VOLEX PLC — AGM Information 2010

Sep 16, 2010

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If

you are in any doubt as to what action you should take, you are recommended to immediately seek your own financial advice from your stockbroker or other independent adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or transferred all of your shares in Volex Group plc (the Company), please forward this document, together with the accompanying form of proxy, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

VOLEX GROUP PLC

___________________________________________________________________________

(incorporated and registered in England and Wales under number 00158956)

CIRCULAR TO SHAREHOLDERS AND

NOTICE OF GENERAL MEETING

___________________________________________________________________________

The whole of this document should be read. Your attention is drawn to the letter from the Chairman of the Company that is set out on the following pages of this document.

Notice of a General Meeting of the Company to be held at 10 Eastbourne Terrace, London W2 6LG at 2.00 p.m. on 1 October 2010 (the Meeting) is set out at the end of this document.

The form of proxy for use at the Meeting accompanies this document and, to be valid, should be completed and returned in accordance with the instructions set out thereon as soon as possible but in any event so as to reach Capita Registrars at PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU not later than 2.00 p.m. on 29 September 2010. Completion and return of the form of proxy will not preclude members of the Company from attending and voting in person at the Meeting, should they so wish.

Registered Office: 10 Eastbourne Terrace London W2 6LG

Registered in England and Wales No. 158956

CHAIRMAN'S LETTER

16 September 2010

Dear Shareholder

I am writing to inform you about proposals by the directors of the Company (the Directors) which are aimed at facilitating the Company's ability to declare and pay dividends in the future. As you will know, the Company has not declared a dividend in recent years, and the Directors consider it important to be in a position to declare dividends if and when the circumstances are right to do so.

I am also letting you know about proposed changes to the incentive arrangements for the nonexecutive Directors, including myself, in order to increase the alignment of incentives with shareholder interests, following representations by, and extensive discussions with, some of the Company's major shareholders. The Company is sensitive to the concerns expressed by some shareholders over the existence of a long-term incentive scheme for the non-executive Directors. Accordingly, the proposals set out herein are designed to reward total shareholder return (rather than cash being returned to shareholders). The existing scheme was considered imperative by the Directors in 2008, when it was approved by shareholders, but the Directors no longer feel it to be appropriate in its current form. The proposed changes to the existing scheme, as set out herein, have been firmly endorsed by the executive Directors. The Company views the existing scheme for non-executive Directors as a 'one-off' occurrence and, beyond the proposed changes set out herein, the Company has no intention of making any additional cash or share-based incentive awards to its non-executive Directors.

Additionally, the Company is mindful of the need to incentivise the executive Directors and its senior employees. For this reason, it is proposed that the Company's Performance Share Plan 2009 (the PSP) be amended in order to allow the Directors to have greater flexibility in setting the periods during which an award-holder under that plan may exercise his or her award, thereby enhancing the incentive value of an award.

Finally, the Company is proposing to introduce a new executive share-based incentive plan, the Volex Group plc 2010 Joint Share Ownership Plan (the 2010 Plan), which will enable the Company to make long-term share-based awards to its UK resident executive Directors and selected senior employees, in such a way as to optimise the tax treatment of such awards for the benefit of the Company and the individual participants. It is intended that the 2010 Plan will only be used as a structure to deliver PSP awards and that individuals will receive an award either under the PSP or the 2010 Plan (and not both in the same year). Accordingly, performance targets and other key terms for the 2010 Plan will be the same as those of the PSP.

These proposals are intended to benefit the Company's shareholders and provide incentives which are aligned to the shareholders' current interests.

Enclosed with this letter is notice (the Notice) of general meeting of the Company (the Meeting) called by the Directors to be held at 10 Eastbourne Terrace, London W2 6LG at 2.00 p.m. on 1 October 2010 (the Meeting) for the purpose of considering and, if thought fit, passing the resolutions set out in the Notice (to be proposed as ordinary resolutions) to:

• (a) approve, subject to the consent of the court, the release of the special reserve (the Special Reserve) which was created in connection with a capital reduction carried out by the Company on 18 October 2005 (the Reduction);
• (b) amend the Company's Performance Share Plan 2009 and the Company's Non-Executive Directors' Long-Term Incentive Scheme; and
• (c) establish a new joint share ownership plan for eligible employees.

Each of the resolutions proposed (which are set out in the Notice) is explained in more detail below.

Resolution number 1 – Approval of the release of the Special Reserve

The Directors seek your approval of the release of the Special Reserve which was created in connection with the Reduction. The Reduction was carried out with the approval of the court and the Special Reserve was created (pursuant to the court order dated 12 October 2005 approving the Reduction) for the protection of the Company's creditors as regards its obligations existing at the time of the Reduction (the Historic Obligations). The majority of the Historic Obligations are no longer outstanding and, accordingly, the Directors propose to seek the approval of the court to the release of the Special Reserve (subject to appropriate provision being made for any residual Historic Obligations currently remaining). The release of the Special Reserve would potentially facilitate the Company's ability to declare and pay dividends in the future, if and when the circumstances are right to do so.

Resolution number 2 – Amendment of the Volex Group plc Performance Share Plan 2009 (the PSP)

The Directors seek your approval of amendments to the PSP which will extend the period in which a vested award to acquire shares in the Company may be exercised, from 6 months after the vesting date (being the third anniversary of the award date or, if earlier, the end of the 3-year performance period) to a period beginning with the vesting date and ending on the tenth anniversary of the award date, or such earlier date as the Directors may specify when an award is made. This change will allow the Directors greater flexibility in setting the period within which an award-holder may choose to exercise his or her option, and thereby enhance the incentive value of an award. If approved by the shareholders, the proposed amendments to the PSP will take effect in relation to the awards made in 2010 and thereafter.

A copy of the rules of the PSP marked to show the detailed amendments is available for inspection at the location and times set out in note 32 to the Notice.

Resolution number 3 – Amendment of the Volex Group plc Non-Executive Directors Long Term Incentive Scheme (the LTIS)

The LTIS was first approved by the Company's shareholders in December 2008 and a summary of its principal terms was included in the circular to shareholders dated 7 November 2008. The Company's Remuneration Committee is sensitive to the concerns raised by shareholders over the existence of a long-term incentive scheme for non-executive Directors, which was considered imperative by the Directors (and approved by the Company's shareholders) at the time. Under the current LTIS arrangements, non-executive Directors would receive cash awards based on the achievement of targets for cumulative cash return to shareholders over the three year period to 25th March 2012. Some of the Company's major shareholders have asked that this scheme be reviewed to ensure it is better aligned with current shareholder interests, specifically around the need to reward future share price growth rather than rewarding only cash that is returned to shareholders. Accordingly, it is proposed that the existing awards be modified, as described below. The Company has no intention of making any other cash or share-based incentive awards to any non-executive Director.

To enable such awards to be made, the Directors now seek your approval to amend the LTIS so as to:

• (a) change the basis for determining an award-holder's entitlement under each existing award (which takes the form of a deferred right to a cash sum), so that it is calculated by reference to the value of the number of ordinary shares in the Company equal to the number of notional units in respect of which a modified award will be held. The maximum number of units in respect of which all awards are held will be 800,000 (of which the award held by Mike McTighe will be in respect of 640,000 notional units). Awards will normally vest in three equal tranches, on 25 March in each of 2012, 2013 and 2014, subject to the award-holder remaining in office at the relevant date, but only if the average price per ordinary share in the Company on 25 March 2012 (or, if earlier, on a takeover of the Company) averaged over a period of 20 dealing days preceding that date, plus dividends paid (or, if the shares are exdividend, declared in the 3 years preceding that date) (the Average Value Attained) is at least £1.14. If the Average Value Attained is equal to or greater than £2.50, the award will vest in respect of all of the notional units over which it was made. If the Average Value Attained is between £1.14 and £2.50, then the number of notional units in respect of which the award vests (in total) will be reduced by multiplying that number by a number (of between 0.875 and 1) determined, on a straight-line basis, between those threshold values;
• (b) extend the period in which an award may be exercised (the Award Period), from 21 days after the vesting date to a period ending on the 5th anniversary of the vesting date;
• (c) provide for the Company to reserve the right to satisfy an award by issuing ordinary shares (subject to the overall limit, on the shares which may be issued for the purposes of this plan, the PSP and the proposed new plan described below, of 11 per cent of the ordinary share capital in issue from time to time); and
• (d) provide that the Company may, before an award is made, agree with a trustee that, if the Company puts the trustee in funds to enable it to do so, the trustee will, if called upon to do so, satisfy the rights of an award-holder in respect of a vested award.

Resolution number 4 – Approval of the Volex Group plc 2010 Joint Share Ownership Plan

The Directors seek your approval for the 2010 Plan. The 2010 Plan will afford the Company the opportunity to make long-term share-based awards to its UK resident executive Directors and selected senior employees, on a basis which is intended to optimise the tax treatment of such awards for the benefit of the Company and the individual participants. It is intended that the 2010 Plan will only be used as a structure to deliver PSP awards, rather than as a standalone plan and that in each award cycle individuals will receive an award under either the PSP or the 2010 Plan. Accordingly, performance targets and other key terms for the 2010 Plan will be the same as those of the PSP.

Recommendation

The Directors consider that all the proposals to be considered at the Meeting are in the best interests of the Company and its members as a whole and are most likely to promote the success of the Company for the benefit of its members as a whole. The Directors unanimously recommend that you vote in favour of all the proposed resolutions, as they intend to do in respect of their own beneficial holdings.

Yours sincerely

Mike McTighe Chairman

NOTICE OF GENERAL MEETING

VOLEX GROUP PLC

("the Company")

(incorporated in England and Wales with registered number 00158956)

NOTICE IS HEREBY GIVEN (this Notice) that a General Meeting of the Company will be held at 10 Eastbourne Terrace, London W2 6LG at 2.00 p.m. on 1 October 2010 (the Meeting) for the purpose of considering and, if thought fit, passing the following ordinary resolutions:

ORDINARY RESOLUTIONS

(1) THAT, subject to the approval of the court, the release proposed by the directors of the Company (the Directors) of the special reserve created in connection with the capital reduction carried out by the Company on 18 October 2005 (pursuant to the order of the court dated 12 October 2005 approving such reduction), be and is hereby approved.

(2) THAT the amendments proposed to be made by the Directors to the Volex Group plc Performance Share Plan 2009 (the PSP) as set out in the copy of the rules of the PSP produced to the meeting and signed by the Chairman for the purposes of identification, and a summary of the principal terms of which are set out in the circular to the Company's members dated 16 September 2010, be and they are hereby approved.

(3) THAT the amendments proposed to be made by the Directors to the Volex Group plc Non-Executive Directors Long Term Incentive Scheme (LTIS) as set out in the copy of the rules of the LTIS produced to the meeting and signed by the Chairman for the purposes of identification, and a summary of the principal terms of which is set out in the circular to Company's members dated 16 September 2010, be and they are hereby approved.

(4) THAT the Volex Group plc 2010 Joint Share Ownership Plan (the 2010 Plan), a copy of the rules of which have been produced to the meeting and signed by the Chairman for the purposes of identification, and a summary of the principal terms of which is set out in the Appendix to the circular to the Company's members dated 16 September 2010, be and is hereby approved and adopted and the Directors be authorised to do all things necessary to give effect to the 2010 Plan and the Directors be and are hereby authorised to establish further schemes based on the 2010 Plan but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further schemes are treated as counting against any limits on individual or overall participation in the 2010 Plan.

16 September 2010

By Order of the Board

Nick Temple Company Secretary Volex Group plc Registered office: 10 Eastbourne Terrace Paddington London W2 6LG

NOTES TO THE NOTICE OF GENERAL MEETING

The notes on the following pages give an explanation of the proposed resolutions.

Passing of resolutions

1. The resolutions set out in this Notice are proposed as ordinary resolutions. This means that, for each of the resolutions to be passed, more than half of the votes cast must be in favour of the resolution concerned.

Entitlement to attend and vote

• 1. Holders of ordinary shares and holders of preference shares in the Company are entitled to attend, speak and vote at the Meeting convened by this Notice.
• 1. The Company specifies that only the holders of ordinary shares and holders of preference shares entered on the register of members of the Company as at 6.00 p.m. on 29 September 2010 (or, if the Meeting is adjourned, 48 hours before the time fixed for the adjourned Meeting), shall be entitled to attend either in person or by proxy, and the number of ordinary shares and preference shares then registered in their respective names shall determine the number of votes such persons are entitled to cast at the meeting. Changes to entries on the register of members after the relevant deadline, shall be disregarded in determining the rights of any person to attend, speak or vote at the meeting.

Attending in person

1. If you wish to attend the Meeting in person, you may be asked to produce proof of your identity before being admitted to the Meeting. Any one of the following forms of proof of identity shall be acceptable: (a) a valid photo driving licence; (b) a valid passport; and (c) an original share certificate in respect of the relevant holder's shares in the Company.

Appointment of proxies

• 1. If you are a member of the Company (as recorded on the register of member of the Company) at the time set out in note 3 above, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the Meeting and you should have received a proxy form enclosed with this Notice. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.
• 1. If you are not a member of the Company but you have been nominated by a member of the Company to enjoy information rights, you do not have a right to appoint any proxies under the procedures set out in this "Appointment of proxies" section. Please read the section "Nominated persons" below.
• 1. A proxy does not need to be a member of the Company but must attend the Meeting to represent you. Details of how to appoint the Chairman of the Meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the Meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to him.
• 1. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, you may photocopy the 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. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
• 1. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If you either select the "Discretionary" option or if no voting indication is given, your proxy will vote or abstain from voting 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.

Appointment of proxy using hard copy proxy form

• 1. The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold his vote.
• 1. To appoint a proxy using the proxy form, the form must be: (i) completed and signed; (ii) sent or delivered to Capita Registrars at PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU; and (iii) received by Capita Registrars no later than 2.00 p.m. on 29 September 2010.
• 1. In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.
• 1. Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.

Electronic appointment of proxies

1. As an alternative to completing the hard-copy proxy form, you can appoint a proxy electronically by accessing the shareholder portal at www.capitashareportal.com, logging in and selecting the "Proxy Voting" link. If you have not previously registered for electronic communications, you will first be asked to register as a new user, for which you will require your investor code (which can be found on the enclosed proxy form, your share certificate and dividend tax voucher). For an electronic proxy appointment to be valid, your appointment must be received by Capita Registrars no later than 2.00 p.m. on 29 September 2010.

Appointment of proxies through CREST

1. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the Meeting and any adjournment(s) of it by using the procedures described in the CREST Manual (available from https://www.euroclear.com/site/public/EUI). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

2. 1. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited's (EUI) specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the issuer's agent (ID RA10) by no later than 2.00 p.m. on 29 September 2010, not being less than 48 hours before the time for which the Meeting is convened. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
3. 1. CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
4. 1. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Appointment of proxy by joint members

1. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).

Changing proxy instructions

• 1. To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also applies in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.
• 1. Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form, please contact Capita Registrars on 0871 664 0300 (calls cost 10p per minute plus network extras; lines are open 8.30 am to 5.30 pm, Monday to Friday).

• If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

Termination of proxy appointments

• 1. In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. The revocation notice must be received by Capita Registrars no later than 2.00 p.m. on 29 September 2010. If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid.
• 1. Appointment of a proxy does not preclude you from attending the Meeting and voting in person. If you have appointed a proxy and attend the Meeting in person, your proxy appointment will automatically be terminated.

Corporate representatives

1. A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share.

Nominated persons

• 1. Any person to whom this Notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a Nominated Person) may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or have someone else appointed) as a proxy for the Meeting. If a Nominated Person has no such appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
• 1. The statement of rights of shareholders in relation to the appointment of proxies in notes 1 25 (inclusive) above does not apply to Nominated Persons. The rights described in these notes can only be exercised by shareholders of the Company.

Issued shares and total voting rights

1. As at 6.00 p.m. on 15 September 2010 (being the latest practicable business day prior to the publication of this Notice), the Company's issued share capital comprised 56,821,563 ordinary shares of 25 pence each, carrying one vote each and 80,000 7% cumulative preference shares of £1.00 each. In accordance with the Articles of Association of the Company, in view of the deferment of the payment of dividends in respect of the cumulative preference shares, holders of those shares are entitled to attend and vote whether in person or by proxy at the Meeting, and the cumulative preference shares carry one vote each. Therefore, the total number of voting rights in the Company as at 6.00 p.m. on 15 September 2010 is 56,901,563.

Questions at the Meeting

1. Under section 319A of the Companies Act 2006, the Company must answer any question you ask relating to the business being dealt with at the meeting unless: (i) answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; (ii) the answer has already been given on a website in the form of an answer to a question; or (iii) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

Voting

1. At the Meeting the votes will be taken by a poll rather than a show of hands and the results will be released to the London Stock Exchange and published on the Company's website www.volex.com. Poll cards will be issued upon registration to those attending the Meeting.

Website giving information regarding the Meeting

1. Information regarding the Meeting, including the information required by section 311A of the Companies Act 2006, is available from www.volex.com.

Documents on display

• 1. The following documents are available for inspection on any day (except Saturday, Sunday and Bank Holidays) up to and including the date of the Meeting during usual business hours at the registered office of the Company and will on the date of the Meeting be available for inspection at the place of the Meeting for at least 15 minutes before and during the Meeting:
• a copy of the Volex Group plc Performance Share Plan 2009 marked to show the amendments proposed to be made;
• a copy of the rules of the Volex Group plc Non-Executive Directors Long Term Incentive Scheme marked to show the amendments proposed to be made; and
• the rules of the Volex Group plc 2010 Joint Share Ownership Plan.

Communication

• 1. Except as provided above, members who have general queries about the Meeting should use the following means of communication (and no other methods of communication will be accepted):
• 0871 664 0300 (calls cost 10p per minute plus network extras; lines are open 8.30am to 5.30pm, Monday to Friday);

• by email to shareholder.services@capitaregistrars.com; or

• post to Capita Registrars, Northern House, Woodsome Park, Fenay Bridge, Huddersfield HD8 0GA.

• 1. You may not use any electronic address provided either in: (i) this Notice; or (ii) any related documents (including the Chairman's letter and proxy form), to communicate with the Company for any purposes other than those expressly stated.

APPENDIX

Summary of the principal terms of the proposed Volex Group PLC 2010 Joint Share Ownership Plan (the 2010 Plan)

• 1. Under the 2010 Plan, selected employees of members of the Volex group of companies may be invited to acquire, jointly with a trust established by the Company (the Trustee), a restricted joint beneficial interest in a given number of ordinary shares in the Company (Award Shares) on the terms of a joint ownership agreement (JOA). The JOA will include the grant of a right to acquire the Trustee's interest in Award Shares which become vested in consequence of a performance condition (as detailed below) being met. Under the JOA, if the Award Shares are sold, the participant and the Trustee will each receive a proportion of the proceeds of sale. The participant will receive the growth in value of the Award Shares over their market value at the time of award as reduced by an amount of simple interest accruing over a fixed 3 or 4 year period (at a rate determined by the Directors) on the initial value of the Award Shares. The balance of the proceeds of sale (ie the initial market value plus the simple interest) will accrue to the Trustee. However, if and insofar as the performance condition is achieved, a participant will have the option to acquire the Trustee's interest in the Award Shares for a consideration equal to the par value of the Award Shares (the Employee's Option).
• 1. A participant will not be required to pay for his or her interest in the Award Shares and will therefore incur charges to income tax and National Insurance contributions on both (a) the amount of the initial unrestricted market value of their interest as joint owner of the Award Shares (as agreed with HM Revenue & Customs) and, later, (b) upon the value of the Trustee's interest acquired upon exercise of the Employee's Option. Under existing tax rules, any gain accruing to the participant on a disposal of his or her interest in vested jointly owned shares or, following exercise of the Employee's Option, of the vested Award Shares, is expected to be charged to capital gains tax.
• 1. In effect, a participant to whom an award under the 2010 Plan (an Award) is made will, in economic terms, benefit to the same extent as if he or she had been made an award in respect of a corresponding number of ordinary shares under the PSP (in its existing form). However, the mechanism by which such benefit may be derived is substantively different. In particular, by contrast with a traditional nil-cost share option, a participant will, from the outset, have a restricted beneficial interest in the Award Shares. Benefits under the 2010 Plan are not pensionable.

Eligibility

1. Participation in the 2010 Plan will be open to: (i) employees of the Company or any other company within the Volex group of companies (the Group); and (ii) former employees of the Group now holding office as a Director.

Operation of the 2010 Plan

• 1. The operation of the 2010 Plan will be overseen by the Remuneration Committee of the Directors (the Committee). The Company may from time to time make contributions or loans to the Trustee to enable the Trustee to purchase in the market, or subscribe for, Award Shares.
• 1. It is intended that prospective participants of share-based incentive awards will, in future, be invited to indicate a preference as to whether an award made to them in that year should be in the form of an Award under the 2010 Plan, or an option granted pursuant to the existing PSP. Holders of existing options granted under the existing PSP will be offered the opportunity to exchange such rights for corresponding Awards under the 2010 Plan.

Performance Conditions

• 1. The benefit derived from an Award will be linked to the attainment of a condition relating to the performance of the Company over a 3 or 4 year period (as the case may be) beginning 24 August 2010 (the Relevant Performance Period). The performance conditions proposed to be set in relation to Awards made in 2010 (which will be the same as those set in relation to the awards made in 2010 under the 2009 PSP) are that none of the Award Shares will vest unless the "total shareholder return" (as defined below) measured over the Relevant Performance Period is at least £2.25 per ordinary share in the case of the 3-year period (or £2.50 per ordinary share in the case of the 4-year period). If the total shareholder return is £3.28 per ordinary share in the case of the 3-year period (or £3.72 in the case of the 4-year period), 25% of the Award Shares will vest. If the total shareholder return is at least £6.20 per ordinary share in the case of the 3-year period (or £7.00 in the case of the 4-year period), all of the Award Shares will vest. If the total shareholder return is between either of those threshold levels, the number or proportion of Award Shares which will vest will be calculated, on a straight-line basis, at between 0% and 25%, or between 25% and 100%, between the relevant threshold levels of total shareholder return. For these purposes, "total shareholder return" means the aggregate of (a) the average of the middle-market prices of an ordinary share in the Company for each dealing day in the month preceding the end of the relevant performance period; plus (b) dividends paid or declared (provided that the relevant shares are ex-dividend) on the Award Shares in the relevant performance period and (c) interest at 3% on dividends paid in that period on the Award Shares.
• 1. If, before the third (or, in the case of 4-year Awards, the fourth) anniversary of an Award (the Vesting Date) there occurs a change of control of the Company (as detailed below) or a participant ceases to hold office or employment within the Group, then the Committee will determine the extent to which the performance condition is to be deemed to have been met at that time (having regard to the performance of the Company since the beginning of the Relevant Performance Period) and, accordingly, the proportion of Award Shares which vest. If such event occurs before the first anniversary of the date of an Award, the number of Award Shares which vest will be further reduced to a proportion corresponding to such proportion of the Relevant Performance Period as has then elapsed.

Timing of Awards

1. Awards may not be made at any time if, to do so, would cause the Company or any other person to be in breach of the Model Code. No Awards may be made more than 10 years after the approval by shareholders of the 2010 Plan.

Non-transferability of Awards

1. Awards are not transferable. If a participant dies, his rights under the JOA may be exercised by his personal representatives.

Change of control

1. If, before the Vesting Date, there occurs a change of control of the Company as a result of its shareholders accepting a takeover offer or approving a scheme of arrangement having the same effect, the Trustee will then have the right to buy back the participant's interest in the unvested Award Shares for a nominal amount. The Trustee and the participant may accept an offer that has been made for the vested Award Shares or otherwise exercise any rights attaching to the vested Award Shares.

Cessation of office or employment

1. If, before the Vesting Date, a participant ceases to hold office or employment within the Group then, unless the Trustee (acting on the recommendation of the Committee) otherwise determines, the Employee's Option will lapse and his or her interest in the unvested jointly owned shares will be forfeited. If, on or after the Vesting Date, a participant ceases to hold office or employment within the Group, the Trustee will have the right to buy back the participant's interest in the unvested Award Shares for a nominal amount. The participant may then allow the joint ownership of vested Award Shares to continue or may either join in selling in the market the vested Award Shares or exercise the Employee's Option in respect of the vested Award Shares so as to acquire the entire beneficial interest in such Award Shares.

Participant's Call Option

1. A participant will have the right, exercisable normally only after the Vesting Date or, if earlier, a change of control of the Company, to call on the Trustee to sell in the market some or all of the vested Award Shares or, by exercise of the Employee's Option, to acquire the entire beneficial interest in the vested Award Shares.

Dividends on and voting rights attaching to Award Shares

1. Under the JOA, the joint owners of the Award Shares waive their entitlement to dividends on Award Shares. If a participant exercises the Employee's Option and acquires the entire beneficial Award Shares, the participant will then be entitled to dividends on such shares. Under the JOA, a participant and the Trustee will not, in the absence of agreement, exercise any voting rights attaching to the jointly owned Award Shares.

Company reorganisations and reconstructions

1. If there occurs a reorganisation or reconstruction of the share capital of the Company which results in a new holding being equated with the original holding of shares under the JOA for capital gains tax purposes, shares or other securities comprised in the new holding shall be held subject to the terms of the JOA.

Issue of new Shares

1. Subject to the limits described below, the Company will issue new ordinary shares for the purposes of the 2010 Plan. Such ordinary shares will, in relation to Awards made in 2010, be issued to a participant and the Trustee for a consideration equal to their nominal or par value paid by the Trustee using funds advanced on loan to the Trustee by the Company. The number of ordinary shares issued or in respect of which rights to subscribe may be granted (and have not lapsed or been exercised) pursuant to the 2010 Plan and any other employee share scheme in any period of 10 years shall not exceed 11 per cent of the ordinary share capital of the Company in issue from time to time.

Individual limit on Awards

17 Normally, no eligible employee will be entitled to receive an Award under the 2010 Plan in any financial year of the Company if the market value of the shares subject to that Award, when aggregated with the market value of the shares subject to all or any other Awards made under the 2010 Plan to that person in the same year, would exceed 100% of his annual salary. For the purpose of calculating this limit, the market value of a share subject to any Award shall be taken to be the average of the closing middle market quotations for a share as derived from the daily Official List of the London Stock Exchange for the five consecutive dealing days immediately preceding the date of grant of the Award. However, in circumstances which the Committee considers to be appropriate, it may recommend the grant of an Award under the 2010 Plan in any financial year to an eligible employee in excess of the 100% annual salary limit referred to above and in such circumstances Awards in excess of such limit may be granted.

Amendments to the 2010 Plan

1. The Directors, acting only on the recommendation of the Committee, may amend the terms of the 2010 Plan. However, the provisions relating to the eligibility of participants, the overall limits on the number of shares subject to the 2010 Plan, the terms of an Award relating to a participant's entitlement to exercise the rights attaching to shares as set out in a JOA and the adjustment thereof if there is a capitalisation, rights issue or open offer, sub-division or consolidation of shares or reduction of capital or any other variation of capital, cannot be altered to the advantage of participants without the prior approval of shareholders of the Company in general meeting. As an exception to this requirement for shareholder consent, shareholder consent shall not be required in respect of minor amendments to benefit the administration of the 2010 Plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants in the 2010 Plan or for any member of the Group.

The above summary of the principal terms of the 2010 Plan does not form part of the rules of the 2010 Plan and should not be taken as affecting the interpretation of its terms and conditions. The Directors reserve the right up to the time of the Meeting to make such amendments and additions to the rules of the 2010 Plan as they consider necessary or appropriate provided that such amendments do not conflict in any material respect with this summary.