Melrose Industries PLC

AGM Information • Mar 31, 2021

MELROSE INDUSTRIES PLC PROXY FORM – NOTES

The Annual General Meeting (AGM) will be held at Leconfield House, Curzon Street, London W1J 5JA on Thursday 6 May 2021 at 11:00 am (BST)

NOTES:

7.

Only those members registered in the register

of members of the Company at 18:30 pm on

4 May 2021 shall be entitled to vote at the AGM

in respect of the number of shares registered in

their name at that time. Changes to the entries

on the register of members after 18:30 pm on

4 May 2021 shall be disregarded in determining

the rights of any person to vote at the AGM.

In the case of joint registered holders, the

signature of one holder on a proxy form 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.

PLEASE NOTE OUR GUIDANCE SET OUT IN

THE NOTICE OF AGM REGARDING

SHAREHOLDER ATTENDANCE AT THE

AGM, IN LINE WITH UK GOVERNMENT

GUIDANCE AT THE TIME OF PUBLICATION,

WHICH DOES NOT ALLOW US TO ALLOW

SHAREHOLDERS TO ATTEND THE AGM IN

PERSON. WE RECOMMEND THAT ALL

SHAREHOLDERS COMPLETE AND

RETURN A FORM OF PROXY, APPOINTING

THE CHAIRMAN OF THE AGM AS THEIR

PROXY, AND TO SUBMIT ANY QUESTIONS

PRIOR TO THE MEETING USING THE

SERVICE WE HAVE SET UP FOR THESE

PURPOSES (SEE BELOW).

10.We are providing shareholders the opportunity

to submit specific questions regarding the

business of the AGM online in advance.

Questions must be received by no later than

11:00 am on 4 May 2021 using the form that

can be found at https://www.melroseplc.

net/investors/shareholder-information/

melrose-agm-2021-questions-form/. We will

upload a response to these questions on our

website. To access the form, please use your

unique shareholder reference number and the

following password: H^&13L_X28£df

8.

• 1. A member entitled to vote at the AGM may appoint a proxy to exercise all or any of their rights to vote at the AGM. 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 Melrose Industries PLC (the "Company").
  2. 1. 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.
• 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.

9.

1. 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 completed 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

2. no later than 11:00 am on 4 May 2021. 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. You may register your vote online or register the appointment of a proxy for this AGM by visiting Equiniti's website at 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

5.

form of proxy. CREST members may appoint a proxy or proxies electronically via Equiniti (ID RA19) not later than 11:00 am on 4 May 2021.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.

6.

SHAREHOLDER REFERENCE NUMBER This card is evidence of your right to vote at the AGM. Please note our guidance set out in the Notice of AGM regarding shareholder attendance at the AGM, in line with UK

Government guidance at the time of publication. We recommend that all shareholders

complete and return a form of proxy, appointing the Chairman of the AGM as their proxy.

MELROSE INDUSTRIES PLC FORM OF PROXY

Voting ID Task ID Shareholder Reference Number

4730-033-S

For Against Withheld

Notice of Availability

Please note that the Notice of Annual General Meeting and the Annual Report and Accounts for 2020 are now available to view on the Melrose Industries PLC website at www.melroseplc.net.

Please complete, detach and return this Proxy Form. Alternatively, you can submit your vote online at www.sharevote.co.uk (see Notes opposite) using the above numbers.

I/We, the undersigned, being a shareholder of Melrose Industries 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 6 May 2021 at Leconfield House, Curzon Street, London W1J 5JA at 11:00 am (BST) and at any adjournment thereof. Your proxy is also authorised to vote or abstain from voting on any other business which may properly come before the AGM.

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 1. To receive the Company's audited financial statements for the financial		(NOTE 6)
year ended 31 December 2020, together with the reports thereon.
2. To approve the Directors' Remuneration Report for the year ended 31 December 2020.
3. To declare a final dividend of 0.75p per ordinary share.
4. To re-elect Christopher Miller as a Director.
5. To re-elect David Roper as a Director.
6. To re-elect Simon Peckham as a Director.
7. To re-elect Geoffrey Martin as a Director.
8. To re-elect Justin Dowley as a Director.
9. To re-elect Liz Hewitt as a Director.
10. To re-elect David Lis as a Director.
11. To re-elect Archie G. Kane as a Director.
12. To re-elect Charlotte Twyning as a Director.
13. To re-elect Funmi Adegoke as a Director.
14. To elect Peter Dilnot as a Director.
15. To re-appoint Deloitte LLP as auditor.
16. To authorise the Audit Committee to determine the auditor's remuneration.
17. To renew the authority given to Directors to allot shares.
Special Resolutions 18. To give the Directors authority to allot equity securities without application of pre-emption rights.
19. To give the Directors authority to allot equity securities for the purpose of financing an acquisition or other capital investment without application of pre-emption rights.
20. To authorise market purchases of shares.
21. 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.

Spencer Road Aspect House Equiniti Spencer Road Aspect House Equiniti BN99 8GQ LANCING Spencer Road Aspect House Equiniti Spencer Road Aspect House Equiniti

BN99 8GQ

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BN99 8GQ

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