VOLEX PLC — Proxy Solicitation & Information Statement 2013

Jun 21, 2013

ATTENDANCE CARD
VOLEX PLC – ANNUAL GENERAL MEETING 2013

To be held at 2.00p.m. at the offices of Volex plc, 10 Eastbourne Terrace, London W2 6LG on Monday, 22 July 2013.

If you wish to attend this meeting in your capacity as a holder of Ordinary 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

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FORM OF PROXY
VOLEX PLC – ANNUAL GENERAL MEETING

Bar Code:

Investor 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
Event Code:

as my/our proxy to vote on my/our behalf at the Annual General Meeting of the Company to be held at 2.00p.m. on Monday, 22 July 2013 at the offices of Volex plc and at any adjournment thereof. I/we have indicated with a 'X' 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 'X' to indicate how you wish to vote	For	Against	Vote Withheld
ORDINARY RESOLUTIONS
1. To receive and consider the Reports of the Directors and the Auditors and the Accounts for the year ended 31 March 2013.	☑	☑	☑
2. To approve the Directors' Remuneration Report.	☑	☑	☑
3. To declare a final dividend of 3.0 cents per Ordinary share.	☑	☑	☑
4. To approve the scrip dividend alternative scheme.	☑	☑	☑
5. To elect Daniel Abrams as a Director.	☑	☑	☑
6. To elect Christoph Eisenhardt as a Director.	☑	☑	☑
7. To re-elect Mike McTighe as a Director.	☑	☑	☑
8. To re-elect Richard Arkle as a Director.	☑	☑	☑
RESOLUTIONS	Please mark 'X' to indicate how you wish to vote	For	Against	Vote Withheld
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ORDINARY RESOLUTIONS
9. To re-appoint PricewaterhouseCoopers LLP as the auditors of the Company.	☑	☑	☑
10. To authorise the Directors of the Company to determine the auditors' remuneration.	☑	☑	☑
11. To authorise the Directors to allot shares in the Company pursuant to section 551 of the Companies Act 2006.	☑	☑	☑
SPECIAL RESOLUTIONS
12. To authorise the Directors to allot equity securities pursuant to sections 560, 561(1) and 570 of the Companies Act 2006.	☑	☑	☑
13. To approve the purchase of ordinary shares pursuant to section 701 of the Companies Act 2006.	☑	☑	☑
14. To permit general meetings (other than the Annual General Meeting) to be called on 14 clear days' notice.	☑	☑	☑
15. To amend the Company's Articles of Association.	☑	☑	☑

Signature ____ Date ____

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Notes

1. Every holder 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 overleaf). If you sign and return the proxy form with no name inserted in the space provided, the Chairman will be deemed to be your proxy. 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). Where you appoint as your proxy someone other than the Chairman, you are responsible for ensuring that they attend the meeting and are aware of your voting instructions.

2. 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.

3. 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.

4. 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.

5. Please indicate with a cross in the appropriate box how you wish your votes to be cast. If you do not make a specific direction, the proxy will vote (or abstain from voting) at his or her discretion. On any other business which properly comes before the meeting (including a motion to amend or adjourn the meeting) the proxy will vote or abstain at his or her discretion.

6. 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 6.00p.m. 18 July 2013. 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.

7. 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.

8. 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.

9. This proxy form 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 2.00p.m. on 18 July 2013.

10. 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.

11. A corporation who is a member can appoint one or more corporate representatives who may exercise on its behalf all powers as a member provided they do not do so in relation to the same shares.

12. In the case of a corporation, the proxy form must be executed under its common seal or signed accordingly by a duly authorised officer of the corporation or their attorney.

13. In the case of proxy appointments whereby one or more joint holders appoint a proxy, it is only the appointment of the most senior holder that will be accepted. Seniority is determined by the order in which the names of the holders appear in the Company's register of members.

Business Reply
Licence Number
RSBH-UXKS-LRBC

PXS
34 Beckenham Road
BECKENHAM
BR3 4TU