2b0f4434-f021-40a1-acfe-28f93efe0a99.pdf Melrose Industries PLC Result of Court Meeting and General Meeting Final poll and proxy voting figures - 29 October 2015


COURT MEETING:

Earlier today Melrose Industries PLC announced that its proposed Scheme of Arrangement had been approved by the requisite majority of shareholders at a Court Meeting held this morning. Voting was carried out via a Poll at the meeting and details of the result are shown below (which includes proxy votes received prior to the meeting):



Votes FOR

% of votes cast FOR


Votes AGAINST

% of votes cast AGAINST

Total Issued Share Capital voted

Total % of issued Share Capital voted


Votes Withheld

To approve the Scheme of Arrangement


776,868,966


99.99%


39,146


0.01%


776,908,112


78.06%


0


GENERAL MEETING:

Following the successful outcome of the Court Meeting this morning a General Meeting was held at which the five special resolutions were approved. Details of proxy votes received prior to the meeting for each of the resolutions are shown below:



Votes FOR

% of votes cast FOR


Votes AGAINST

% of votes cast AGAINST

Total Issued Share Capital voted

Total % of issued Share Capital voted


Votes Withheld

1 - To implement the Scheme of Arrangement


770,773,229


99.99%


38,948


0.01%


774,096,785


77.78%


3,284,608


2 - To approve the Initial Reduction of Capital


770,773,586


100.00%


35,578


0.00%


774,096,785


77.78%


3,287,621


3 - To approve the allotment and issue of the B Shares


770,733,072


99.99%


38,843


0.01%


774,096,785


77.78%


3,324,870



4 - To approve the Proposed Return of Capital


770,737,994


99.99%


72,915


0.01%


774,096,785


77.78%


3,285,876


5 - To approve the Share Capital Consolidation


770,732,672


99.99%


76,155


0.01%


774,096,785


77.78%


3,287,958


Notes
  1. Where shareholders appointed the Chairman as their proxy with discretion as to voting, their votes were cast in favour of the resolution and their shares have been included within the votes 'FOR' column.

  2. A vote 'WITHHELD' is not a vote in law and is not counted in the calculation of percentages of the votes cast against a resolution.

  3. Prior to the meeting there were 995,206,966 ordinary shares of 7/55p in issue.

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