Melrose Industries : Resolution passed at the General Meeting

Company Number: 09800044

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

Resolution passed at the General Meeting

of Melrose Industries PLC (the "Company")

held on 30 March 2023

At a General Meeting of the Company duly convened and held at 10.00 a.m. on 30 March 2023 at Investec Bank plc, 30 Gresham Street, London EC2V 7QN, the following Resolution was duly passed as an ordinary resolution:

ORDINARY RESOLUTION

THAT:

· each holding of three Existing Melrose Shares as shown in the register of members of Melrose at a record date and time to be determined by the board of directors of the Company (the "Board") (or a duly appointed committee thereof), at the discretion of the Board (or a duly appointed committee thereof), be consolidated into one ordinary share of 160/7 pence each in the capital of the Company (each resulting share being a "New Melrose Share") and in such ratio for any other number of Existing Melrose Shares so held, PROVIDED THAT where such consolidation results in any member being entitled to a fraction of a New Melrose Share, such fraction shall, so far as possible, be aggregated with the fractions of New Melrose Shares to which other members of the Company may be entitled and the directors of the Company (the "Directors") be and are authorised to sell (or appoint any other person to sell), on behalf of the relevant members, all the New Melrose Shares representing such fractions at the best price reasonably obtainable to any persons, and to pay the proceeds of sale (net of expenses) in due proportion to the relevant members entitled thereto (save that any fraction of a penny which would otherwise be payable shall be rounded up or down in accordance with the usual practice of Equiniti Limited (the "Registrar") and, if the proceeds are less than £5.00 in the case of any one Shareholder, they will be donated to a charity chosen by the Board of the Company) and that any Director (or any person appointed by the Directors) shall be and is authorised to execute one or more instrument(s) of transfer in respect of such shares on behalf of the relevant members and to do all acts and things the Directors consider necessary or expedient to effect the transfer of such shares to, or in accordance with the directions of, any buyer of any such shares (the "Melrose Share Consolidation");

· upon the recommendation and conditional on the approval of the Directors and immediately prior to the ordinary shares ("Dowlais Shares") of Dowlais Group plc ("Dowlais") being admitted to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of the London Stock Exchange ("Dowlais Admission"), in connection with the proposed demerger of Dowlais and its business from the Company on the terms, and subject to the conditions, of the demerger agreement between Dowlais and the Company dated 2 March 2023 (the "Demerger" and the "Demerger Agreement"), the Company make an interim distribution in specie of 1,351,475,321 Dowlais Shares to holders of ordinary shares of the Company ("Melrose Shares") on the register of members of the Company at 10:00 p.m. on 19 April 2023 (or such other time and/or date as the Directors may determine) (the "Demerger Record Time") (each such holder being a "Qualifying Shareholder"), in the proportion of one Dowlais Share for each Melrose Share then held by each Qualifying Shareholder, so that immediately prior to Dowlais Admission each Qualifying Shareholder will hold an entitlement to one Dowlais Share for each Melrose Share held by such Qualifying Shareholder at the Demerger Record Time (the "Demerger Distribution"), provided that for Shareholders to whom it is not possible or impractical without undue expense, complexity or registration or filing in another jurisdiction to make an in specie distribution of Dowlais Shares, the Board is authorised to, at its discretion (or at the discretion of a duly appointed committee thereof), sell (or procure the sale of) the Dowlais Shares to which they would otherwise be entitled in the market and pay the net proceeds to such Shareholders in settlement of their entitlement to the distribution. Each and any of the Directors be and is authorised to do or procure to be done all such acts and things on behalf of the Company and each of its subsidiaries as they may, in their discretion, consider necessary or expedient for the purpose of giving effect to the Demerger Distribution with such amendments, modifications, variations or revisions thereto as are not of a material nature;

· the Demerger, on the terms, and subject to the conditions, of the Demerger Agreement and all agreements entered into pursuant to or in connection with the Demerger, with such modifications (if any) as may be made in the manner specified below, be and is approved for the purposes of Chapter 10 of the Listing Rules, as amended, and generally;

· each and any of the Directors be and is authorised to conclude and implement the Demerger in accordance with the terms and conditions of the Demerger Agreement and all agreements entered into pursuant to or in connection with the Demerger and to do or procure to be done all such acts and things on behalf of the Company and each of its subsidiaries as they may, in their discretion, consider necessary or expedient for the purpose of giving effect to the Demerger with such amendments, modifications, variations or revisions thereto as are not of a material nature; and

· conditional on Dowlais Admission, the following adjustments to the Company's incentive arrangements be implemented:

· the 2020 Melrose Employee Share Plan be amended, the principal terms of such amendments being summarised in Part VII of the Circular to Shareholders accompanying this Notice of General Meeting and the rules of which will be produced at the meeting and for the purposes of identification initialled by the Chairman, and the Board be and is authorised to do all such acts and things necessary or desirable to implement the proposed amendments to the 2020 Melrose Employee Share Plan, and to establish such further plans based on the 2020 Melrose Employee Share Plan or schedules to the 2020 Melrose Employee Share Plan as the Board considers necessary or desirable but which have been modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any Shares made available under such further plans or schedules are treated as counting against any limits on individual or overall participation in the 2020 Melrose Employee Share Plan; and

· the Melrose Automotive Share Plan, the principal terms of which are summarised in Part VII of the Circular to Shareholders accompanying this Notice of General Meeting and the rules of which will be produced at the meeting and for the purposes of identification initialled by the Chairman, be and are approved and the Board be and is authorised to do all such acts and things necessary or desirable to establish and implement the Melrose Automotive Share Plan, and to establish such further plans based on the Melrose Automotive Share Plan or schedules to the Melrose Automotive Share Plan as the Board considers necessary or desirable but which have been modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any Dowlais Shares made available under such further plans or schedules are treated as counting against any limits on individual or overall participation in the Melrose Automotive Share Plan; and

· the 2020 Directors' Remuneration Policy be and is revised, such that the sections relating to the 2020 Melrose Employee Share Plan in column 1 of the table set out in the Appendix to the Notice of General Meeting (Proposed Revisions to the 2020 Directors' Remuneration Policy) shall be replaced by the sections set out in column 2 of the table set out in the Appendix to the Notice of General Meeting (Proposed Revisions to the 2020 Directors' Remuneration Policy), other than where column

2 states "No amendment proposed".

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