20 February 2015

MELROSE INDUSTRIES PLC ("MELROSE" or the "COMPANY")

Result of General Meeting

Melrose is pleased to announce that a special resolution in connection with the proposed return of capital was passed by shareholders at a general meeting held today at 11.00 a.m. Accordingly, the Company will return 18.7 pence per existing ordinary share to shareholders on the register at 5.00 p.m. today by way of either one B Share or C Share for each existing ordinary share. Further details of the resolution are set out in the circular to shareholders published on 3 February 2015.

The share capital consolidation, approved as part of the resolution, will take effect at 6.00 p.m. today, when shareholders will receive 13 new ordinary shares for every 14 existing ordinary shares that they hold. Applications have been made to the Financial Conduct Authority for the amendment to the Official List, and to the London Stock Exchange for the amendment to trading.

In order to ensure that no fractional amount of a new ordinary share arises upon the share capital consolidation becoming effective, nine ordinary shares of 13/110 pence have been allotted and issued to Investec Bank plc, as disclosed in the announcement published by Melrose on 3 February 2015. These ordinary shares were admitted to the Official List and trading on the London Stock Exchange at 8:00 a.m. on 12 February 2015 and are subject to the share capital consolidation and are also entitled to participate in the return of capital.

Following the amendments, 995,206,966 new ordinary shares of 7/55 pence each will be admitted to the Official List and to trading on the Main Market of the London Stock Exchange. It is expected that the amendments will take place at 8.00 a.m. on 23 February 2015. The latest time and date for dealings in existing ordinary shares is 4.30 p.m. today, 20 February 2015.

All references in this announcement to times are to London time unless otherwise stated.

Details of the proxy votes received will shortly be available on the Melrose website.

In accordance with the Company's obligations under Listing Rule 9.6.2, copies of the resolution have been submitted to the National Storage Mechanism and will shortly be available for viewing at www.morningstar.co.uk/uk/nsm.

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