Renishaw PLC — Proxy Solicitation & Information Statement 2019

Aug 21, 2019

Business Reply
Licence Number
RTKJ-UHCH-CBGH

111

RENISHAW
apply innovation™

Mr Chris Pockett
Renishaw PLC
New Mills
Wotton under Edge
GL12 8JR

Please detach here and retain

AGM 2019 – Admittance Card

This year's Annual General Meeting will be held at 12.00 noon on Thursday 24 October 2019 at Renishaw plc, New Mills, Wotton-under-Edge, Gloucestershire, GL12 8JR. The meeting is expected to conclude at 1pm, followed by a complimentary lunch.

Please would you return the attached card to inform us if you are attending, so that we can make arrangements for lunch. Please note that no acknowledgement will be issued.

We look forward to seeing you on the day.

Please present this card at the registration desk on arrival in order to assist admittance procedures.

If you appoint a proxy, it is not necessary to hand this card to your proxy.

Shareholder Reference Number:
BAR CODE AREA

Renishaw plc (Company)

Proxy card for use at the Annual General Meeting 2019

Before completing this form, please read the explanatory notes below.

I/We being (a) member(s) of the above Company, hereby appoint the Chairman of the meeting OR ____ in respect of the following number of shares: ALL OR ____ as my/our proxy to exercise all or any of my/our rights to attend, speak and vote on my/our behalf at the Annual General Meeting of the Company to be held on Thursday 24 October 2019 at 12.00 noon and at any adjournment thereof.

☐ Please tick here if this proxy appointment is one of multiple appointments being made by the same shareholder (see Note 3).

I/We direct my/our proxy to vote on the resolutions as set out in the notice convening the Annual General Meeting as follows:

Resolutions	For	Against	Vote withheld
1. To receive the reports of the Directors and auditors and the financial statements for the year ended 30 June 2019.
2. To receive and approve the Directors' Remuneration Report (excluding the remuneration policy) for the year ended 30 June 2019.
3. To declare a final dividend for the year ended 30 June 2019.
4. To re-elect Sir David McMurtry as a director of the Company.
5. To re-elect John Deer as a director of the Company.
6. To re-elect Will Lee as a director of the Company.
7. To re-elect Allen Roberts as a director of the Company.
8. To re-elect Carol Chesney as a director of the Company.
9. To re-elect Catherine Glickman as a director of the Company.
10. To re-elect Sir David Grant as a director of the Company.
11. To re-elect John Jeans as a director of the Company.
12. To re-appoint Ernst & Young LLP as auditor.
13. To authorise the Audit Committee of the Board to determine the remuneration of the auditors.
14. To grant to the Company authority to purchase its own shares under section 701 of the Companies Act 2006.

Signature ____ Dated ____

NOTES

1. Please indicate by an "X" in the spaces provided how you wish your votes to be cast. 4-vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes for and against the resolution. If you do not indicate how your votes are to be cast the proxy will vote or abstain at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting, including a motion to adjourn. If you wish to vote on a resolution with some shares "For", some shares "Against" and register some shares as "Vote withheld", please write the appropriate number of shares in the relevant box.

2. If you wish to appoint a proxy other than the Chairman, please delete the reference to the Chairman and insert the name of your proxy in the space provided. If you leave this space blank, the Chairman will be appointed your proxy. A proxy must attend the meeting in person to represent you.

3. If you wish to appoint more than one proxy, please request a further proxy form or forms from the Company's registrar, EquinB. Your request must be received at least 7 days before the date of the meeting. Alternatively you may copy this proxy form. You must specify the number of shares in respect of which each proxy is appointed. Please also indicate by ticking the relevant box if the proxy appointment is one of multiple appointments being made. The total number of shares in respect of which you appoint proxies must not exceed the total number of shares held by you and any discrepancy may lead to one or all of your proxy appointments being invalid. No proxy may be authorised to exercise votes which any other proxy has been authorised to exercise. All proxy forms must be signed and should be returned together in the same envelope.

4. A proxy need not be a member of the Company and the appointment of a proxy will not preclude a member from attending and voting at the meeting.

5. In the case of a corporation this proxy must be under the common seal or under the hand of an officer or attorney duly authorised in writing. In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the register of members (the first-named being the most senior).

6. To be effective this proxy, and any power of attorney or other authority under which it is executed, must reach the office of the Company's Registrar no less than 48 hours before the time appointed for holding the meeting or at any adjournment thereof.

7. Any alterations made to this proxy should be initialled.

8. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. To be valid, the appropriate CREST message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy, must be transmitted so as to be received by our agent (ID R419) by the latest time(s) for receipt of proxy appointments specified in the Notice of Meeting. See the notes to the Notice of Meeting for further information on proxy appointment through CREST.

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111

Freepost RTKJ-CLLL-XBXU

Equiniti

Aspect House

Spencer Road

LANCING

BN99 8LU

LOCATION MAP

(detailed map at www.renishaw.com/directions)

Please complete as applicable:

I plan to attend the Annual General Meeting
☐
and bring a guest
☐
I/We will stay for lunch
☐

Please specify any special dietary needs

If you have any special access requirements or any other additional needs please contact Hollie Dent on 01453 522465 or hollie.dent@renishaw.com.

Name

Address

Postcode

Please return by Thursday 26 September 2019.

If you do not wish the reply slip to be seen by anyone except Renishaw, you should post it in an envelope to the address on the reverse side by FREEPOST RTKJ-UHCH-CBGH. You will not need a stamp unless you are outside the UK, in which case the appropriate postage must be paid.