Cobham Regulatory News (COB)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER TO SELL OR SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN, JERSEY OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

16 June 2014

For immediate release

Cobham plc (the "Company")

Publication of Shareholder Circular (incorporating Notice of General Meeting)

Further to the announcement made on 20 May 2014, the Company has today published a circular (the "Circular") in relation to the proposed acquisition by the Company of Aeroflex Holding Corp. (the "Acquisition"). The Circular has been prepared in accordance with the Listing Rules of the Financial Conduct Authority.

The Acquisition is subject to the approval of the Company's shareholders, and accordingly, the Circular contains a notice convening a General Meeting which is to be held at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD at 9.30a.m. on 2 July 2014.

The Circular has been approved by the UK Listing Authority and submitted to the National Storage Mechanism (the "NSM") and will be available for inspection on the NSM's website at http://www.morningstar.co.uk/uk/NSM.

Copies of the Circular will be sent to shareholders of the Company as soon as reasonably practicable.

The Circular and notice of general meeting will also be available for viewing on the Company's website at www.cobhaminvestors.com.

For further information please contact:

Cobham plc +44 (0)1202 857738 (on 16 June)

Julian Wais, Director of Investor Relations +44 (0)1202 857998

Lyn Colloff, Company Secretary +44 (0)1202 857522

IMPORTANT NOTICES

THE INFORMATION CONTAINED HEREIN SHALL NOT CONSTITUTE OR FORM ANY PART OF ANY OFFER OR INVITATION TO SUBSCRIBE FOR, UNDERWRITE OR OTHERWISE ACQUIRE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR, SECURITIES INCLUDING IN THE UNITED STATES.

THE MATERIAL SET FORTH HEREIN IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED, AND SHOULD NOT BE CONSTRUED, AS AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION. THE SECURITIES OF THE COMPANY DESCRIBED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE LAWS OF ANY STATE OF THE UNITED STATES OR ANY JURISDICTION THEREOF, AND MAY NOT BE OFFERED, SOLD, RE-SOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, ABSENT REGISTRATION OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN THE UNITED STATES.

THERE WILL BE NO PUBLIC OFFER OF SECURITIES IN THE UNITED STATES, UNITED KINGDOM OR IN ANY OTHER JURISDICTION.

This announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan", "estimate", "expect" and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law, the Company does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement. No statement in this announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company.

This announcement has been issued by, and is the sole responsibility of, the Company. No

representation or warranty, express or implied, is or will be made as to, or in relation to, and

no responsibility or liability is or will be accepted by Merrill Lynch International ("BofA Merrill Lynch") or by any of its respective affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

BofA Merrill Lynch, which is authorised in the UK by the Prudential Regulation Authority and regulated in the UK by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for the Company and for no one else in connection with the Acquisition, the content of this announcement and other matters described in this announcement. BofA Merrill Lynch will not regard any other person as its client in relation to the Acquisition, the content of this announcement and other matters described in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice to any other person in relation to the Acquisition, the content of this announcement or any other matters described in this announcement.

Apart from the responsibilities and liabilities, if any, that may be imposed of BofA Merrill Lynch by the Financial Services and Markets Act 2000 or by the regulatory regime established under it, neither BofA Merrill Lynch nor any of its affiliates accepts any responsibility whatsoever for the contents of the information contained in this announcement or for any other statement made or purported to be made by or on behalf of BofA Merrill Lynch or any of its affiliates in connection with the Company or the Acquisition. BofA Merrill Lynch and its affiliates accordingly disclaims all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this announcement and no representation or warranty, express or implied, is made by BofA Merrill Lynch or any of its affiliates as to the accuracy, completeness or sufficiency of the information contained in this announcement.

Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this Announcement.