Pre-emption Offers to Shareholders

The City and County of the City of London-0.08957051.519428EC2Y 9HUCompanies Act 2006-1.89591752.483806B4 6AT2016-08-092016-07-062016-08-232016-08-082016-07-282016-08-04The City of BirminghamThe Borough of Worthing-0.41092650.818554BN99 6DATSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211, customer.services@tso.co.uk259123061670

MELROSE INDUSTRIES PLC

(Company Number 09800044)

(REGISTERED IN ENGLAND AND WALES)

12 FOR 1 RIGHTS ISSUE OF 1,741,612,236 NEW MELROSE SHARES AT 95 PENCE PER NEW MELROSE SHARE

This notice is given in accordance with the requirements of section 562(3) of the Companies Act 2006, to each person on the register at the close of business on 4 August 2016 (the “Rights Issue Record Date”) as a holder of ordinary shares of 48/7 pence each (“Melrose Shares”) in Melrose Industries PLC (the “Company”) who has no registered address in an EEA State and who has not supplied an address in an EEA State to the Company for the service of notices on them (“Relevant Shareholders”, and each a “Relevant Shareholder”).

This notice is given in connection with the offer by way of rights (“Rights Issue”) of 1,741,612,236 new Melrose Shares (the “New Melrose Shares”) at 95 pence per New Melrose Share payable in cash, on the basis of 12 New Melrose Shares for every 1 existing Melrose Share held at the close of business on the Rights Issue Record Date. The Rights Issue is conditional upon the matters set out in the Prospectus (as defined below) (so far as not already satisfied or waived). The New Melrose Shares will, when issued and fully paid, rank pari passu in all respects with the Melrose Shares currently in issue, including the right to receive in full all dividends and other distributions declared, made or paid by reference to a record date after the date of their issue.

The following documents (being copies of the documents published and/or despatched or to be published and/or despatched to the holders of Melrose Shares (other than Relevant Shareholders)) relating to, and constituting, the Rights Issue, may be inspected at (i) the registered office of the Company (being 11th Floor, The Colmore Building, 20 Colmore Circus Queensway, Birmingham, B4 6AT); and (ii) the offices of Simpson Thacher & Bartlett LLP (being CityPoint, One Ropemaker Street, London, EC2Y 9HU) during usual business hours on any weekday (Saturdays, Sundays and UK public holidays excepted) from the date hereof until 11.00 a.m. on 23 August 2016 or (subject as provided below) obtained on personal application by or on behalf of a Relevant Shareholder at Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA:

• a prospectus to Shareholders dated 6 July 2016 (the “Prospectus”), a supplementary prospectus dated 28 July 2016 and any other supplementary prospectus, in each case published in connection with the Rights Issue and the Company’s proposed acquisition of Nortek, Inc. (the “Acquisition”) and a circular dated 6 July 2016 (the “Circular”) published in connection with the Acquisition; and

• whether or not a Relevant Shareholder holds Melrose Shares in certificated form, a provisional allotment letter (“Provisional Allotment Letter”) in respect of New Melrose Shares provisionally allotted to such Relevant Shareholder pursuant to the Rights Issue, provided that a Provisional Allotment Letter may only be obtained on production of evidence of entitlement and provided that, in the case of Relevant Shareholders to whom an original Provisional Allotment Letter was despatched by post on 8 August 2016, a Provisional Allotment Letter may only be obtained on surrender of such original to Equiniti Limited at the address referred to above. If the original is not so surrendered such Relevant Shareholder may only inspect a pro forma copy thereof.

Relevant Shareholders’ attention is drawn to paragraph 7 of Part XI (Terms and Conditions of the Rights Issue) of the Prospectus relating to overseas shareholders and their ability to accept New Melrose Shares pursuant to the Rights Issue.

This notice is not an offer to sell the securities of the Company in the United States. None of the securities referred to in this notice have been or will be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”) and may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the US Securities Act. If any public offering of securities is made in the United States, it will be by means of a prospectus that may be obtained from the Company or the selling security holder that will contain detailed information about the Company and management, as well as financial statements. No public offering of securities of the Company will be made in the United States in connection with the above-mentioned transactions. No money, securities or other consideration is being solicited, and, if sent in response to the information contained in this notice, will not be accepted.

By Order of the Board

Adam Westley, Company Secretary

Registered Office: 11th Floor, The Colmore Building, 20 Colmore Circus Queensway, Birmingham, B4 6AT

9 August 2016