Melrose Industries PLC — AGM Information 2012

May 9, 2012

Company No: 4763064

THE COMPANIES ACTS 1985 AND 2006

PUBLIC LIMITED COMPANY

SPECIAL RESOLUTIONS Ωf MELROSE PLC (the "Company")

At the Annual General Meeting of the Company, held at Barber-Surgeons' Hall, Monkwell Square, Wood Street, London, EC2Y 5BL on 9 May 2012, the following resolutions were passed as special resolutions:

SPECIAL RESOLUTIONS

Resolution 14

That, in substitution for all existing powers and subject to the passing of resolution 13, the Directors be generally empowered to allot equity securities (as defined in the Act) for cash pursuant to the authority granted by resolution 13 and/or to sell ordinary shares in the capital of the Company held by the Company as treasury shares for cash in each case free of the restriction in section 561(1) of the Act, such power to be limited:

• to the allotment of equity securities and sale of treasury shares for cash in $(A)$ connection with an offer of equity securities (but in the case of an allotment pursuant to the authority granted by paragraph (B) of resolution 13, such power shall be limited to the allotment of equity securities in connection with an offer by way of a rights issue only):
• to ordinary shareholders in proportion (as nearly as may be $(i)$ practicable) to their existing holdings; and
• $(ii)$ to holders of other equity securities, as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

to the allotment (otherwise than in the circumstances set out in paragraph (A) $(B)$ of this resolution) of equity securities pursuant to the authority granted by paragraph (A) of resolution 13 and/or the sale of treasury shares for cash up to a nominal amount of £49,758.

such power to apply until the end of the Company's next Annual General Meeting after this resolution is passed (or, if earlier, until the close of business on 30 June

2013) but so that the Company may make offers and enter into agreements before the power expires which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not expired.

Resolution 15

That the Company be generally and unconditionally authorised to make one or more market purchases (within the meaning of section 693 of the Act) of ordinary shares in the capital of the Company provided that:

• the maximum aggregate number of ordinary shares authorised to be $(A)$ purchased is 39,096,104 (representing 10% of the issued ordinary share capital):
• the minimum price which may be paid for an ordinary share shall not be less $(B)$ than the nominal value of an ordinary share at the time of such purchase;
• the maximum price which may be paid for an ordinary share is not more than $(C)$ the higher of:
• 105 per cent of the average of the middle market quotation for an $(i)$ ordinary share as derived from the London Stock Exchange plc's Daily Official List for the five business days immediately preceding the day on which the ordinary share is purchased; and
• $(ii)$ the higher of the price of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out.

in each case, exclusive of expenses:

• this authority will expire at the end of the next Annual General Meeting of the $(D)$ Company following the passing of this resolution (or, if earlier, at the close of business on 30 June 2013);
• the Company may make a contract to purchase ordinary shares under this $(E)$ authority before expiry of the authority which will or may be executed wholly or partly after the expiry of that authority, and may make a purchase of ordinary shares in pursuance of any such contract; and
• $(F)$ any ordinary shares purchased pursuant to this authority b may either be held as treasury shares or cancelled by b the Company, depending on which course of action is b considered by the Directors to be in the best interests of b shareholders at the time

Resolution 16

That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.

Dated 9 May 2012

Garry Barnes Company Secretary Melrose PLC