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Bodycote Group

BODYCOTE PLC - AGM Voting Results

28 May 2020

- Resolutions passed at the Annual General MeetingBodycote plc

announces that all resolutions proposed at its Annual General Meeting held at on were passed on a show of hands.Bodycote plc12 pm28 May 2020

Details of proxy voting instructions, lodged prior to the Meeting are set out below:

The number of ordinary shares in issue on was 191,456,172.  A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes validly cast.28 May 2020

All resolutions presented to shareholders at today’s Annual General Meeting were passed with a majority of votes.  However, the Board recognises that some shareholders opposed resolution 11 (the approval of the directors’ annual report on remuneration).  While the Board is pleased that resolution 11 has received shareholder approval, it also acknowledges the views of the shareholders who opposed the resolution.  The principal concern being in respect of the CEO’s 2020 salary increase.  We contacted our major shareholders before the Annual General Meeting to offer to discuss their views on this matter.  We will continue to engage with our shareholders to ensure views are fully understood and report back within six months.

A copy of the Resolutions passed as Special Business at the Annual General Meeting is being submitted to the and will shortly be available for inspection at the FCA Electronic Submission System, which is situated atUK Listing Authorityhttps://data.fca.org.uk/#/nsm/nationalstoragemechanism

U. Ball, Group Company Secretary,Bodycote plc

Tel:  +44 (0)1625 505300

Resolution           For     Discretion      Against         Abstention
                 (number of  (number of (number of votes) (number of votes)
                   votes)      votes)


Ordinary
Resolutions

1. To receive    159,934,020   45,154        466,253          1,473,395
the annual
report


Re-election of
directors

2. To re-elect   160,327,221   48,048        220,064          1,323,489
Mrs A.C. Quinn

3. To re-elect   161,661,161   45,154        208,437            4,071
Mr. S.C. Harris

4. To re-elect   159,488,969   48,048       2,380,565           1,241
Ms E. Lindqvist

5. To re-elect   157,228,385   45,154       4,643,592           1,691
Mr. I.B. Duncan

6. To re-elect   161,585,735   45,154        286,693            1,241
Mr. D. Yates

7. To re-elect   161,668,312   45,154        204,116            1,241
Mr. P. Larmon

8. To re-elect   161,662,038   45,154        209,940            1,691
Ms. L. Chahbazi

9. To re-appoint 161,870,278   45,154         3,214              177
the auditors

10. To authorise 161,866,030   48,048         4,745               0
the directors to
fix auditor’s
remuneration

11. To approve   120,101,853   48,498      41,753,660          14,812
the report on
remuneration


Special
resolutions

12. To renew     161,029,049   48,048        839,566            2,160
authority to
allot shares

13. To renew     161,840,263   48,048        23,631             6,881
authority for
disapplication
of pre-
emption rights
in respect of 5%
of issued share
capital

14. To renew     160,039,610   48,048       1,829,004           2,160
authority for
disapplication
of pre-
emption rights
for an
additional 5% of
issued share
capital

15. To renew     159,925,655   48,048       1,922,956          22,163
authority to buy
own shares

16. To authorise 158,876,729   45,454       2,989,948           6,692
general meetings
14 days’ notice

17. Dividend     161,537,177   45,523        18,629            317,494
waivers
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