Voting Rights

Melrose PLC
30 August 2007


30 August 2007


MELROSE PLC - VOTING RIGHTS, CAPITAL STRUCTURE AND DIRECTORS' INTERESTS


In conformity with Disclosure and Transparency Rule 5.6.1, we would like to
notify the market of the following:


At 1 August 2007, Melrose PLC's issued share capital consisted of 257,119,989
Ordinary shares of 0.1 pence each, and 59,170 Convertible Incentive shares of £1
each.


Following the conversion of the existing incentive shares and options over
incentive shares and the capital reorganisation described in a Circular to
members dated 20 July

2007 and approved at the EGM on 14 August 2007, the share capital now consists
of

   •133,665,029 'Ordinary shares' of 0.2 pence each with voting rights,
   •50,000 '2007 Incentive shares' of £1 each with no voting rights,
   •9,053,594 'C shares' of 82.3 pence each with no voting rights (Note 1),
    and
   •70,489,480 'C Deferred shares' of 82.3 pence each with no voting rights.


Melrose PLC holds no ordinary shares in Treasury.


Therefore, the total number of voting rights in Melrose PLC as at 31 August 2007
is 133,665,029.


The above figure (133,665,029) may be used by shareholders as the denominator
for the calculations by which they will determine if they are required to notify
their interest in, or a change to their interest in, Melrose PLC under the FSA's
Disclosure and Transparency Rules.


We also hereby confirm the Directors' interests in shares following conversion
of their Convertible Incentive shares to Ordinary shares and entering into the
new incentive scheme are as follows:

Director      Number of Ordinary     Percentage of    Number of 2007 Incentive
              shares of 0.2 pence    voting rights       shares (non voting)
                                                              (Note 3)
J C Miller
(Note 2)                3,802,464             2.84                      12,000
DA Roper                1,702,464             1.27                      12,000
S A Peckham             1,588,067             1.19                      12,000
G P Martin                611,580             0.46                       7,500
M H Templeman             169,279             0.13                         Nil
P C O Crosthwaite          75,000             0.06                         Nil


Notes:

1. This follows the redemption by Shareholders on 23 August 2007 of
187,786,984 C shares which were subsequently cancelled by the Company.

2. The interest of Mr J C Miller includes 2,000,000 Ordinary shares held by 
Harris & Sheldon Investments Limited, a company which is connected with Mr J
C Miller within the meaning of the Companies Act 1985

3. A further 6,500 2007 Incentive shares have been allotted to senior employees 
and the Trustee of the Employee Benefit Trust.



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