Melrose Industries : Notice of Annual General Meeting (notice of annual general meeting)

The Annual General Meeting of Melrose Industries PLC (the "Company") will be held at 12.00 pm on Wednesday 30 April 2025 at The Royal Aeronautical Society,

4 Hamilton Place, London W1J 7BQ.

This document is important and requires your immediate attention. If you are in any doubt as to the action you should take, you should consult your stockbroker, bank, solicitor, accountant, fund manager or other independent financial advisor authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, another appropriately authorised independent financial advisor.

If you have sold or otherwise transferred or sell or otherwise transfer all of your shares in the Company, please send this document, together with the accompanying form of proxy, as soon as possible to the purchaser or transferee or to the agent through whom the sale or transfer was effected for delivery to the purchaser or transferee.

Notice is given that the Annual General Meeting of the Company will be held at The Royal Aeronautical Society, 4 Hamilton Place, London W1J 7BQ at 12.00 pm on Wednesday 30 April 2025 for the purposes set out below. Resolutions 1 to 14 (inclusive) will be proposed as ordinary resolutions and resolutions 15 to 18 (inclusive) as special resolutions.

Ordinary resolutions

1. To receive the Company's audited financial statements for the financial year ended 31 December 2024, together with the Directors' report, the Strategic Report and the Auditor's report on those financial statements.

• 2. To approve the Directors' Remuneration Report for the year ended 31 December 2024, as set out on pages 136 to 155 of the Company's 2024 Annual Report.

• 3. To approve a final dividend of 4.0 pence per ordinary share for the

• year ended 31 December 2024.

• 4. To re-elect Peter Dilnot as a Director of the Company.

• 5. To re-elect Matthew Gregory as a Director of the Company.

• 6. To re-elect David Lis as a Director of the Company.

• 7. To re-elect Charlotte Twyning as a Director of the Company.

• 8. To re-elect Heather Lawrence as a Director of the Company.

• 9. To re-elect Gillian Elcock as a Director of the Company.

• 10. To elect Chris Grigg as a Director of the Company.

• 11. To elect Ian Barkshire as a Director of the Company.

• 12. To re-appoint PricewaterhouseCoopers LLP as auditor of the Company to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting of the Company at which accounts are laid.

• 13. To authorise the Audit Committee to determine the remuneration of the auditor of the Company.

• 14. That, in accordance with section 551 of the Companies Act 2006 (the "Act"), the directors of the Company (the "Directors") be and are generally and unconditionally authorised to allot shares in the Company, or to grant rights to subscribe for or to convert any security into shares in the Company ("Rights"):

  • (A) up to an aggregate nominal amount of £426,200; and

  • (B) comprising equity securities (as defined in section 560 of the Act) up to an aggregate nominal amount of £852,401 (such amount to be reduced by the aggregate nominal amount of any allotments or grants made under paragraph (A) of this resolution) in connection with a fully pre-emptive offer:

    • (i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

    • (ii) to holders of other equity securities as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary,

  and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter, such authorities to expire at the conclusion of the Company's next Annual General Meeting after this resolution is passed or, if earlier, at the close of business on 30 June 2026, but, in each case, so that the Company may make offers or agreements before the authority expires which would or might require shares to be allotted or Rights to be granted after the authority expires, and so that the Directors may allot shares or grant Rights in pursuance of any such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

1

Special resolutions

15. That, subject to the passing of resolution 14, the Directors be and are generally empowered to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authorities granted by resolution 14 and/or to sell ordinary shares held by the Company as treasury shares for cash, in each case as if section 561 of the Act did not apply to any such allotment or sale, provided that this power shall be limited:

(A) to the allotment of equity securities in connection with an offer of equity securities (but in the case of an allotment pursuant to the authority granted under paragraph (B) of resolution 14, such power shall be limited to the allotment of equity securities in connection with a fully pre-emptive offer):

• (i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

• (ii) to holders of other equity securities, as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary, and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter;

(B) to the allotment (otherwise than in circumstances set out in paragraph (A) of this resolution) of equity securities pursuant to the authority granted by paragraph (A) of this resolution or sale of treasury shares up to an aggregate nominal amount of £63,930; and

(C) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (A) or paragraph (B) of this resolution) up to an aggregate nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (B) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such powers to expire at the conclusion of the Company's next Annual General Meeting after this resolution is passed or, if earlier, at the close of business on 30 June 2026, but, in each case, so that the Company may make offers or agreements before the power expires which would or might require equity securities to be allotted (and/or treasury shares sold) after the power expires and so that the Directors may allot equity securities (and/or sell treasury shares) in pursuance of any such offer or agreement notwithstanding that the power conferred by this authority has expired.

16. That, subject to the passing of resolution 14 and in addition to any power granted under resolution 15, the Directors be and are generally empowered to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authorities granted by resolution 14 and/or to sell ordinary shares held by the Company as treasury shares for cash, in each case as if section 561 of the Act did not apply to any such allotment or sale, provided that this power shall be:

(A) limited to the allotment of equity securities pursuant to the authority granted by paragraph (A) of resolution 14 or sale of treasury shares up to a nominal amount of £63,930 such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months of the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice; and

(B) limited to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (A) of this resolution) up to an aggregate nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (A) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice, such powers to expire at the conclusion of the Company's next Annual General Meeting after this resolution is passed or, if earlier, at the close of business on 30 June 2026, but, in each case, so that the Company may make offers or agreements before the power expires which would or might require equity securities to be allotted (and/or treasury shares sold) after the power expires and so that the Directors may allot equity securities (and/or sell treasury shares) in pursuance of any such offer or agreement notwithstanding that the power conferred by this authority has expired.

• 17. That the Company be and is generally and unconditionally authorised for the purpose of section 701 of the Act to make one or more market purchases (within the meaning of section 693(4) of the Act) of ordinary shares in the capital of the Company provided that:

  (A) the maximum aggregate number of ordinary shares authorised to be purchased is 191,662,555;

  • (B) the minimum price which may be paid for an ordinary share is the nominal value of an ordinary share at the time of such purchase;

  • (C) the maximum price which may be paid for an ordinary share is not more than the higher of:

    • (i) 105% of the average of the middle-market quotation for an ordinary share as derived from the Daily Official List of the London Stock Exchange for the five business days immediately preceding the day on which the ordinary share is purchased; and

    • (ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out, in each case, exclusive of expenses;

  • (D) this authority shall expire at the conclusion of the Company's next Annual General Meeting after this resolution is passed or, if earlier, at the close of business on 30 June 2026;

  • (E) the Company may make a contract of purchase of ordinary shares under this authority which would or might be executed wholly or partly after the expiry of this authority, and may make a purchase of ordinary shares in pursuance of any such contract; and

  • (F) any ordinary shares purchased pursuant to this authority may either be held as treasury shares or cancelled by the Company, depending on which course of action is considered by the Directors to be in the best interests of shareholders at the time.

• 18. That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.

Recommendation

The Board believes that each of the resolutions to be proposed at the Annual General Meeting is in the best interests of the Company and its shareholders as a whole. Accordingly, the Directors unanimously recommend that ordinary shareholders vote in favour of all of the resolutions proposed, as the Directors intend to do in respect of their own beneficial holdings.

By order of the Board:

Warren Fernandez

Company Secretary

31 March 2025

Registered Office:

11th Floor The Colmore Building 20 Colmore Circus Queensway Birmingham

West Midlands B4 6AT

Explanatory notes to the proposed resolutions

Resolutions 1 to 14 (inclusive) are proposed as ordinary resolutions, which means that for each of those resolutions to be passed, more than half the votes cast must be cast in favour of the resolution. Resolutions 15 to 18 (inclusive) are proposed as special resolutions, which means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be cast in favour of the resolution.

Resolution 1 - Receipt of 2024 Annual Report and Financial Statements

The Directors are required to lay the Company's financial statements, the Strategic Report and the Directors' and Auditor's reports on those financial statements (collectively, the "2024 Annual Report") before shareholders each year at the Annual General Meeting ("AGM").

Resolution 2 - Approval of Directors' remuneration report

The Directors' remuneration report (the "Directors' Remuneration Report") is presented in two sections:

• • the annual statement from the Chair of the Remuneration Committee; and

• • the annual report on remuneration.

The annual statement from the Chair of the Remuneration Committee, set out on pages 136 and 137 (inclusive) of the 2024 Annual Report, summarises, for the year ended 31 December 2024, the major decisions taken on Directors' remuneration, any substantial changes relating to Directors' remuneration made during the year, and the context in which those changes occurred and decisions have been taken.

The annual report on remuneration, set out on pages 138 to 155 (inclusive) of the 2024 Annual Report, provides details of the remuneration paid to Directors in respect of the year ended 31 December 2024, including base salary, taxable benefits, short-term incentives, long-term incentives vested in the year, pension-related benefits, any other items in the nature of remuneration and any sum(s) recovered or withheld during the year in respect of amounts paid in earlier years.

The Company's auditors for the financial year ended 31 December 2024, PricewaterhouseCoopers LLP ("PwC"), have audited those parts of the Directors' Remuneration Report which are required to be audited and their report may be found on pages 158 to 167 of the 2024 Annual Report.

The Directors' Remuneration Report is subject to an annual advisory shareholder vote by way of an ordinary resolution. Resolution 2 is to approve the Directors' Remuneration Report and will not affect the way in which the Directors' remuneration policy has been implemented.

Resolution 3 - Declaration of final dividend

The Board is recommending, and shareholders are being asked to approve, the declaration of a final dividend of 4.0 pence per ordinary share for the year ended 31 December 2024. The final dividend will, subject to shareholder approval, be paid on 9 May 2025 to the holders of ordinary shares whose names are recorded on the register of members of the Company at the close of business on 28 March 2025.

Resolutions 4 to 11 (inclusive) - Re-election and election of Directors

In accordance with the UK Corporate Governance Code (the "Code") and the Company's Articles of Association (the "Articles"), every Director will stand for re-election at each AGM.

The Board considers that the contribution of each Director who is standing for re-election is, and continues to be, important to the sustainable success of the Company for the following reasons:

• • Peter Dilnot, Chief Executive Officer, is standing for re-election due to his considerable public company and industrial business experience. Peter joined Melrose in April 2019, serving as both an Executive Director and Chief Operating Officer during that time, in addition to fulfilling the role of Chief Executive Officer of GKN Aerospace for periods during his tenure. In parallel, Peter served as a Non-executive Director at Rotork plc for seven years, including three years as Senior Independent Director until he left the board in December 2023. Peter was previously the Chief Executive Officer of international recycling company Renewi PLC (formerly Shanks Group PLC) and a senior executive at Danaher Corporation. He also spent seven years at the Boston Consulting Group in London and Chicago, working primarily with industrial businesses. Peter has an engineering and aviation background and started his career as a helicopter pilot in the British Armed Forces. He also holds a degree in Mechanical Engineering.

• • Matthew Gregory, Chief Financial Officer, is standing for re-election due to his extensive knowledge of GKN Aerospace, having served as Chief Financial Officer for the business since September 2022. Matthew is a seasoned Chief Financial Officer with considerable public company leadership experience, having served as both Chief Executive Officer and Chief Financial Officer of FirstGroup plc and Chief Financial Officer of Essentra plc. Matthew has strong strategic and operational expertise, including in driving strategy and operational turnaround in complex multinational listed manufacturing and transportation companies, alongside international and corporate development experience. Matthew is a qualified chartered accountant, having started his career at Ernst & Young, working in London and Milan.

• • David Lis, Senior Independent Director, has held several senior roles in investment and fund management. He brings to the Board extensive financial experience and deep insight into the expectations of Melrose's institutional investor base. While David will have served on the Board for nine years in May 2025, the Nomination Committee and the Board have approved an extension of David's tenure as a Director and Senior Independent Director to 31 December 2025 in order to facilitate and implement the effective succession of the Non-executive Chairman, to assist with succession planning of key Board roles thereafter (including a successor Senior Independent Director), and to maintain an important degree of continuity among senior Board positions within the Company as it emerges from a transformational period that will have seen changes to its top three director roles of Chief Executive Officer, Chief Financial Officer and Chairman.

• • Charlotte Twyning, Non-executive Director, is standing for re-election due to her diverse range of experience and commercial acumen as well as her deep understanding of the Melrose business as she enters her third three-year term. Charlotte was appointed as a Non-executive Director on 1 October 2018 and has chaired the Nomination Committee since 1 January 2022. After a successful legal career specialising in competition and M&A law in the City, Charlotte has held various senior positions across a number of sectors, most recently in aviation and transportation. Charlotte has proven executive leadership and operational skills in large, complex organisations and has consistently succeeded in driving performance, leading large-scale sustainable transformations and building the foundations for growth throughout her career. She now enjoys a portfolio career, comprising a number of non-executive, trustee and advisory roles.

• • Heather Lawrence, Non-executive Director, is standing for re-election due to her diverse range of experience across the industrials and transportation sectors, having held senior roles within corporate finance and investment banking, as well as having the necessary expertise required to perform the role of Chair of the Audit Committee. Heather was appointed as a Non-executive Director on 1 June 2021 and has chaired the Audit Committee since 5 May 2022. Heather originally qualified as a chartered accountant and subsequently spent well over a decade working in senior roles within corporate finance and investment banking where she honed her experience across industrials and transportation businesses. Heather has significant non-executive experience, including as a Non-executive Director of Antofagasta PLC.

• • Gillian Elcock, Non-executive Director, is standing for re-election due to her extensive asset management and investment research experience, including covering the aerospace and defence sector. Gillian is the founder and former Managing Director of Denny Ellison, an independent investment research and training company. Prior to this, she worked as an equity research analyst for several years at Putnam Investments and Insight Investment. She also brings insight gained from several other non-executive director roles. She has two engineering degrees from MIT and an MBA from the Harvard Business School.

In accordance with the Articles:

• • Chris Grigg, Non-executive Director, is standing for election as a Director of the Company following his appointment to the Board on 1 October 2024. Chris will assume the position of Chairman from 30 March 2025. Chris has extensive senior executive experience as a former FTSE Chief Executive Officer, and within the aerospace and defence sector. He was a Non-executive Director of BAE Systems plc for 10 years until December 2023, latterly serving as its Senior Independent Director. In his executive career, Chris was Chief Executive of British Land from January 2009 and left the board in December 2020. Earlier in his career, Chris was Chief Executive of Barclays Commercial Bank, and Treasurer of Barclays Bank plc. Prior to Barclays, he spent 20 years at Goldman Sachs, latterly as a partner, having started his career at Morgan Grenfell. Chris is currently Chair of the National Wealth Fund (formerly known as the UK Infrastructure Bank) and its nominations committee, having served in those roles since April 2021. He is also Chair of Evelyn Partners and its nominations committee, having served in those roles since February 2022, prior to which he served as a Non-executive Director, and serves as a member of the FTSE Women Leaders Review's independent steering body.

• • Dr Ian Barkshire, Non-executive Director, is standing for election as a Director of the Company following his appointment to the Board on 1 October 2024. Ian brings a wealth of executive experience to the Board, having spent most of his career driving the development, commercialisation and delivery of innovative technologies and specialised products to the world's leading industrial companies. Ian was the Chief Executive Officer of Oxford Instruments plc between 2016 and 2023, spending over 20 years at the company in a number of leadership positions, including Chief Operating Officer, Group Technical Director and Divisional Head. Earlier in his career, Ian was Senior Principal Scientist at GEC-Marconi Materials, before which he was a Research Fellow at the University of York. Ian is a Fellow of the Royal Academy of Engineering and is currently a member of the Strategic Advisory Board of the UK National Quantum Technologies Programme as well as Chair of Illumion Limited, a technology start-up company.

Biographical details of each Director standing for re-election or election (as applicable) can be found on pages 108 and 109 (inclusive) of the 2024 Annual Report. All of the Non-executive Directors standing for re-election or election (as applicable) are currently considered independent under the Code.

Resolution 12 - Re-appointment of auditor

The Company is required to appoint an auditor at each general meeting at which accounts are laid before shareholders, to hold office until the next such meeting.

The Audit Committee has reviewed the effectiveness, performance, independence and objectivity of the existing external auditor, PwC, on behalf of the Board, and concluded that the external auditor was in all respects effective.

This resolution proposes the re-appointment of PwC until the conclusion of the next AGM of the Company at which accounts are laid.

Resolution 13 - Authority to agree auditor's remuneration

This resolution seeks authority for the Audit Committee to determine the level of the auditor's remuneration.

Resolution 14 - Authority to allot shares

This resolution seeks shareholder approval to grant the Directors the authority to allot shares in the Company, or to grant rights to subscribe for or convert any securities into shares in the Company ("Rights"), pursuant to section 551 of the Act (the "Section 551 authority"). The authority contained in paragraph (A) of the resolution will be limited to an aggregate nominal amount of £426,200, being approximately one-third of the Company's issued ordinary share capital (excluding treasury shares) as at 26 March 2025 (being the latest practicable date prior to the publication of this notice).

In line with guidance issued by the Investment Association, paragraph (B) of this resolution would give the Directors authority to allot shares in the Company or grant Rights in connection with a fully pre-emptive offer up to an aggregate nominal amount of £852,401, representing approximately two-thirds of the Company's issued ordinary share capital (excluding treasury shares) as at 26 March 2025 (being the latest practicable date prior to the publication of this notice). This resolution provides that such amount shall be reduced by the aggregate nominal amount of any allotments or grants under paragraph (A) of this resolution.

As at 26 March 2025, the Company held 32,872,550 ordinary shares in treasury, representing approximately 2.57% of the Company's issued ordinary share capital (excluding treasury shares) as at such date.

If approved, the Section 551 authority shall, unless renewed, revoked or varied by the Company, expire at the end of the Company's next AGM after the resolution is passed or, if earlier, at the close of business on 30 June 2026. The exception to this is that the Directors may allot shares or grant Rights after the authority has expired in connection with an offer or agreement made or entered into before the authority expired. The Directors have no present intention to exercise the Section 551 authority.

Resolutions 15 to 16 - Partial disapplication of pre-emption rights

If the Directors wish to allot new shares or other equity securities or sell treasury shares for cash (other than in connection with an executive or employee share scheme), company law requires that these shares are offered first to shareholders in proportion to their existing holdings. The statutory pre-emption rights may be disapplied by shareholders.

The purpose of resolution 15 is to authorise the Directors to allot new shares and other equity securities of the Company or sell shares held in treasury for cash: (a) in connection with a fully pre-emptive offer, subject to any arrangements that the Directors consider appropriate to deal with fractions and overseas requirements; (b) otherwise than pursuant to (a) up to an aggregate nominal value of £63,930, without first making an offer under company law to existing shareholders in proportion to their existing holdings; and (c) otherwise than pursuant to (a) and (b), 20% of the amount referred to in (b) for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Pre-emption Group's Statement of Principles (the "Pre-Emption Group Principles"). The limit of £63,930 is equivalent to 5% of the total issued ordinary share capital of the Company (excluding treasury shares) as at 26 March 2025, being the latest practicable date prior to publication of this Notice.

Resolution 16 is being proposed as a separate resolution to authorise the Directors to allot additional shares and other equity securities or sell shares held in treasury for cash up to a maximum nominal value of £63,930 (representing a further 5% of the issued ordinary share capital of the Company (excluding treasury shares) as at 26 March 2025, being the latest practicable date prior to publication of this Notice) otherwise than in connection with a pre-emptive offer to existing shareholders (the "Acquisition/SCI Disapplication"). This authority is limited to allotments and sales for the purposes of financing acquisitions or specified capital investments contemplated by the Pre-Emption Group Principles (or refinancing any such acquisition or investment within 12 months after the original transaction). The Directors intend to use this authority only in connection with an acquisition or specified capital investment which is announced contemporaneously with the issue or which has taken place in the preceding 12-month period and is disclosed in the announcement of the issue. The resolution also disapplies pre-emption rights in relation to a further 20% of the amount subject to the Acquisition/SCI Disapplication for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Pre-Emption Group Principles.

The Board acknowledges the provisions of the Pre-Emption Group Principles and confirms that it will follow the general principles set out therein. Having taking into consideration shareholder feedback, the Board has opted for a limit of 5% of the issued ordinary share capital of the Company (excluding treasury shares) in resolutions 15 and 16, rather than the limit of 10% set out in the Pre-Emption Group Principles, in order to seek alignment with shareholder preferences, balanced with the Board's belief that the 5% limit provides sufficient flexibility to the Company at this time. The Directors believe that it is appropriate to seek these authorities to give the Company the flexibility to raise further equity funding and to pursue acquisition opportunities as and when they arise, and to seek authority to make the follow-on offers so as to ensure that pre-emption is respected.

If approved, these powers shall apply until the end of the Company's next AGM after the resolutions are passed or, if earlier, until the close of business on 30 June 2026. The exception to this is that the Directors may allot equity securities after the power has expired in connection with an offer or agreement made or entered into before the power expired. The Directors have no present intention to exercise these powers and if ever used, the Directors intend to follow the shareholder protections and approach to follow-on offers as set out in paragraphs 1 and 3, respectively, of Section 2B of the Pre-Emption Group Principles.

Resolution 17 - Authority to purchase own shares

This resolution seeks shareholder approval to grant the Company the authority to purchase its own shares pursuant to sections 693 and 701 of the Act.

This authority is limited to an aggregate maximum number of 191,662,555 ordinary shares, representing approximately 14.99% of the Company's issued ordinary share capital (excluding treasury shares) as at 26 March 2025 (being the latest practicable date prior to the publication of this notice).

The maximum price which may be paid for an ordinary share will be an amount which is not more than the higher of: (i) 5% above the average of the middle market quotation for an ordinary share as derived from the Daily Official List of the London Stock Exchange for the five business days immediately preceding the day on which the ordinary share is purchased; and (ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out (in each case, exclusive of expenses).

If approved, the authority shall, unless varied, revoked or renewed, expire at the end of the Company's next AGM after the resolution is passed or, if earlier, at the close of business on 30 June 2026. The Directors intend to exercise their authority to continue the share buyback programme commenced by the Company at the beginning of October 2024.

Any shares purchased in the market under this authority may be either cancelled or held as treasury shares. No dividends are paid on shares while they are in treasury and no voting rights attach to treasury shares.

The Company does not have any outstanding share warrants.

Resolution 18 - Notice period for general meetings other than AGMs

This resolution seeks shareholder approval to allow the Company to continue to call general meetings (other than AGMs) on 14 clear days' notice. In accordance with the Act, as amended by the Companies (Shareholders' Rights) Regulations 2009, the notice period required for general meetings of the Company is 21 clear days unless shareholders approve a shorter notice period (subject to a minimum period of 14 clear days). In accordance with the Act, the Company must make a means of electronic voting available to all shareholders for that meeting in order to be able to call a general meeting on less than 21 clear days' notice.

The Company intends to only use the shorter notice period where this flexibility is merited by the purpose of the meeting and is considered to be in the interests of shareholders generally, and not as a matter of routine. AGMs will continue to be held on at least 21 clear days' notice.

The approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed.

Explanatory notes as to the proxy, voting and attendance procedures at the AGM

• 1. The holders of ordinary shares in the Company are entitled to attend the AGM and are entitled to vote. A member entitled to attend, speak and vote at the AGM is also entitled to appoint a proxy to exercise all or any of his/her rights to attend, speak and vote (both on a show of hands and a poll) at the AGM in his/her place. Such a member may appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to different shares. When two or more valid but different appointments of proxy are delivered or received for the same share for us at the AGM, the one which is last validly delivered or received (regardless of its date or the date of execution) shall be treated as replacing or revoking the other or others as regards that share). If the Company is unable to determine which appointment was last validly delivered or received, none of them shall be treated as valid in respect of that share. A proxy need not be a member of the Company.

• 2. A form of proxy which may be used to appoint and give proxy instructions for use at the AGM is enclosed with this notice. To be effective, a form of proxy must be completed and returned, together with any power of attorney or authority under which it is completed or a certified copy of such power or authority, so that it is received by the Company's registrar at the address specified on the form of proxy not less than 48 hours (excluding any part of a day that is not a working day) before the stated time for holding the meeting (or, in the event of an adjournment, not less than 48 hours before the stated time of the adjourned meeting (excluding any part of a day which is not a working day)). Returning a completed form of proxy will not preclude a member from attending the meeting and voting in person.

• 3. In the case of joint registered holders, the signature of one holder will be accepted and the vote of the senior who tenders a vote, whether in person or proxy, shall be accepted to the exclusion of the votes of the other joint holder or holders. For this purpose, seniority shall be determined by the order in which the names stand in the register.

• 4. Any person to whom this notice is sent who is a person nominated under section 146 of the Act 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 to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy 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. The statement of the rights of shareholders in relation to the appointment of proxies in notes 1 and 2 above does not apply to Nominated Persons. The rights described in notes 1 and 2 can only be exercised by the holders of ordinary shares in the Company.

• 5. To be entitled to attend and vote at the AGM (and for the purposes of the determination by the Company of the number of votes they may cast), members must be entered on the Company's register of members by 6.30 pm (BST) on 28 April 2025 (or, in the event of an adjournment, on the date which is two days, excluding any day which is not a working day, before the time of the adjourned meeting). Changes to entries on the register of members after this time shall be disregarded in determining the rights of any person to attend or vote at the meeting.

• 6. As at 26 March 2025 (being the latest practicable date prior to the publication of this notice), the Company's issued ordinary share capital consists of 1,278,602,771 ordinary shares of £0.001 pence each (excluding treasury shares), carrying the right to one vote each. Therefore, the total number of voting rights in the Company on 26 March 2025 was 1,278,602,771.

• 7. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual (available atwww.euroclear.com). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a 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.

• 8. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA19) by 12.00 pm (BST) on 28 April 2025. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

9. CREST members and, where applicable, their CREST sponsors, or voting service providers, should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. 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, to procure that his/her 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 system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

• 10. 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.

• 11. If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Company's registrar. For further information regarding Proxymity, please go towww.proxymity.io. Your proxy must be lodged by 12.00 pm (BST) on 28 April 2025 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.

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

• 13. Under section 527 of the Act, members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Act. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Act. Where the Company is required to place a statement on a website under section 527 of the Act, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Act to publish on a website.

• 14. Any member holding ordinary shares attending the meeting has the right to ask questions. The Company must answer any such questions relating to the business being dealt with at the meeting but no such answer need be given if: (i) to do so 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; and/or (iii) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

• 15. Voting at the AGM will be by poll. The Chairman of the AGM will invite each shareholder, corporate representative and proxy present at the meeting to complete a poll card indicating how they wish to cast their votes in respect of each resolution. In addition, the Chairman of the AGM will cast the votes for which he has been appointed as proxy. Poll cards will be collected during the meeting. Once the results have been verified by the Company's registrar, Equiniti, they will be notified to the Financial Conduct Authority, announced through a Regulatory Information Service and will be available to view on the Company's website.

• 16. A copy of this notice, and other information required by section 311A of the Act, can be found atwww.melroseplc.net/investors/shareholder-meetings.

• 17. You may not use an electronic address provided in either this notice or any related documents (including the form of proxy) to communicate with the Company for any purposes other than those expressly stated.

• 18. The following documents will be available for inspection upon request at the Company's registered office during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) from the date of this notice up to and including the date of the AGM and at the place of the AGM for 15 minutes prior to and during the meeting:

  • (A) copies of all service agreements under which Directors of the Company are employed by the Company or any subsidiaries; and

  • (B) a copy of the terms of appointment of the Non-executive Directors of the Company.

• 19. You may register your vote online by visiting Equiniti's website atwww.shareview.co.uk. In order to register your vote online, you will need to create an online portfolio using your Shareholder Reference Number which is set out on the enclosed form of proxy. Once signed up and logged in simply click "View" on the "My Investments" page and follow the on-screen instructions. The return of the form of proxy by post or registering your vote online will not prevent you from attending the AGM and voting in person, should you wish. Alternatively, shareholders who have already registered with Equiniti's online portfolio service, Shareview, can appoint their proxy electronically by logging on to their portfolio atwww.shareview.co.ukusing your usual user ID and password. Once logged in simply click "View" on the "My Investments" page, click on the link to vote then follow the on-screen instructions.

  A proxy appointment made electronically will not be valid if sent to any address other than those provided or if received after 12.00 pm (BST) on 28 April 2025.