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VOLEX PLC Proxy Solicitation & Information Statement 2010

Sep 16, 2010

8012_agm-r_2010-09-16_76280e1c-6be6-4504-b429-b33130e5f3c5.pdf

Proxy Solicitation & Information Statement

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ATTENDANCE CARD VOLEX GROUP PLC ("the Company") - GENERAL MEETING

You may submit your proxy electronically using the Share Portal service at www.capitashareportal.com. If not already registered for the Share Portal, you will need your Investor Code below.

To be held at 2.00pm on 1 October 2010 at the offices of Volex Group plc, 10 Eastbourne Terrace, London, W2 6LG

Barcode:

If you wish to attend this meeting in your capacity as a holder of Ordinary or Preference Shares, please sign this card and on arrival hand it to the Company's registrars. This will facilitate entry to the meeting.

Signature of person attending

Investor Code:

FORM OF PROXY VOLEX GROUP PLC - GENERAL MEETING

Bar Code:
Investor Code:
Event Code:
I/We being a member of the Company hereby appoint the Chairman of the meeting or (see note 1 overleaf)
Name of proxy
Number of shares proxy appointed over
as my/our proxy to vote on my/our behalf at the General Meeting of the Company to be held at 2.00pm on 1 October 2010 at the offices of Volex Group plc
and at any adjournment thereof. I have indicated with a ' ' how I/we wish my/our votes to be cast on the following resolutions:
If you wish to appoint multiple proxies please see note 2 overleaf.
Please also tick here if you are appointing more than one proxy.
RESOLUTIONS
Please mark ' '
to indicate how you wish to vote
Vote Withheld
Discretionary
Against
For
1. To approve the release of the special reserve created in connection with the capital reduction
carried out on 18 October 2005.
2. To approve the proposed amendments to the Volex Group plc Performance Share Plan 2009.
3. To approve the proposed amendments to the Volex Group plc Non-Executive Directors Long
Term Incentive Scheme.
4. To approve and adopt the Volex Group 2010 Joint Share Ownership Plan.
You may submit your proxy
electronically at

www.capitashareportal.com

Signature Date

69305 Volex proxy.indd 1 9/9/10 11:20:09

Job No 69305 job name Volex proxy Date started 27.08.10 Started by Tammy
previous job no 68574 date amend
ed
09.09.10 Amend
ed by
ann
a
Proof no 4
template name size 210x297 colours Black
saved in Proxy a/c hand
ler
Vian
Luu
client's name M Milligan

Notes

    1. Every shareholder has the right to appoint some other person(s) of their choice, who need not be a shareholder as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see over). 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 (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
    1. To appoint more than one proxy you may photocopy this form. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate 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. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communication from the Company in accordance with section 146 of the Companies Act 2006 ("nominated persons"). Nominated persons may have a right under an agreement with the registered shareholder who holds shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.
    1. The 'Vote Withheld' option 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 the votes 'For' and 'Against' a resolution.
    1. Entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at 6pm on 29 September 2010. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
    1. Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual.
    1. Shareholders wishing to vote online can do so 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 (see over).
    1. The completion and return of this form will not preclude a member from attending the meeting and voting in person. If you attend the meeting in person, your proxy appointment will automatically be terminated.
    1. The Form of Proxy over must arrive at Capita Registrars, 34 Beckenham Road, Beckenham, BR3 4TU during usual business hours accompanied by any Power of attorney under which it is executed (if applicable) no later than 2.00pm on 29 September 2010.
    1. If you prefer, you may return the proxy form to the Registrar in an envelope addressed to FREEPOST RSBH-UXKS-LRBC, PXS, 34 Beckenham Road, Beckenham, BR3 4TU.

Business Reply Licence Number RSBH-UXKS-LRBC

PXS 34 Beckenham Road Beckenham BR3 4TU