine), PROVIDED THAT the authority hereby conferred shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2012 or the date that is 15 months from the date of the passing of this resolution, whichever is the earlier;
• In respect of each holding of Existing Ordinary Shares as shown in the register of $(c)$ members of the Company at 6.15 p.m. on 8 August 2011 (or such other time and/or date as the Directors may determine) each issued Existing Ordinary Share be and is hereby sub-divided into eleven shares of 1/55 pence and forthwith upon such sub-division every fourteen shares of 1/55 pence resulting from such sub-

division be and are consolidated into one new ordinary share of 1455 pence in the capital of the Company (the "New Ordinary Shares"), PROVIDED THAT no member shall be entitled to a fraction of a New Ordinary Share and all fractional entitlements arising out of the consolidation shall be aggregated into New Ordinary Shares (up to such number as will result in a whole number of New Ordinary Shares) and the whole number of New Ordinary Shares so arising sold and the net proceeds of sale be paid in due proportion (rounded down to the nearest penny) to those shareholders who would otherwise be entitled to such fractional entitlements save that individual amounts not exceeding £1 and any such rounding shall be retained by the Company and donated to charities chosen by the Board; and

the rights and restrictions attaching to the New Ordinary Shares resulting from $(d)$ the sub-division and consolidation provided for in paragraph (c) above shall be as set out in the Articles of Association of the Company as proposed to be amended pursuant to paragraph (a) above.

A reference in the aforementioned special resolution to the "Circular" is a reference to the circular to shareholders of the Company dated July 22, 2011.

Chairman