Proxy Card
Annual General Meeting 2020
Wednesday 30 September at 12:00 noon
RENISHAW.
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If you receive shareholder communications by post, you can do your bit for the environment by not only reading our Annual Report 2020 online, but also by choosing to receive your voting instructions via e-mail and voting electronically.

To sign up for this service please visit www.shareview.co.uk and click on 'Register' under the 'Portfolio' section.

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How to send your Proxy voting instruction electronically

Even though you have received a paper version of your Form of Proxy, you can still vote electronically.

Visit www.sharevote.co.uk and follow the on-screen instructions.

The 2020 Annual General Meeting (AGM) will be convened electronically in accordance with the provisions of the Corporate Insolvency and Governance Act 2020 on Wednesday 30 September 2020 at 12.00 noon.

PLEASE NOTE THIS IS A CLOSED MEETING DUE TO COVID-19.
SHAREHOLDERS ARE NOT PERMITTED TO ATTEND THE MEETING

Form of Proxy
Renishaw plc (Company) Annual General Meeting 2020
Wednesday 30 September at 12:00 noon
Before completing this form, please read the explanatory notes overleaf.

Voting ID
Task ID
Shareholder Reference Number

If you wish you can register your vote electronically at www.sharevote.co.uk and follow the instructions on screen.
I/We being (a) member(s) of the Company, hereby appoint the chairman of the meeting, or
in respect of the following number of shares: ALL or
as my/our proxy to attend, speak and vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 12.00 noon on Wednesday 30 September 2020 and at any adjournment thereof and direct him/her to vote on the resolutions set out in the notice of the Annual General Meeting or any other business at the meeting, including amendments to the resolutions.

☐ Please tick box here if this proxy appointment is one of multiple appointments being made. For appointing more than one proxy, please refer to Explanatory Note 3.

Please mark 'X' to indicate how you wish to vote

Ordinary resolutions
1. To receive the Annual Report 2020.
2. To receive and approve the Directors' remuneration policy.
3. To receive and approve the Annual report on remuneration.
4. To increase the maximum fees that may be paid to directors.
5. To re-elect as a Director Sir David McMurtry.
6. To re-elect as a Director John Deer.
7. To re-elect as a Director Will Lee.
8. To re-elect as a Director Allen Roberts.

Agents Vote Withheld	Agents Vote Withheld
9. To re-elect as a Director Carol Chesney.	☐ ☐ ☐
10. To re-elect as a Director Catherine Glickman.	☐ ☐ ☐
11. To re-elect as a Director Sir David Grant.	☐ ☐ ☐
12. To re-elect as a Director John Jeans.	☐ ☐ ☐
13. To reappoint Ernst & Young LLP as auditors.	☐ ☐ ☐
14. To authorise the Audit Committee to determine the remuneration of the auditors.	☐ ☐ ☐

Special resolutions
15. To authorise the Company to make market purchases of its own shares.

For
Agents
Vote
Withheld

Signature or execution

Date

There is no need to affix a stamp if this form is posted within the UK. You may, if you prefer, write to Freepost RTHJ-CLLL-K8KU, Equiniti, Aspect House, Spencer Road, Lancing BN99 8LU and enclose the form.

Explanatory notes

Please indicate by an 'X' in the spaces provided how you wish your votes to be cast. 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 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.
If you wish to appoint a proxy other than the chairman of the meeting, 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 of the meeting will be appointed your proxy. A proxy must attend the meeting in person to represent you. However, given that shareholders and proxies are unable to attend the AGM in person this year, it is strongly recommended that all members appoint the chairman of the meeting as their proxy for this AGM in order for their vote to be counted.
If you wish to appoint more than one proxy, please request a further proxy form or forms from the Company's registrar, Equiniti. 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.
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.
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).
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.
Any alterations made to this proxy should be initialled.
Shareholders who wish to appoint a proxy or proxies electronically may do so through www.sharevote.co.uk where full instructions are provided. Shareholders will need the Voting ID, Task ID and Shareholder Reference Number as printed on their proxy form. Alternatively, if already registered with Equiniti's online portfolio service, Shareview, shareholders can appoint their proxy electronically by logging on to their portfolio at www.shareview.co.uk using their ID and password. Once logged in, click 'View' on the 'My Investments' page, click on the link to vote then follow the on-screen instructions.
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 RA19) 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.