Proposed Placing

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL.

MEGGITT PLC ANNOUNCES A PROPOSED PLACING OF UP TO 69.8 MILLION NEW ORDINARY SHARES

Meggitt PLC ("Meggitt" or the "Company"), the leading international engineering group specialising in aerospace, defence and energy markets, announces today its intention to place up to 69,800,000 new Ordinary Shares (the "Placing Shares") in the Company, representing up to approximately 10 per cent. of Meggitt's existing issued ordinary share capital (the "Placing"), with both new and existing institutional investors.

The Placing is being conducted, subject to the satisfaction of certain conditions, through an accelerated book-building process to be carried out by Merrill Lynch International ("BofA Merrill Lynch"), who is acting as sole bookrunner (the "Sole Bookrunner"). The timing of the closing of the book, pricing and allocations are at the discretion of Meggitt and BofA Merrill Lynch. The number of Placing Shares and the price at which the Placing Shares are to be placed (the "Placing Price") are subject to agreement between Meggitt and BofA Merrill Lynch at the close of the book-building process. Details of the number of Placing Shares and the Placing Price will be announced as soon as practicable after the close of the book-building process.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of 5 pence each in the share capital of the Company, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue of the Placing Shares. If all the Placing Shares are placed, it would represent an increase of approximately 10 per cent. of the existing issued ordinary share capital of the Company, and the Placing Shares would represent approximately 9.09 per cent. of the enlarged issued ordinary share capital of the Company.

Application will be made for admission of the Placing Shares to listing on the Official List of the Financial Services Authority and to trading on the main market of the London Stock Exchange ("Admission"). It is expected that Admission will take place and that trading in the Placing Shares will commence on 21 January 2011.

The Placing is conditional upon, inter alia, Admission becoming effective. The Placing is also conditional on the placing agreement between the Company and BofA Merrill Lynch not being terminated.

The Appendix to this announcement (which forms part of this announcement) sets out the terms and conditions of the Placing.

Background to the Placing

Meggitt is pleased to announce today that it has agreed to acquire Pacific Scientific Aerospace ("PSA") from Danaher Corporation ("Danaher") for US$685 million in cash (the "Acquisition").

PSA is a leading supplier of components to the global civil aerospace and military markets. Organised in six businesses, PSA offers fire suppression, sensing, electric power, electric actuation and security products, with a balanced presence between civil aerospace (57% of revenues) and military (43% of revenues) markets. PSA fits well into Meggitt's business model, with strong technology positions, a significant level of sole source content and aftermarket sales representing over one-third of PSA's total revenues. The Acquisition adds fire and smoke suppression to Meggitt's product portfolio, creating an integrated leading fire and smoke detection and suppression capability; it will enhance Meggitt's ability to provide electric systems as aircraft of the future shift away from hydraulic / pneumatic technology towards electric power; it strengthens Meggitt's portfolio of sensors and anti-icing products; and it increases Meggitt's shipset values on major civil and military platforms (including key growth platforms such as the Boeing 787, Airbus A380, A350 and A400M and Eurocopter NH-90).

The Acquisition is expected to be earnings enhancing immediately.

Use of Proceeds

The proceeds from the Placing, representing up to approximately 10 per cent. of Meggitt's current issued share capital, will be used to partially fund the Acquisition consideration of US$685 million, the balance being funded from existing debt facilities.

The Placing is not conditional upon completion of the Acquisition. In the unlikely event that the Acquisition does not complete, Meggitt will retain the proceeds of the Placing for general corporate purposes.

This announcement contains (or may contain) certain forward-looking statements with respect to certain of Meggitt's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. Meggitt cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as 'aim', 'anticipate', 'target', 'expect', 'estimate', 'intend', 'plan', 'goal', 'believe', or other words of similar meaning. Examples of forward-looking statements include, amongst others, statements regarding Meggitt's results of operations, future financial position, income growth, impairment charges, liquidity, business strategy and the industries in which Meggitt operates, projected costs, estimates of capital expenditure, and plans, dividend growth and objectives for future operations of Meggitt and other statements that are not historical fact. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, Meggitt's ability successfully to combine the business of the Meggitt Group and PSA and to realise expected synergies from that combination; UK domestic and global economic and market conditions, the market position of the Meggitt Group, earnings, financial position, cash flows, return on capital and operating margins of the Meggitt Group, changing business or other market conditions, the success of future acquisitions and other strategic transactions and the impact of competition - a number of which factors are beyond Meggitt's control, and general economic conditions. As a result, Meggitt's actual future results may differ materially from the plans, goals, and expectations set forth in Meggitt's forward-looking statements. Any forward-looking statements made in this announcement by or on behalf of Meggitt speak only as of the date they are made. Except as required by the Financial Services Authority, the London Stock Exchange or applicable law, Meggitt expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in Meggitt's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

This announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This announcement has been issued by and is the sole responsibility of Meggitt.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Merrill Lynch International or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Merrill Lynch International, which is authorised and regulated in the United Kingdom by the FSA, is acting for Meggitt and for no-one else in connection with the Placing, and will not be responsible to anyone other than Meggitt for providing the protections afforded to customers of Merrill Lynch International or for providing advice to any other person in relation to the Placing or any other matter referred to herein.

NM Rothschild & Sons Limited ("Rothschild"), which is authorised and regulated in the United Kingdom by the FSA, is acting for Meggitt and for no-one else in connection with the Acquisition, and will not be responsible to anyone other than Meggitt for providing the protections afforded to customers of Rothschild or for providing advice to any other person in relation to the Acquisition or any other matter referred to herein.

The distribution of this announcement and the offering and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by Meggitt or Merrill Lynch International that would permit an offering and/or issue of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by Meggitt and Merrill Lynch International to inform themselves about, and to observe such restrictions.

The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) ARE DIRECTED ONLY AT PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE 'ORDER'); OR (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ('HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC') OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (I) TO (III) TOGETHER BEING REFERRED TO AS 'RELEVANT PERSONS'). THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN MEGGITT.

Persons (including individuals, funds or otherwise) by whom or on whose behalf a commitment to subscribe for Placing Shares has been given ('Subscribers') will be deemed to have read and understood this announcement, including the Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in this announcement, including the Appendix. In particular, each Subscriber represents, warrants and acknowledges that it is either (a) outside the United States and is subscribing for the Placing Shares in an 'offshore transaction' (within the meaning of Regulation S under the Securities Act), or (b) (i) a "qualified institutional buyer" ("QIB") within the meaning of Rule 144A under the Securities Act; and (ii) subscribing for the Placing Shares in accordance with the exemption from registration under the Securities Act for transactions by an issuer not involving a public offering and acknowledges that the Placing Shares have not been, and will not be, registered under the Securities Act or with any State or other jurisdiction of the United States.

This announcement is only addressed to and directed at persons in member states of the European Economic Area who are "qualified investors" within the meaning of Articles 2(1)(e) of the Prospectus Directive. Each Subscriber who is a person in a member state of the European Economic Area represents, warrants and acknowledges that it is a "qualified investor" within the meaning of Article 2(1)(e) of the Prospectus Directive and undertakes that it will subscribe for, acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business.

This announcement, including the Appendix, is not for publication or distribution directly or indirectly in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Australia, Japan or South Africa or any jurisdiction into which the same would be unlawful. This announcement does not constitute or form part of an offer or solicitation to purchase or subscribe for shares in the capital of Meggitt in the United States, Canada, Australia, Japan or South Africa or any jurisdiction in which such an offer or solicitation is unlawful. In particular, the Placing Shares referred to in this announcement have not been, and will not be, registered under the Securities Act and may not be offered or sold in the United States absent registration or an exemption from the registration requirements under the Securities Act. The Placing Shares referred to in this announcement are being offered and sold outside the United States in accordance with Regulation S under the Securities Act and in the United States to QIBs in accordance with the exemption from registration under the Securities Act for transactions by an issuer not involving a public offering. No public offering of securities of Meggitt will be made in connection with the Placing in the United Kingdom, the United States or elsewhere.

The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission, the Japanese Ministry of Finance or the South African Reserve Bank; and the Placing Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia, Japan or South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Canada, Australia, Japan or South Africa or any other jurisdiction outside the United Kingdom.

The Placing Shares have not been approved or disapproved by the U.S. Securities and Exchange Commission (the 'SEC'), any State securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is unlawful.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of the Appendix or this announcement should seek appropriate advice before taking any action.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Neither the content of Meggitt's website nor any website accessible by hyperlinks on Meggitt's website is incorporated in, or forms part of, this announcement.

APPENDIX

TERMS AND CONDITIONS

IMPORTANT INFORMATION FOR SUBSCRIBERS ONLY REGARDING THE PLACING

Details of the Placing

Merrill Lynch International as Sole Bookrunner has entered into an agreement with Meggitt (the 'Placing Agreement') under which, subject to the conditions set out therein, Merrill Lynch International, as agent for and on behalf of Meggitt, has agreed to use reasonable endeavours to procure subscribers for Placing Shares at a price determined following completion of the bookbuilding process in respect of the Placing, described in this announcement and set out in the Placing Agreement and, subject to agreement with Meggitt as to the number and price of the Placing Shares to be placed with the Subscribers, to the extent that such Subscribers fail to pay for all the Placing Shares, to subscribe for those Placing Shares for which the Company has not received payment at the agreed price.

The Placing Shares will be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares of Meggitt including the right to receive all dividends and other distributions declared, made or paid on or in respect of such Ordinary Shares after the date of issue of the Placing Shares.

As part of the Placing, Meggitt has agreed that it will not issue or sell any Ordinary Shares for a period of 90 days after Admission, without the prior consent of Merrill Lynch International. This agreement is subject to certain customary exceptions and does not prevent Meggitt from granting or satisfying exercises of options pursuant to the terms of the existing employee share schemes of Meggitt and/or as disclosed in publicly available information.

Application for listing and admission to trading

Application will be made to the FSA for admission of the Placing Shares to the Official List of the FSA and to the London Stock Exchange for admission to trading of the Placing Shares on its main market for listed securities. It is expected that Admission will become effective on or around 21 January 2011 and that dealings in the Placing Shares will commence at that time.

Bookbuild

Merrill Lynch International will today commence the Bookbuild to determine demand for participation in the Placing by Subscribers. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Bookbuild and Placing. No commissions will be paid to Subscribers or by Subscribers in respect of any Placing Shares.

Merrill Lynch International and Meggitt shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.

Participation in, and principal terms of, the Bookbuild and Placing

1 Merrill Lynch International is acting as Sole Bookrunner and is arranging the Placing as agent of Meggitt.

2 Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Merrill Lynch International. Merrill Lynch International and its affiliates are each entitled to enter bids in the Bookbuild as principal.

3 The Bookbuild will establish a single price payable by all Subscribers whose bids are successful (the 'Placing Price'). The Placing Price and the number of Placing Shares to be issued will be agreed between Merrill Lynch International and Meggitt following completion of the Bookbuild. Any discount to the market price of the Ordinary Shares will be determined in accordance with the Listing Rules. The Placing Price and the number of Placing Shares will be released via a Regulatory Information Service following the completion of the Bookbuild.

4 To bid in the Bookbuild, Subscribers should communicate their bid by telephone to their usual sales or equity capital markets contact at Merrill Lynch International. Each bid should state the number of Placing Shares for which the prospective Subscriber wishes to subscribe at either the Placing Price, which is ultimately established by Meggitt and Merrill Lynch International, or at prices up to a price limit specified in its bid. Bids may be scaled down by Merrill Lynch International on the basis referred to in paragraph 9 below.

5 The Bookbuild is expected to close no later than 4.30 p.m. (London time) on 18 January 2011 but may be closed earlier or later at the discretion of Merrill Lynch International. Merrill Lynch International may, in agreement with Meggitt, accept bids that are received after the Bookbuild has closed. Meggitt reserves the right (upon the agreement of Merrill Lynch International) to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.

6 Each prospective Subscriber's allocation will be agreed between Merrill Lynch International and Meggitt and will be confirmed orally by Merrill Lynch International as agent of Meggitt following the close of the Bookbuild. That oral confirmation will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Subscriber) to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this announcement (including this Appendix) and in accordance with Meggitt's articles of association.

7 Each prospective Subscriber's allocation and commitment will be evidenced by an electronic confirmation issued to such Subscriber by Merrill Lynch International. The terms of this announcement (including this Appendix) will be deemed incorporated therein.

8 Each Subscriber will also have an immediate, separate, irrevocable and binding obligation, owed to Meggitt and to Merrill Lynch International as agent of Meggitt, to pay to Merrill Lynch International (or as it may direct) in cleared funds, an amount equal to the product of the Placing Price and the number of Placing Shares such Subscriber has agreed to subscribe and Meggitt has agreed to allot and issue to that Subscriber.

9 Subject to paragraphs 4 and 5 above, Merrill Lynch International may choose not to accept bids or to accept bids, either in whole or in part, on the basis of allocations determined in agreement with Meggitt and may scale down any bids for this purpose on such basis as they may determine. Merrill Lynch International may also, notwithstanding paragraphs 4 and 5 above, subject to the prior consent of Meggitt (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time.

10 A bid in the Bookbuild will be made on the terms and subject to the conditions in this announcement (including this Appendix) and will be a legally binding commitment on the Subscriber on behalf of which it is made and except with the consent of Merrill Lynch International a bid will not be capable of variation or revocation after the time at which it is submitted.

11 Irrespective of the time at which a Subscriber's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be subscribed for pursuant to the Placing will be required to be made at the same time, on the basis explained below under 'Registration and Settlement'.

12 All obligations under the Bookbuild and Placing will be subject to fulfilment of the conditions referred to below under 'Conditions of the Placing' and to the Placing not being terminated on the basis referred to below under 'Termination of the Placing Agreement'.

13 By participating in the Bookbuild, each Subscriber will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Subscriber.

14 To the fullest extent permissible by law, neither Merrill Lynch International nor any of its affiliates shall have any liability to Subscribers (or to any other person whether acting on behalf of a Subscriber or otherwise). In particular, neither Merrill Lynch International nor any of its affiliates shall have any liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of Merrill Lynch International's conduct of the Bookbuild or of such alternative method of effecting the Placing as Merrill Lynch International and Meggitt may agree.

Conditions of the Placing

The obligations of Merrill Lynch International under the Placing Agreement are conditional on, inter alia:

15 the representations, warranties and agreements contained in the Placing Agreement being true and accurate on the date of the Placing Agreement, Admission, the date of the execution of the Terms of Subscription and the Closing Date;

16 Meggitt complying with its obligations under the Placing Agreement to a material extent in the context of the Placing and to the extent the same fall to be performed prior to Admission;

17 Meggitt allotting, subject only to Admission, the Placing Shares in accordance with the Placing Agreement; and

18 Admission taking place by 8.00a.m. (London time) on 21 January 2011 or such later date as Meggitt and Merrill Lynch International may otherwise agree.

If (i) any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or waived by Merrill Lynch International, by the respective time or date where specified (or such later time and/or date as Meggitt and Merrill Lynch International may agree), or (ii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Subscriber's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Subscriber agrees that no claim can be made by any Subscriber in respect thereof.

Merrill Lynch International may, at its discretion and upon such terms as it thinks fit, waive compliance by Meggitt with the whole or any part of any of Meggitt's obligations in relation to the conditions in the Placing Agreement save that the condition in the Placing Agreement relating to Admission taking place may not be waived. Any such extension or waiver will not affect Subscribers' commitments.

None of Merrill Lynch International, Meggitt or any other person shall have any liability to any Subscriber (or to any other person whether acting on behalf of a Subscriber or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and /or the date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing each Subscriber agrees that any such decision is within the absolute discretion of Merrill Lynch International.

Termination of the Placing

Merrill Lynch International is entitled, at any time before Admission, to terminate the Placing Agreement in relation to its obligations in respect of the Placing Shares by giving notice to Meggitt if, inter alia:

1 there has been a breach of any of the warranties and representations contained in the Placing Agreement or any failure to perform any of the undertakings in the Placing Agreement which in either case: (i) in the good faith opinion of Merrill Lynch is material in the context of the Meggitt Group as a whole or the Placing, or (ii) makes it, in the good faith opinion of Merrill Lynch, impractical or inadvisable to proceed with the Placing in the manner contemplated in the Placing Agreement; or

2 it shall come to the attention of Merrill Lynch International that any statement contained in this announcement, or any other document or announcement issued or published on behalf of Meggitt in connection with the Placing (together the "Placing Documents"), is or has become untrue, incorrect or misleading in any respect, or any matter has arisen, which would, if the Placing were made at that time, constitute a material omission from the Placing Documents or a material omission from or misleading inaccuracy in certain publically available information, or any of them, and which in either case: (i) in the good faith opinion of Merrill Lynch International is material in the context of the Meggitt Group as a whole or the Placing, or (ii) makes it, in the good faith opinion of Merrill Lynch International, impractical or inadvisable to proceed with the Placing in the manner contemplated in the Placing Agreement; or

3 in the good faith opinion of Merrill Lynch International, there has been, or Merrill Lynch International has become aware of, or there has been made public, a material adverse change, or any development reasonably likely to involve a material adverse change in the condition (financial, operational, legal or otherwise), or in the earnings, business affairs, solvency or prospects of Meggitt, whether or not arising in the ordinary course of business since the date of the Placing Agreement; or

4 there has occurred (i) any material adverse change in the financial markets in the United States, the United Kingdom, member states of the European Union or the international financial markets, (ii) any outbreak or escalation of hostilities, act of terrorism or other calamity or crisis or (iii) any change or development involving a prospective change in national or international political, financial or economic conditions, or currency exchange rates, in each case the effect of which is such as to make it, in the judgement of Merrill Lynch International (acting in good faith), impracticable or inadvisable to market the Placing Shares or to enforce contracts for the sale of the Placing Shares; or

5 if admission to listing of the Placing Shares on the London Stock Exchange plc has been withdrawn, or trading in any shares of the Company has been suspended or limited by the UKLA, or if trading generally on the London Stock Exchange or the New York Stock Exchange has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the regulatory authorities of the United States, the United Kingdom or any other governmental or self-regulatory authority, or a material disruption has occurred in commercial banking or shares settlement or clearance services in the United Kingdom, the United States or in Europe; or

6 if a banking moratorium has been declared by the authorities of any of the United Kingdom, the United States or the State of New York or any other member state of the EEA.

Upon such termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement subject to certain exceptions.

By participating in the Placing, Subscribers agree that the exercise by Merrill Lynch International of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Merrill Lynch International and that they need not make any reference to Subscribers and that they shall have no liability to Subscribers whatsoever in connection with any such exercise or failure so to exercise.

No prospectus

No offering document or prospectus has been or will be submitted to be approved by the FSA in relation to the Placing and Subscribers' commitments will be made solely on the basis of publicly available information taken together with the information contained in this announcement (including this Appendix) released by Meggitt today, and subject to the further terms set forth in the electronic confirmation to be provided to individual prospective Subscribers.

Each Subscriber, by accepting a participation in the Placing, agrees that the content of this announcement (including this Appendix) and the publicly available information released by or on behalf of Meggitt is exclusively the responsibility of Meggitt and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of Meggitt (other than publicly available information) or Merrill Lynch International or any other person and neither Merrill Lynch International or Meggitt nor any other person will be liable for any Subscriber's decision to participate in the Placing based on any other information, representation, warranty or statement which the Subscribers may have obtained or received. Each Subscriber acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of Meggitt in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and settlement

Settlement of transactions in the Placing Shares following Admission will take place within the system administered by CREST, subject to certain exceptions. Meggitt reserves the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Subscribers in certificated form if, in Merrill Lynch International's opinion, delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this announcement or would not be consistent with the regulatory requirements in the Subscriber's jurisdiction.

Following the close of the Bookbuild for the Placing, each Subscriber allocated Placing Shares in the Placing will be sent an electronic confirmation stating the number of Placing Shares to be allocated to it at the Placing Price and settlement instructions.

Each Subscriber agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions that it has in place with Merrill Lynch International.

Meggitt will deliver the Placing Shares to a CREST account operated by Merrill Lynch International as agent for Meggitt and Merrill Lynch International will enter its delivery (DEL) instruction into the CREST system. Merrill Lynch International will hold any Placing Shares delivered to this account as nominee for the Subscribers. The input to CREST by a Subscriber of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Subscriber against payment.

It is expected that settlement will be on 21 January 2011 on a T + 3 basis.

Interest is chargeable daily on payments not received from Subscribers on the due date at the rate of two percentage points above LIBOR as determined by Merrill Lynch International.

Each Subscriber is deemed to agree that, if it does not comply with these obligations, Meggitt may sell any or all of the Placing Shares allocated to that Subscriber on such Subscriber's behalf and retain from the proceeds, for Meggitt's account and benefit, an amount equal to the aggregate amount owed by the Subscriber plus any interest due and each Subscriber, by communicating a bid for Placing Shares, confers on Meggitt all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Meggitt lawfully takes in pursuance of such sale. The relevant Subscriber will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Subscriber's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Subscribers must ensure that the electronic confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Subscriber's name or that of its nominee or in the name of any person for whom a Subscriber is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax. Subscribers will not be entitled to receive any fee or commission in connection with the Placing.

Representations and warranties

By communicating a bid for Placing Shares each Subscriber (and any person acting on such Subscriber's behalf):

1 represents and warrants that it has read this announcement, including this Appendix, in its entirety and that its subscription for the Placing Shares is subject to and based upon all the terms, conditions, warranties, acknowledgements, agreements and undertakings and other information contained herein;

2 acknowledges and agrees that no offering document, listing particulars or prospectus has been or will be prepared in connection with the Bookbuild, the Placing or the Placing Shares and represents and warrants that it has not received a prospectus or other offering document in connection with the Bookbuild, the Placing or the Placing Shares;

3 acknowledges that the Ordinary Shares are listed on the Official List of the FSA, and Meggitt is therefore required to publish certain business and financial information in accordance with the rules and practices of the FSA, which includes a description of the nature of Meggitt's business and Meggitt's most recent balance sheet and profit and loss account and that the Subscriber is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

4 acknowledges that neither of Merrill Lynch International or Meggitt nor any of their affiliates nor any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or Meggitt or any other person other than this announcement; nor has it requested any of Merrill Lynch International, Meggitt, any of their affiliates or any person acting on behalf of any of them to provide it with any such information;

5 acknowledges that (i) unless otherwise agreed with Meggitt and Merrill Lynch International, it and, if different, the beneficial owner of the Placing Shares is not, and at the time the Placing Shares are subscribed for will not be residents of Australia, Canada, Japan or South Africa, and (ii) the Placing Shares have not been and will not be registered under the securities legislation of the United States, Australia, Canada, Japan or South Africa and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, in or into those jurisdictions;

6 acknowledges that the content of this announcement is exclusively the responsibility of Meggitt and that neither Merrill Lynch International nor any person acting on its behalf has or shall have any liability for any information, representation or statement contained in this announcement or any information previously published by or on behalf of Meggitt and will not be liable for any Subscriber's decision to participate in the Placing based on any information, representation or statement contained in this announcement or otherwise. Each Subscriber further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Subscriber has relied in committing itself to subscribe for the Placing Shares is contained in this announcement and any information previously published by Meggitt by notification to a Regulatory Information Service, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by any of Merrill Lynch International or Meggitt nor any of their respective affiliates and neither Merrill Lynch International or Meggitt nor any of their respective affiliate will be liable for any Subscriber's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Subscriber further acknowledges and agrees and represents and warrants that it has relied exclusively on its own investigation of the business, financial or other position of Meggitt in deciding to participate in the Placing;

7 acknowledges that neither Merrill Lynch International nor any person acting on behalf of it nor any of its affiliates has or shall have any liability for any publicly available or filed information, or any representation relating to Meggitt, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

8 represents and warrants that neither it, nor the person specified by it for registration as a holder of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, and that the Placing Shares are not being acquired in connection with, a person whose business either is or includes issuing depositary receipts or the provision of clearance services;

9 represents and warrants that it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Criminal Justice Act 1993, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations 2007 (the 'Regulations') and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

10 if a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, represents and warrants that the Placing Shares subscribed for and/or purchased by it in the Placing have not been acquired or subscribed for on a non-discretionary basis on behalf of, nor will they be acquired or subscribed for with a view to their offer or resale to, persons in a member state of the European Economic Area which has implemented the Prospectus Directive other than to "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive, or in circumstances in which the prior consent of Merrill Lynch International has been given to the proposed offer or resale;

11 represents and warrants that it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer of transferable securities to the public in the United Kingdom within the meaning of section 85(1) of the Financial Services and Markets Act 2000 ('FSMA');

12 represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the European Economic Area prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the European Economic Area within the meaning of the Prospectus Directive;

13 represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;

14 represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

15 represents and warrants that it is a person falling within Article 19(1) and/or Article 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or is a person to whom this announcement may otherwise be lawfully communicated and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

16 if a person resident in a member state of the European Economic Area, represents and warrants that it is a 'qualified investor' within the meaning of Article 2(1)(e) of the Prospectus Directive;

17 represents and warrants that it and any person acting on its behalf is entitled to subscribe for and/or purchase the Placing Shares under the laws of all relevant jurisdictions which apply to it, and that the subscription for the Placing Shares by it or any person acting on its behalf will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise and that it has obtained all such governmental and other guarantees and other consents which may be required thereunder and complied with all necessary formalities;

18 undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as Merrill Lynch International or Meggitt may in its discretion determine and without liability to such Subscriber, and that it will remain liable for any shortfall between the proceeds of such sale and the placing proceeds of such Placing Shares;

19 acknowledges that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that Meggitt may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

20 acknowledges that neither Merrill Lynch International, nor any of its respective affiliates, nor any person acting on behalf of any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of Merrill Lynch International and that Merrill Lynch International has no duties or responsibilities to it for providing the protections afforded to its clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

21 undertakes that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither of Merrill Lynch International nor Meggitt will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Subscriber and any person acting on behalf of such Subscriber agrees to participate in the Placing and it agrees to indemnify Meggitt and Merrill Lynch International on an after-tax basis in respect of the same on the basis that the Placing Shares will be allotted to the CREST stock account of Merrill Lynch International who will hold them as nominee on behalf of such Subscriber until settlement in accordance with its standing settlement instructions;

22 acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreements shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by Meggitt or Merrill Lynch International in any jurisdiction in which the relevant Subscriber is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

23 acknowledges and agrees that Meggitt, Merrill Lynch International and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to Merrill Lynch International on its own behalf and on behalf of Meggitt and that they are irrevocable;

24 irrevocably authorises Merrill Lynch International or Meggitt to produce this announcement pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;

25 agrees to indemnify on an after-tax basis and hold Meggitt, Merrill Lynch International and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this announcement (including this Appendix) and further agrees that the provisions of this announcement (including this Appendix) shall survive after completion of the Placing;

26 represents and warrants that it will subscribe for any Placing Shares for which it subscribes for its account or for one or more accounts as to each of which it exercises sole investment discretion and it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;

27 acknowledges that its commitment to subscribe for Placing Shares on the terms set out in this announcement (including this Appendix) and in the electronic confirmation will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Subscribers will have no right to be consulted or require that their consent be obtained with respect to Meggitt's conduct of the Placing. The foregoing representations, warranties and confirmations are given for the benefit of Meggitt as well as Merrill Lynch International. The agreement to settle a Subscriber's subscription (and/or the subscription of a person for whom such Subscriber is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to the subscription by it and/or such person direct from Meggitt for the Placing Shares in question. Such agreement assumes, and is based on a warranty from each Subscriber, that neither it, nor the person specified by it for registration as holder, of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, and that the Placing Shares are not being acquired in connection with, a person whose business either is or includes issuing depositary receipts or the provision of clearance services. If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event the Subscriber agrees that it shall be responsible for such stamp duty or stamp duty reserve tax, and neither Meggitt nor Merrill Lynch International shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Subscriber should seek its own advice and notify Merrill Lynch International accordingly;

28 acknowledges that no action has been or will be taken by any of the Company, Merrill Lynch International or any person acting on behalf of Meggitt or Merrill Lynch International that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;

29 acknowledges that it has such knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of Meggitt and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;

30 warrants and represents that it has (i) made its own assessment and satisfied itself concerning legal, regulatory, tax, business and financial considerations in connection with the Placing to the extent it deems necessary; (ii) had access to review publicly available information concerning the Meggitt group that it considers necessary or appropriate and sufficient in making an investment decision; (iii) reviewed such information as it believes is necessary or appropriate in connection with its subscription for the Placing Shares; and (iv) made its investment decision based upon its own judgement, due diligence and analysis and not upon any view expressed or information provided by or on behalf of Merrill Lynch International;

31 understands and agrees that it may not rely on any investigation that Merrill Lynch International or any person acting on its behalf may or may not have conducted with respect to the Company and its affiliates or the Placing and Merrill Lynch International has not made any representation to it, express or implied, with respect to the merits of the Placing, the subscription for the Placing Shares, or as to the condition, financial or otherwise, of the Company and its affiliates, or as to any other matter relating thereto, and nothing in this announcement (including this Appendix) shall be construed as a recommendation to it to subscribe for the Placing Shares. It acknowledges and agrees that no information has been prepared by, or is the responsibility of, Merrill Lynch International or the Company for the purpose of this Placing;

32 represents and warrants that the issue to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services);

33 represents and warrants that it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to this participation and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this announcement (including this Appendix)); and

34 acknowledges and agrees that it will not hold Merrill Lynch International or any of its associates or any person acting on its behalf responsible or liable for any misstatements in or omission from any publicly available information relating to the Company's group or information made available (whether in written or oral form) relating to the Company's group (the 'Information') and that none of Merrill Lynch International or any person acting on behalf of Merrill Lynch International makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the Information or accepts any responsibility for any of the Information.

By participating in the Placing, each Subscriber (and any person acting on such Subscriber's behalf) subscribing for Placing Shares pursuant to Regulation S of the Securities Act acknowledges that the Placing Shares have not been and will not be registered under the Securities Act and the Placing Shares are being offered and sold outside the United States pursuant to Regulation S under the Securities Act. Each such Subscriber represents and warrants that the offer and sale of the Placing Shares to it has been made in an 'offshore transaction' (as such term is defined in Regulation S under the Securities Act) meeting the requirements of Regulation S.

By participating in the Placing, each Subscriber (and any person acting on such Subscriber's behalf) subscribing for Placing Shares other than pursuant to Regulation S of the Securities Act:

1 represents and warrants that it is a 'qualified institutional buyer' ('QIB') within the meaning of Rule 144A under the Securities Act acquiring such Placing Shares for its own account or for the account of one or more QIBs with respect to whom it has the authority to make, and does make, the representations, warranties and agreements in this announcement (including this Appendix);

2 represents and warrants that the Placing Shares have not been, and will not be, registered under the Securities Act or with any State or other jurisdiction of the United States and that it is aware, and each beneficial owner of such Placing Shares has been advised, that the Placing Shares are being offered and sold to it in accordance with the exemption from registration under the Securities Act for transactions by an issuer not involving a public offering of securities in the United States;

3 represents and warrants that for so long as the Placing Shares are "restricted securities" within the meaning of Rule 144 under the Securities Act the Placing Shares may not and will not be reoffered, resold, pledged or otherwise transferred by it except (i) outside the United States in an offshore transaction pursuant to Rule 903 or Rule 904 of Regulation S under the Securities Act, (ii) in the United States to a person whom the seller reasonably believes is a QIB purchasing for its own account or for the account of one or more QIBs to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A, in a transaction meeting the requirements of Rule 144A under the Securities Act, (iii) pursuant to Rule 144 under the Securities Act (if available), (iv) to Meggitt, or (v) pursuant to an effective registration statement under the Securities Act, in each case in compliance with all applicable securities laws of the states of the United States; acknowledges that the Placing Shares are 'restricted securities' as defined in Rule 144(a)(3) under the Securities Act;

4 represents and warrants that it will notify any transferee to whom it subsequently reoffers, resells, pledges or otherwise transfers the Placing Shares of the foregoing restrictions on transfer;

5 represents and warrants that for so long as the Placing Shares are 'restricted securities' (within the meaning of Rule 144(a)(3) under the Securities Act), it will segregate such Placing Shares from any other Ordinary Shares that it holds that are not restricted securities, shall not deposit such shares in any unrestricted depositary receipt facility established or maintained by a depositary bank in respect of Ordinary Shares and will only transfer such Placing Shares in accordance with the foregoing restrictions;

6 represents and warrants that if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, each such account is a QIB, it has sole investment discretion with respect to each such account and it has full power and authority to make, and does make, the acknowledgements, representations, warranties and agreements in this announcement (including this Appendix) on behalf of each such account;

7 represents and warrants that it is acquiring such Placing Shares for its own account (or the account of one or more QIBs as to which it has sole investment discretion) for investment purposes and (subject to the disposition of its property being at all times within its control) not with a view to any distribution of the Placing Shares;

8 understands that the Placing Shares, to the extent they are in certificated form, unless otherwise determined by the Company in accordance with applicable law, will bear a legend setting forth the foregoing restrictions on transfer; and

9 represents and warrants that no representation has been made as to the availability of the exemption provided by Rule 144 or any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares.

Each Subscriber subscribing for Placing Shares other than pursuant to Regulation S of the Securities Act will be required to execute and deliver an investor letter containing the foregoing representations, warranties and agreements.

In addition, Subscribers should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.

Each Subscriber and any person acting on behalf of each Subscriber acknowledges and agrees that Merrill Lynch International or any of its affiliates may, at their absolute discretion, agree to become a Subscriber in respect of some or all of the Placing Shares.

When a Subscriber or person acting on behalf of the Subscriber is dealing with Merrill Lynch International, any money held in an account with any of Merrill Lynch International on behalf of the Subscriber and/or any person acting on behalf of the Subscriber will not be treated as client money within the meaning of the rules and regulations of the FSA made under FSMA. The Subscriber acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from Merrill Lynch International 's money in accordance with the client money rules and will be used by Merrill Lynch International in the course of its own business; and the Subscriber will rank only as a general creditor of Merrill Lynch International. All times and dates in this announcement may be subject to amendment. Merrill Lynch International shall notify the Subscribers and any person acting on behalf of the Subscribers of any changes.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

DEFINITIONS

In this announcement:

'Admission' means the admission of the Placing Shares to listing on the Official List of the Financial Services Authority and to trading on the main market of the London Stock Exchange by the making of an announcement in accordance with the Listing Rules of the UKLA;

'announcement' means this announcement (including the Appendix to this announcement);

'BofA Merrill Lynch' means Merrill Lynch International;

'Bookbuild' means the bookbuilding process to be conducted by BofA Merrill Lynch to use reasonable endeavours to procure Subscribers for the Placing Shares, as described in this announcement and subject to the terms and conditions set out in this announcement and the Placing Agreement;

'CREST' means the system of paperless settlement of trades and the holding of uncertificated securities administered by Euroclear UK & Ireland Limited);

'Closing Date' means the date set out in the executed version of the Terms of Subscription;

'FSA' means the Financial Services Authority;

'London Stock Exchange' means The London Stock Exchange plc;

'Meggitt' or the 'Company' means Meggitt PLC;

'Meggitt Group' means the Company and its subsidiary undertakings including, where the context requires, any one or more such companies';

'Ordinary Share' means an ordinary share of 5 pence each in the capital of the Company;

'Placing' means the placing of the Placing Shares by BofA Merrill Lynch, on behalf of the Company pursuant to the terms of the Placing Agreement;

'Placing Agreement' means the placing agreement dated 18 January 2011 between the Company and BofA Merrill Lynch in respect of the Placing;

'Placing Shares' means the up to 69,800,000 new Ordinary Shares to be issued pursuant to the Placing, such number to be determined at the close of the Bookbuild;

'Prospectus Directive' means the Directive of the European Parliament and of the Council of the European Union 2003/71/EC;

'Securities Act' means the US Securities Act of 1933, as amended;

'Subscriber' means any person (including individuals, funds or otherwise) by whom or on whose behalf a commitment to subscribe for Placing Shares has been given;

'Terms of Subscription' means the terms of subscription signed by Meggitt and BofA Merrill Lynch substantially in the form set out in Schedule 1 of the Placing Agreement;

'UKLA' means the FSA in its capacity as United Kingdom Listing Authority;

'United Kingdom' or 'UK' means the United Kingdom of Great Britain and Northern Ireland; and

'United States' or 'US' means the United States of America, its territories and possessions, any state of the United States and the District of Columbia.