Melrose Industries PLC — Proxy Solicitation & Information Statement 2015

Apr 12, 2015

Melrose

MELROSE INDUSTRIES PLC

ATTENDANCE CARD

The Annual General Meeting will be held at Barber-Surgeons' Hall, Monkwell Square, Wood Street, London EC2Y 5BL on Thursday 14 May 2015 at 11.00 am.

NOTES:

1. A member entitled to attend and vote at the meeting may appoint a proxy to exercise all or any of their 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.
3. 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 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 no later than 11.00 am on 12 May 2015. 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.
5. You may register your vote online or register the appointment of a proxy for this meeting 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 form of proxy. CREST members may appoint a proxy or proxies electronically via Equiniti (ID RA19) not later than 11.00 am on 12 May 2015.
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.
7. Only those members registered in the register of members of the Company at 6.00 pm on 12 May 2015 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 6.00 pm on 12 May 2015 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 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.
9. Returning this form of proxy will not prevent a registered member from attending the meeting and voting in person.

SHAREHOLDER REFERENCE NUMBER

If you come to the meeting please bring this card with you. It is evidence of your right to attend and vote at the meeting and will help you gain admission as quickly as possible.

A map of the venue is shown overleaf.

MELROSE INDUSTRIES PLC FORM OF PROXY

Voting ID

Task ID

Shareholder Reference Number

3853-015-S

If you will not be attending the Annual General Meeting, 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 14 May 2015 at Barber-Surgeons' Hall, Monkwell Square, Wood Street, London EC2Y 5BL at 11.00 am 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 ☑

Ordinary Resolutions	For	Against	Withheld (NOTE 6)
1. To receive the financial statements for the year ended 31 December 2014, together with the reports thereon	☐	☐	☐
2. To approve the 2014 Directors' remuneration report (other than the part containing the Directors' remuneration policy)	☐	☐	☐
3. To declare a final dividend of 5.3p 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 Perry Crosthwaite as a Director	☐	☐	☐
9. To re-elect John Grant as a Director	☐	☐	☐
10. To re-elect Justin Dowley as a Director	☐	☐	☐
11. To re-elect Liz Hewitt as a Director	☐	☐	☐
12. To re-appoint Deloitte LLP as auditor	☐	☐	☐
13. To authorise the Audit Committee to determine the auditor's remuneration	☐	☐	☐
14. To renew the authority given to Directors to allot shares	☐	☐	☐

Special Resolutions

1. To give the Directors authority to allot equity securities without application of pre-emption rights
2. To authorise market purchases of shares
3. 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.

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Location of the Annual General Meeting:
Barber-Surgeons' Hall
Monkwell Square
Wood Street
London
EC2Y 5BL

Business Reply Plus
Licence Number
RTAR-GCAU-YULB

Equiniti
Aspect House
Spencer Road
LANCING
BN99 8GQ