Melrose Regulatory News (MRO)

22 June 2021

MELROSE INDUSTRIES PLC

Posting of Circular and Notice of General Meeting Related to the Return of Capital of 15 pence per Existing Ordinary Share by way of a B2 Share Scheme, a related 9 for 10 Share Consolidation and Capital Reduction

Melrose Industries PLC (the "Company") announces that, pursuant to Listing Rule 9.6.3, a circular together with a notice of General Meeting (the "Circular") in relation to Melrose's proposed return of approximately £730 million in cash to Shareholders, equivalent to 15 pence per Existing Ordinary Share (the "Proposed Return of Capital"), have been posted to Shareholders today.

The General Meeting to approve the Proposed Return of Capital will be held at 10.00 a.m. on Friday 9 July 2021 at Leconfield House, Curzon Street, London W1J 5JA.

PLEASE NOTE THIS IS A CLOSED MEETING DUE TO COVID-19, WITH ONLY DIRECTOR SHAREHOLDERS NECESSARY FOR A QUORUM IN PHYSICAL ATTENDANCE. OTHER SHAREHOLDERS ARE NOT PERMITTED TO ATTEND THE MEETING IN PERSON DUE TO CURRENT GOVERNMENT RESTRICTIONS. WE STRONGLY ENCOURAGE ALL SHAREHOLDERS TO MAKE USE OF PROXIES TO EXERCISE THEIR VOTING RIGHTS AND TO SUBMIT ANY QUESTIONS PRIOR TO THE MEETING USING THE ONLINE SERVICE THAT THE COMPANY HAS SET UP FOR THESE PURPOSES.

Earlier today, the Company announced the completion of its £2.62 billion ($3.625 billion) disposal of its Nortek Air Management Division to Madison Industries LLC, together with the Proposed Return of Capital. The Proposed Return of Capital will be effected by way of (i) a court approved Reduction of Capital, followed by (ii) a return of capital through the issue of a new class of B2 Shares which the Company intends to redeem for cash in order to return 15 pence per Existing Ordinary Share to Shareholders; followed by (iii) a consolidation of the Company's ordinary share capital in order to minimise any impact on the market price of the Company's Shares whilst ensuring Shareholders retain the same pro rata interest in the Company after completion of the Proposed Return of Capital.

The Company confirms that, in compliance with Listing Rule 9.6.1, an electronic copy of the Circular is available for download on Melrose's website and has been submitted to the National Storage Mechanism, appointed by the Financial Conduct Authority, and will be available shortly for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Unless otherwise defined in this announcement, defined terms used have the meaning given to them in the Circular.

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