Melrose Industries PLC — AGM Information 2015

May 15, 2015

THE COMPANIES ACTS 2006

PUBLIC LIMITED COMPANY

RESOLUTIONS

of

MELROSE INDUSTRIES PLC (the "Company")

At the Annual General Meeting of the Company, held at Barber-Surgeons' Hall, Monkwell Square, Wood Street, London EC2Y 5BL on 14 May 2015, the following resolution was passed as an ordinary resolution:

ORDINARY RESOLUTION

• 1. That, in accordance with section 551 of the Companies Act 2006 (the "Act"), the directors of the Company (the "Directors") be and are generally and unconditionally authorised to allot shares in the Company, or to grant rights to subscribe for or to convert any security into shares in the Company ("Rights"):
• (A) up to an aggregate nominal amount of £422,209; and
• (B) comprising equity securities (as defined in section 560 of the Act) up to an aggregate nominal amount of £844,418 (such amount to be reduced by the aggregate nominal amount of any allotments or grants made under paragraph (A) of this resolution) in connection with an offer by way of rights issue:
  • (i) to ordinary shareholders in proportion (as nearly as may be 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,

such authorities to expire at the conclusion of the Company's next Annual General Meeting after this resolution is passed or, if earlier, at the close of business on 30 June 2016, but, in each case, so that the Company may make offers or agreements before the authority expires which would or might require shares to be allotted or Rights to be granted after the authority expires, and so that the Directors may allot shares or grant Rights in pursuance of any such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

The following resolutions were passed as special resolutions:

SPECIAL RESOLUTIONS

• 1. That, subject to the passing of resolution 14, in accordance with sections 570 and 573 of the Act, the Directors be and are generally empowered to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authorities granted by resolution 14 as if section 561 of the Act did not apply to any such allotment provided that this power shall be limited:

• (A) to the allotment of equity securities in connection with an offer of equity securities (but in the case of an allotment pursuant to the authority granted under paragraph (B) of resolution 14, such power shall be limited to the allotment of equity securities in connection with an offer by way of rights issue only):

• (i) to ordinary shareholders in proportion (as nearly as may be 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

(B) to the allotment (otherwise than in the circumstances set out in paragraph (A) of this resolution) of equity securities pursuant to the authority granted by paragraph (A) of resolution 14 up to an aggregate nominal amount of £126,662,

such power to expire at the conclusion of the Company's next Annual General Meeting after this resolution is passed or, if earlier, at the close of business on 30 June 2016, but so that the Company may make offers or agreements before the power expires which would or might require equity securities to be allotted after the power expires and so that the Directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this authority has expired.

• That the Company be and is generally and unconditionally authorised to make one or more market 16. purchases (within the meaning of section 693 of the Act) of Ordinary Shares in the capital of the Company provided that:
• (A) the maximum aggregate number of Ordinary Shares authorised to be purchased is 99,520,696;
• (B) the minimum price which may be paid for an Ordinary Share is the nominal value of an Ordinary Share at the time of such purchase;
• (C) the maximum price which may be paid for an Ordinary Share is not more than the higher of:
  • (i) 105% of the average of the middle market quotation for an Ordinary Share as derived from the Daily Official List of the London Stock Exchange 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;
• (D) this authority shall expire at the conclusion of the Company's next Annual General Meeting after this resolution is passed or, if earlier, at the close of business on 30 June 2016;
• (E) the Company may make a contract of purchase of Ordinary Shares under this authority which would or might be executed wholly or partly after the expiry of this 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 may either be held as treasury shares or cancelled by the Company, depending on which course of action is considered by the Directors to be in the best interests of shareholders at the time.
• That a general meeting other than an Annual General Meeting may be called on not less than 14 clear $17.$ days' notice.

Dated: 44 May 2015

Adam Westley Company Secretary Melrose Industries PLC