Renishaw : Notice of AGM 2023

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transforming tomorrow together

Renishaw plc

Notice of Annual General Meeting 2023

Contents

1. Letter from the Chairman

1. Notice of Meeting
2. Explanatory notes

1. Board of Directors

1. Notes and additional information

1. AGM attendance
2. Shareholder information

THIS DOCUMENT IS IMPORTANT AND REQUIRESYOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the action you should take, you are recommended immediately to seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets

Act 2000.

If you have sold or otherwise transferred all of your shares in Renishaw plc, you should pass this document (but not the accompanying personalised form of proxy) without delay either to the purchaser or transferee or to the stockbroker, bank or other person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

A proxy form for use at the meeting is enclosed and, to be valid, should be completed and sent to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA as soon as possible, but in any event, so as to arrive no later than 10:00am on Monday, 27 November 2023. A proxy may also be appointed electronically by logging on to the website www.sharevote.co.uk or for CREST members by using the CREST electronic proxy appointment service.

Further details on how to submit a proxy are set out on pages 8 to 9 of this Notice.

Voting on Resolutions 1 to 16 will be conducted by way of poll. Shortly after the conclusion of the Annual General Meeting, the results will be announced on the Company's website, www.renishaw.com, and the London Stock Exchange.

Letter from the Chairman

We are

holding our AGM on Wednesday, 29 November 2023 at 10:00am

Letter from the Chairman

Dear Shareholder,

I am pleased to invite you to Renishaw plc's Annual General Meeting (AGM) which will be held at our headquarters at New Mills, Wotton-under-Edge, Gloucestershire, GL12 8JR on Wednesday, 29 November 2023 at 10:00am."

Sir David McMurtry

Executive Chairman

AGM arrangements

We plan to hold a physical AGM this year and shareholders, their proxies, corporate representatives (and their respective guests) are all welcome to attend. The AGM will start at 10:00am and light refreshments including tea, coffee, and biscuits will be provided. To assist with preparations for the AGM, those wishing to attend the AGM are asked to register their intention as soon as practicable by either returning the accompanying prepaid reply slip or emailing [e-mail].

The AGM is an important opportunity for us to engage with you, our shareholders, and to provide you with an update on our performance. The business of the meeting will therefore include a business review presentation from our Chief Executive.

Shareholder questions

The AGM also provides you with an important opportunity to ask questions of the Board. There will be a dedicated Question & Answer session during the AGM where all Directors, including the committee chairs, will be available to take questions.

In addition to asking a question at the meeting, you are also able to submit questions ahead of the meeting by email to the Company's registrars at [e-mail] by 5:00pm on Monday, 13 November 2023. You will need

to include your Shareholder Reference Number along with your questions. Written answers will be provided to frequently asked questions which will be published on the Company's website www.renishaw.com/investor by 12:00 noon on Friday, 24 November 2023. This timeframe (including the submission deadline) is necessary for answers to be published prior to the proxy submission deadline.

Renishaw plc Notice of Annual General Meeting 2023

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Notice of Annual General Meeting 2023

Letter from the Chairman continued

Proxy arrangements

Your participation is important to us and, whether or not you intend to come to the AGM, we encourage you to vote ahead of the AGM by completing and returning the accompanying prepaid proxy form to the Company's registrars, so as to be received as soon as possible and in any event no later than 10:00am on Monday, 27 November 2023, being 48 hours before the time of the AGM.

You may also submit your proxy form electronically by logging on to the website www.sharevote.co.uk. You will need your unique voting reference numbers shown on your Form of Proxy (the Voting ID, Task ID and Shareholder Reference Number).

CREST members may also choose to use the CREST voting service in accordance with the procedures set out in the notes on pages 8 and 9.

The return of a completed proxy form will not prevent you attending the AGM and voting in person if you wish to do so.

Business of the Meeting

Board changes

I am pleased to welcome Professor Karen Holford CBE to Renishaw who joined us as a Non-executive Director on

1 September 2023. Karen is also a member of the Audit, Nomination and Remuneration Committees. Her skills and experience, particularly those in engineering and research and development, will be highly valuable to the Board and her appointment increases the diversity of our Board.

In accordance with the UK Corporate Governance Code, each of the Directors will retire at this year's AGM and stand for re-election or, in the case of Karen Holford, election

by shareholders. Following an externally facilitated Board evaluation, the Board considers that all Directors continue to make an effective and valuable contribution and demonstrate commitment to their respective roles. In addition, the Board is satisfied that each of the Independent Non-executive Directors remains independent in character and judgement and that there are no relationships or circumstances likely to affect their character or judgement. Further details on the skills, experience and contribution by each of the Directors standing for election or re-election (as the case may be) can be found in the biographies on pages 6 and 7.

Remuneration Policy

At this year's AGM, a new Directors' Remuneration Policy is being proposed for shareholder approval. This proposal follows a thorough review by the Remuneration Committee of our existing policy to ensure it continues to support the Company's strategic priorities and provides an appropriate level of reward to attract and retain high-calibre individuals in an increasingly competitive market. As part of this review the Remuneration Committee considered the operation of our current Policy, employment conditions elsewhere in the Group, and feedback from our shareholders and proxy voting agencies. The feedback indicated broad support for the initial proposals. While no substantive changes were made to the Policy as a result of

the feedback, the questions raised by shareholders and proxy voting agencies helped to clarify certain points and shape the Committee's understanding of investor preferences when finalising Policy proposals. Details of the proposed changes can be found in the Directors' Remuneration Report on pages 114 to 135 of the Annual Report 2023. If approved, the new Policy will come into effect from the conclusion of the AGM for a period of up to three years.

Resolutions

You are asked to consider and, if thought fit, pass the resolutions set out in the notice on page 3 of this document. All of these resolutions will be proposed as ordinary resolutions, save for Resolution 16 which will be proposed as a special resolution. For an ordinary resolution to be passed, more than half of the votes cast must be in favour of the resolution. For a special resolution to be passed, at least three-quarters of the votes cast must be in favour of the resolution. In relation to Resolutions 9 to 13 inclusive, which relate to the election or re-election (as the case may be) of the Independent Directors, these resolutions are put to a dual vote such that a count of the votes is taken of 1) the shareholders as a whole and 2) the shareholders excluding the controlling shareholder or shareholders and their associates, as explained in the Explanatory notes.

Recommendation

Your Board considers each of the proposed resolutions to be in the best interests of the Company and shareholders as a whole. Accordingly, your Directors unanimously recommend that you vote in favour of the resolutions, as they intend to do in respect of their own beneficial shareholdings.

The results of the voting will be announced via a Regulatory Information Service and published on our website www.renishaw.com/en/agm--21987 as soon as practicable following the conclusion of the AGM.

Yours faithfully,

Sir David McMurtry

Executive Chairman

11 October 2023

2 Renishaw plc Notice of Annual General Meeting 2023

Notice of Meeting

Notice is hereby given that the 50th Annual General Meeting of the Company will be held at its offices at New Mills, Wotton- under-Edge, Gloucestershire, GL12 8JR on Wednesday,

29 November 2023 at 10:00am.

Resolutions 1 to 15 inclusive will be proposed as ordinary resolutions. For each of these resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolution 16 will be proposed as a special resolution. For this resolution to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

Ordinary resolutions

Report and financial statements

1. To receive the reports of the Directors and auditor and the financial statements for the year ended 30 June 2023.

Directors' Remuneration

1. To approve the Directors' Remuneration Policy as set out on pages 120 to 126 of the Company's Annual Report for the year ended 30 June 2023.
2. To approve the Directors' Remuneration Report as set out on pages 114 to 135 of the Company's Annual Report for the year ended 30 June 2023 (other than the part containing the Directors' Remuneration Policy on pages 120 to 126).

Dividend

4. To declare a final dividend of 59.4 pence per ordinary share for the year ended 30 June 2023.

Directors

1. To re-elect as a Director Sir David McMurtry.
2. To re-elect as a Director John Deer.
3. To re-elect as a Director Will Lee.
4. To re-elect as a Director Allen Roberts.
5. To re-elect as a Director Catherine Glickman.
6. To re-elect as a Director Sir David Grant.
7. To re-elect as a Director Juliette Stacey.
8. To re-elect as a Director Stephen Wilson.
9. To elect as a Director Karen Holford.

Auditor

1. To reappoint Ernst & Young LLP as auditor of the Company, to hold office from the conclusion of the meeting to the conclusion of the next general meeting of the Company at which the Company's annual accounts and reports are laid.
2. To authorise the Audit Committee of the Board to determine the remuneration of the auditor.

Special resolution

Authority to purchase own shares

16. To consider and, if thought fit, to pass the following resolution:

That the Company be and is hereby unconditionally authorised for the purposes of section 701 of the Companies Act 2006 (the 2006 Act) to make one or more market purchases (within the meaning of section 693(4) of the

2006 Act) of ordinary shares of 20p each in the capital of the Company (ordinary shares), on such terms and in such manner as the Directors may determine, provided that:

1. the maximum number of ordinary shares hereby authorised to be purchased is 7,278,854 (representing approximately 10% of the Company's issued ordinary share capital at 10 October 2023, being the latest practicable date prior to publication of this Notice
   of Meeting);
2. the maximum price (excluding expenses) which may be paid for an ordinary share is an amount equal to the higher of (a) 105% of the average of the middle market quotations for an ordinary share (as derived from the
   London Stock Exchange Daily Official List) for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased and
   (b) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venues where the purchase is carried out;
3. the minimum price (excluding expenses) which may be paid for an ordinary share shall be 20p;
4. the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company, or at the close of business on 31 December 2024, whichever is earlier, unless such authority is renewed, varied, or revoked prior to such time; and
5. the Company may make a contract or contracts to purchase ordinary shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority and may make a purchase of ordinary shares in pursuance of any such contract.

By order of the Board

Karen Atterbury

Company Secretary

11 October 2023

Registered office: New Mills, Wotton-under-Edge, Gloucestershire, GL12 8JR

Registered in England and Wales under number: 01106260

Notice of Meeting

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