Replacement Notice of AGM

BODYCOTE PLC (the “Company”)

30 April 2021

Annual General Meeting Update – Replacement AGM Notice

It has come to the Company's attention that the notice of the 2021 Annual General Meeting ("AGM") published and posted to shareholders on 20 April 2021 and setting out details of the resolutions to be proposed at the 2021 AGM contained an error. As such, the Company has today posted to shareholders a replacement notice convening the 2021 AGM ("Replacement AGM Notice") and an associated replacement form of proxy (“Replacement Form of Proxy”).

The Replacement AGM Notice contains all of the resolutions to be considered at the AGM (as corrected from the previous notice of meeting).  An additional resolution, resolution 2 – to declare a final dividend (the terms of which were announced by the Company on 12 March 2021), has been added. Certain other consequential amendments have also been made to the Replacement AGM Notice, including the explanatory notes to the resolutions, to reflect this change.  Other than as described above, the Replacement AGM Notice does not reflect any further changes to the business to be considered at the AGM or the manner in which the AGM is to be held. The business as set out in the Replacement AGM Notice, including new resolution 2, will be the only business considered at the AGM to be held on Thursday 27 May 2021. Shareholders should disregard the notice of meeting and form of proxy which were posted to them on 20 April 2021 and should only have regard to the Replacement AGM Notice and Replacement Form of Proxy which have been published and posted to them today.

Shareholders who have already completed and returned forms of proxy utilising the original form of proxy in respect of the AGM should note that these will now be disregarded.  Shareholders are asked to exercise their votes in relation to the business of the AGM by submitting the Replacement Form of Proxy electronically or by post as soon as possible and these must be received by no later than two days before 27 May 2021, the day of the AGM.

All documents are now available from the investors section of the Company's website at  https://www.bodycote.com/ investors/, and copies have also been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.  We would like to thank all shareholders for their co-operation and understanding and apologise for any inconvenience caused to those who have already returned forms of proxy.

Conduct of AGM

Notwithstanding the changes to the resolutions as proposed in the Replacement AGM Notice, as described above, there is no change to how the meeting will be held. The format of the meeting will be purely functional to comply with relevant legal requirements.

Instead of attending this year's AGM, shareholders are asked to exercise their votes by submitting their Replacement Form of Proxy electronically or by post as soon as possible and these must be received by no later than two days before 27 May 2021.  Shareholders who wish to appoint a proxy are recommended to appoint the Chairman of the meeting as their proxy. As a result of the current Government restrictions, if a shareholder appoints someone else as their proxy, that proxy will not be able to attend the meeting in order to cast the shareholder's vote.  Your votes do matter.  Proxy instructions including the ability to lodge proxies electronically are set out in the Replacement AGM Notice. Shareholders are also invited to submit questions in advance of the meeting via email at [e-mail] by no later than 2 days before 27 May 2021. We will endeavour to answer questions by publishing responses on thematic topics on our website shortly after the 2021 AGM.

We will continue to monitor the evolving impact of the pandemic and, if it becomes appropriate or necessary to make changes to the proposed format of the 2021 AGM, we will inform shareholders as soon as we can.

U. Ball:  Springwood Court, Macclesfield, SK10 2XF  Tel:  [phone]