Melrose Industries PLC — AGM Information 2012

Apr 5, 2012

MELROSE PLC ATT ENDANC E CARD

The Annual General Meeting will be held at Barber-Surgeons' Hall, Monkwell Square, Wood Street, London EC2Y 5BL on Wednesday 9 May 2012 at 11.00am

NOTES:

• 1. A member entitled to attend and vote at the meeting may appoint a proxy to exercise all or any of its rights to attend, speak and vote at the meeting. A member may appoint more than one proxy, provided that each proxy is
• appointed to exercise the rights attached to different shares. A proxy need not be a member of the Company. 2. 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.
• 1. To appoint more than one proxy, you may photocopy this form. Please indicate in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy, and tick the box to indicate if the proxy instruction is one of multiple instructions being given. All forms should be signed and returned together in the same envelope. 4. To be valid your signed and dated proxy form(s) must be completed and
• deposited together with any power of attorney or authority under which it is signed or a certified copy of such power or authority at the offices of the Company's Registrars, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA as soon as possible and no later than 11.00am on 4 May 2012. In the case of a corporation, the proxy form(s) should be executed under its common seal and/or the hand of a duly authorised officer or person.
• 1. If you wish, you may register the appointment of a proxy for this meeting electronically, by contacting the website www.sharevote.co.uk and following the on-screen instructions. You will need your Voting ID, Task ID and Shareholder Reference Number shown on this form of proxy. CREST members may appoint a proxy or proxies electronically via Equiniti (ID RA19) not later than 11.00am on 4
• May 2012. 6. The "Withheld" box 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 but will be counted to establish if a quorum is present.
  • 1. Only those members registered in the register of members of the Company at 6.00pm on 4 May 2012 shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their name at that time. Changes to the entries on the register of members after 6.00pm on 4 May 2012 shall be disregarded in determining the rights of any person to attend or vote at the
  • meeting. 8. In the case of joint registered holders, the signature of one holder on a proxy card will be accepted and the vote of the senior holder who tenders a vote whether in person or by proxy, shall be accepted to the exclusion of the votes

• of the other joint holders. For this purpose, seniority shall be determined by the order in which the names appear on the register of members of the Company in respect of the relevant joint holding.

• Returning this form of proxy will not prevent a registered member from attending

the meeting and voting in person.

It is evidence of your right to attend and vote at the meeting and will help you gain admission as quickly as possible.

If you come to the meeting please bring this card with you.

SHAREHOLDER REFERENCE NUMBER

A map of the venue is shown overleaf.

+ Form	Melros e PLC of prox y					+
	Voting ID	Task ID	Shareholder Reference Number		3079–025–S
	If you will not be attending the Annual General Meeting please complete, detach and return this Proxy Form. Alternatively, you can submit your Proxy Form electronically at www.sharevote.co.uk (see Notes opposite) using the above numbers.
	I/We, the undersigned, being a shareholder of Melrose PLC, hereby appoint the Chairman of the meeting or
			(NOTE 1)		(NOTE 2)
	as my/our proxy to vote for me/us at the Annual General Meeting of the Company on 9 May 2012 at Barber-Surgeons' Hall, Monkwell Square, Wood Street, London EC2Y 5BL at 11.00am and at any adjournment thereof.
	Please tick here if this proxy appointment is one of multiple appointments being made				(NOTE 3)
	Please indicate your vote by marking the appropriate boxes in black ink X
	Ordinary Resolutions			For		Against Withheld (Note 6)
	1. To receive the annual report and financial statements for the year ended 31 December 2011
2.	To approve the 2011 Directors' Remuneration report
3.	To declare a final dividend of 8.4p per ordinary share
4.	To re-elect Mr Christopher Miller as a Director
5.	To re-elect Mr David Roper as a Director
6.	To re-elect Mr Simon Peckham as a Director
7.	To re-elect Mr Geoffrey Martin as a Director
8.	To re-elect Mr Miles Templeman as a Director
9.	To re-elect Mr Perry Crosthwaite as a Director
10.	To re-elect Mr John Grant as a Director
11.	To elect Mr Justin Dowley as a Director
12.	to set the auditor's remuneration	To reappoint Deloitte LLP as auditor and to authorise the Directors
13.		To renew the authority given to Directors to allot shares
	Special Resolutions
14.	To give the Directors authority to allot equity securities without application of pre-emption rights
15.	To authorise market purchases of shares
16.		To approve the calling of a general meeting other than an Annual General Meeting on not less than 14 clear days' notice
	Signature		Date
+	This card should not be used for any comments, change of address, or other queries. Please send separate instructions.					+

+

EC2Y 5BL London Wood Street Monkwell Square Barber-Surgeons' Hall