VOLEX PLC — AGM Information 2015

Jul 24, 2015

THE COMPANIES ACT 2006

COMPANY LIMITED BY SHARES

RESOLUTIONS

of

VOLEX PLC

(Passed 24 July 2015)

At the ANNUAL GENERAL MEETING of the above-named Company, duly convened and held at 10 Eastbourne Terrace, London, W2 6LG on 24 July 2015 at 10 a.m. the following special business resolutions were passed of which numbers 6 and 9 were ordinary resolutions and numbers 7, 8 and 10 were special resolutions:

• 1. THAT, the Directors be and are hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the '2006 Act'), in substitution for all subsisting authorities, to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company:
• (a) up to an aggregate nominal amount of $£7,520,991$ ; and

• (b) comprising equity securities (within the meaning of section 560 of the 2006 Act) up to an aggregate nominal amount of £7,520,991 in connection with a rights issue in favour of the holders of equity securities and any other persons entitled to participate in such issue where the equity securities respectively attributable to the interests of such holders and persons are proportionate (as nearly as may be practicable) to the respective number of equity securities held by them, subject only to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with fractional entitlements or legal or practical problems under the laws of, or the requirements of, any regulatory body or any stock exchange in any territory or otherwise, and such power shall expire on the conclusion of the Annual General Meeting of the Company to be held in 2016 or on 30 September 2016, whichever is earlier. but so that the Company may before such expiry make an offer or agreement which would or might require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry, and the Directors may allot shares or grant rights to subscribe for or convert securities into shares in pursuance of such offer or agreement as if the power conferred by this resolution had not expired.

• 1. THAT, subject to the passing of Resolution 6, the Directors be and are hereby empowered pursuant to section 570 of the Companies Act 2006 (the '2006 Act') to allot equity securities (as defined in section 560 of the 2006 Act) for cash, pursuant to the general authority conferred by Resolution 6, as if section 561(1) and sub-sections $(1) - (6)$ of section 562 of the 2006 Act did not apply to such allotment, provided that this power shall be limited to:
• (a) the allotment of equity securities in connection with an issue or offering in favour of holders of equity securities (but in the case of the authority granted under paragraph (b) of Resolution 6 by way of rights issue only) and any other persons entitled to participate in such issue or offering where the equity securities respectively may be attributable to the interests of such holders and persons are proportionate (as nearly as may be practicable) to the respective number of equity securities held by or deemed to be held by them on the record date of such allotment, subject to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with fractional entitlements or legal or practical problems under the laws of any territory or the regulations or requirements of any regulatory authority or any stock exchange in any territory; and
• (b) the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nominal amount of £2,256,297,

and such power shall expire on the conclusion of the Annual General Meeting of the Company to be held in 2016 or on 30 September 2016, whichever is earlier, but so that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry, and the Directors may allot equity securities in pursuance of such offer or agreement as if the power conferred by this resolution had not expired.

This power applies in relation to a sale of shares that is an allotment of equity securities by virtue of section 560(3) of the 2006 Act as if in the first paragraph of this resolution the words 'pursuant to the general authority conferred by Resolution 6' were omitted.

• 1. THAT, the Company be generally and unconditionally authorised, pursuant to section 701 of the Companies Act 2006 (the '2006 Act'), to make market purchases (as defined in section 693 of the 2006 Act) of up to 9,025,189 ordinary shares of 25p each in the capital of the Company ('Ordinary Shares') on such terms and in such manner as the Directors of the Company may from time to time determine, provided that:
• (a) the amount paid for each Ordinary Share (exclusive of expenses) shall be not more than the higher of (i) 5% above the average market value of an Ordinary Share as derived from the Daily Official List of London Stock Exchange plc for the five business days before the date on which the contract for the purchase is made, or (ii) an amount equal to the higher of the price of the last independent trade of an Ordinary Share and current independent bid for an Ordinary Share as derived from the London StockExchange Trading System or less than 25p per Ordinary Share, being the nominal amount thereof; and
• (b) the authority herein contained shall expire at the conclusion of the Annual General Meeting of

the Company to be held in 2016 or on 30 September 2016, whichever is earlier, provided that the Company may, before such expiry, make a contract to purchase its own Ordinary Shares which would or might be executed wholly or partly after such expiry, and the Company may make a purchase of its own Ordinary Shares in pursuance of such contract as if the authority hereby conferred had not expired.

9. THAT.

• (a) the Volex Deferred Share Bonus Plan 2015 (the 'DBP 2015'), a copy of the rules of which has been produced to the meeting and signed by the Chairman for the purpose of identification and a summary of the main provisions of which is set out in the Appendix on pages 9 and 10 of the Notice of Annual General Meeting and Explanatory Notes, be and is hereby approved;
• (b) the remuneration policy of the Company as amended to facilitate the deferral and payment of annual bonuses in shares, such amendments as reflected on pages 40 to 45 of the Directors' Remuneration Report contained within the annual report of the Company for the year ended 5 April 2015, be and is hereby approved; and
• (c) the board of directors of the Company be and is hereby authorised to do all such acts and things as it may consider necessary or desirable to give effect to the DBP 2015 including the establishment of other deferred share bonus plans for the benefit of employees located outside the UK based on the DBP 2015 but modified to take account of local tax, exchange control or securities laws in overseas territories provided that any shares made available under any such further plans are treated as counting against the limits on individual or overall participation in the DBP 2015.
• 1. THAT, a general meeting of the Company other than an annual general meeting may be called on not less than 14 clear days' notice.

Chuw.

....................................... Chairman