Aviso de Derechos para emisoras del SIC

FECHA: 22/06/2021

BOLSA MEXICANA DE VALORES, S.A.B DE C.V, :

FOLIO DE REFERENCIA DEL EVENTO CORPORATIVO 145737

FOLIO DE REFERENCIA INDEVAL 308327C001

TIPO DE MENSAJE NEW

COMPLETO / INCOMPLETO INCOMPLETE

CONFIRMADO / NO CONFIRMADO UNCONFIRMED

CLAVE DE COTIZACIÓN MROS

RAZÓN SOCIAL MELROSE INDUSTRIES PLC

SERIE N

ISIN GB00BZ1G4322

MERCADO PRINCIPAL STOCK EXCHANGE

TIPO DE EVENTO REVERSE STOCK SPLIT/CHANGE IN NOMINAL VALUE

MANDATORIO / OPCIONAL / VOLUNTARIO Mandatory

FECHA EFECTOS 31/08/2021

FECHA EXDATE 31/08/2021

FECHA REGISTRO 27/08/2021

OPCIÓN 1

TIPO Security

DEFAULT true

TRANSACCIÓN Securities Movement

CREDIT / DEBIT Debit

FECHA DE PAGO 31/08/2021

Bolsa Mexicana de Valores S.A.B. de C.V. 1

Aviso de Derechos para emisoras del SIC

FECHA: 22/06/2021

VALORES A RECIBIR GB00BZ1G4322

TRANSACCIÓN Securities Movement

CREDIT / DEBIT Credit

FECHA DE PAGO 31/08/2021

NewToOld RATIO 9 / 10

VALORES A RECIBIR GB00BNR5MZ78

DISPOSICIÓN FRACCIONES RoundDown

NOTAS DEL EVENTO CORPORATIVO

NOTA

(22/06/2021)

RETURN OF CAPITAL AND SHARE CONSOLIDATION

Melrose Industries PLC has announced the completion of the GBP2.62 billion (USD3.625 billion) disposal of its Nortek Air Management Division to Madison Industries LLC and has confirmed the proposed return of approximately GBP730 million in cash to Shareholders, equivalent to 15 pence per Existing Ordinary Share.

A circular seeking the approval of Shareholders in respect of the Proposed Return of Capital will be posted on 22 June 2021. As previously announced, in addition to funding the Proposed Return of Capital, the net Disposal proceeds will be used to contribute approximately GBP100 million to the GKN UK defined benefit pension schemes, so that the funding deficit will be less than GBP200 million, as well as to reduce Group net debt, so that the leverage in the Group adjusting for the Proposed Return of Capital will be below 2x EBITDA as at 30 June 2021.

As with previous disposals and in tune with the core Melrose strategy of value return for Shareholders, the Board considers it to be in the best interests of Shareholders to effect the Proposed Return of Capital by way of a court approved Reduction of Capital, followed by 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 a consolidation of the Company’s ordinary share capital in order to minimize 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. Further details are provided below and full details will be contained in the Circular. Ahead of Melrose’s half year end on 30 June 2021, the Board has also confirmed that the Group continues to trade in line with expectations as outlined in its AGM Trading Statement published on 6 May 2021. Both the Automotive and Powder Metallurgy Divisions have seen recovery in the automotive sector, albeit currently tempered by the impact of the global semi-conductor shortage.

The Board is currently taking a conservative stance in the Proposed Return of Capital and the payout is in line with expectations. However, on the assumption these encouraging sector recoveries continue, the Board expects to be able to make another significant return of capital to Shareholders next year.

TERMS. SHARE CONSOLIDATION

The ordinary share capital will be consolidated on the basis of 9 New Ordinary Shares of 160.21 pence each for every 10 Existing Ordinary Shares held.

TITLES SETTLEMENT TYPE.

Bolsa Mexicana de Valores S.A.B. de C.V. 2

Aviso de Derechos para emisoras del SIC

FECHA: 22/06/2021

GB00BZ1G4322 ORD GBP0.06857143 Crest

RELATIVE DETAILS AND DATES.

Please see below for expected timetable. (All references to times are to London time unless otherwise stated. The timetable may be subject to change.)

The ISIN code for the New Ordinary Shares will be GB00BNR5MZ78.

04 MAY 21 Record Date for voting(18.30) 22 JUN 21 Publication and posting of this Circular, the Notice of General Meeting and the Form of Proxy 07 JUL 21 Latest time and date for receipt of Forms of Proxy, CREST Proxy Instructions and registration of online votes from Shareholders in respect of the General Meeting (10.00) on 09 JUL 21 General Meeting (10.00) on 06 AUG 21 Capital Reduction Record Time (18.00) on 10 AUG 21 Court Hearing to confirm Capital Reduction 24 AUG 21 Registration of Court Order and effective date of Capital Reduction 25 AUG 21 Filing of interim accounts with Companies House 27 AUG 21 Existing Ordinary Share register closed and Existing Ordinary Shares disabled in CREST (16.30) on 27 AUG 21 Record Time for entitlement to B2 Shares and Share Consolidation (18.00) on 31AUG 21 B2 Shares issued equal to number of Existing Ordinary Shares held at the Record Time (8.00) on 31AUG 21 B2 Shares redeemed and cancelled (8.00) on 31 AUG 21 Cancellation of listing of Existing Ordinary Shares (8.00) on 31 AUG 21 CREST accounts credited with New Ordinary Shares (8.00) on 31 AUG 21 New Ordinary Shares admitted to the Official List and trading on the , ex entitlement to B2 Shares (8.00) 14 SEP 21 Despatch of share certificates in respect of New Ordinary Shares 14 SEP 21 Despatch of cheques and CREST accounts credited in respect of proceeds from the redemption of the B2 Shares 14 SEP 21 Despatch of cheques and CREST accounts credited in respect of proceeds from sale of fractional entitlements arising as a result of the Share Consolidation .

ADMISSION.

Following the Share Consolidation, application will be made for the New Ordinary Shares to be admitted to the Official List and to trading on the main market for listed securities of the London Stock Exchange, with dealings expected to commence on 31 August 2021.

RIGHTS OF NEW SHARES.

The New Ordinary Shares will be equivalent in all material respects to Existing Ordinary Shares, including their dividend, voting and other rights.

SETTLEMENT.

The Company will apply for the New Ordinary Shares to be admitted to CREST with effect from Admission so that general market transactions in the New Ordinary Shares may be settled within the CREST system. If Shareholders currently hold Existing Ordinary Shares in uncertificated form, the Existing Ordinary Shares under ISIN GB00BZ1G4322 will be disabled by 8.00 a.m. on 31 August 2021 and on, or soon after, 8.00 a.m. on 31August 2021 their CREST account will be credited with New Ordinary Shares under ISIN GB00BNR5MZ78.

Bolsa Mexicana de Valores S.A.B. de C.V. 3