(registered in England and Wales no. 876412)
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt about the action you should take, you should consult your stockbroker, bank, solicitor, accountant, fund manager or other appropriate independent professional adviser. If you no longer hold shares in Premier Farnell plc, please pass this document to the purchaser or transferee or to the agent who dealt with the sale or transfer to be sent on to the new owner of the shares.

Notice of Annual General Meeting 2015/16 Premier Farnell
02
12 May 2016
Dear shareholder
This notice gives you details of the annual general meeting of Premier Farnell plc (“the Company”) on Tuesday 14 June 2016.
The formal notice of the meeting starts on page 3.
The business of the meeting
The meeting will cover standard matters likely to arise at every annual general meeting. In addition, resolution 19 proposes adoption by the Company of new articles of association, to remove references to the Company’s preference shares, all of which have been redeemed.
The Directors’ view is that all the proposals will promote the success of the Company and are in the best interests of shareholders as a whole. The Directors have confirmed to me that they intend to vote in favour of the proposed resolutions and recommend that you also do so.
How to vote
You can vote by attending in person and voting at the meeting or by appointing a proxy. You are not entitled to attend or vote if you are not registered as an ordinary shareholder by 17:30 on Friday 10 June 2016.
Attending the meeting
The map on the enclosed proxy form shows you where the meeting will be held. Voting at the meeting will be on a poll, in order to ensure that every vote lodged is recognised. There is more information on polls in note 14 on page 10.
Appointing a proxy
If you are entitled to come to the meeting but cannot, you can appoint someone as your proxy to attend and vote for you. A proxy does not need to be a shareholder. I can act as your proxy if you wish.
If you want to appoint a proxy, please either:
ƒ complete and send back the proxy form enclosed in the pre-paid envelope sent with this notice;
ƒ send your instruction electronically at www.investorcentre.co.uk/eproxy (see note 3 for more information);
ƒ appoint your proxy through CREST, if you are a CREST member (see note 4 for more information).
However sent, your instruction must be received by our Registrar, Computershare Investor Services PLC, before 11:00 on Friday,
10 June 2016. Appointing a proxy does not affect your right to attend the meeting and vote, if you decide subsequently that this is what you want to do. There is more information on proxies in notes 1 to 4 and on the enclosed proxy form.
Supporting documents
Copies of the following documents will be available for inspection at the Company’s registered office and at its offices at 55 Strand,
London, WC2N 5LR during normal business hours on any weekday (other than bank holidays):
ƒ the terms of appointment of the Company’s Non-Executive Directors; and for the purposes of the meeting and from the date of this notice until 14 June 2016:
ƒ the draft new articles of association and a copy of the current articles of association, marked to show all the changes pursuant to resolution 19. Both documents will also be available for inspection at the offices of Allen & Overy LLP,
One Bishops Square, London E1 6AD, from the date of this notice until the conclusion of the annual general meeting.
The documents will also be available at the meeting, for at least 15 minutes prior and during it.
Results of the meeting
The results of the voting at the meeting will be available on the Company’s website after the meeting.
Yours faithfully
Val Gooding
Chairman

03
NOTICE IS HEREBY GIVEN of the Annual General Meeting of Premier Farnell plc to be held at the offices of Allen & Overy LLP,
One Bishops Square, London, E1 6AD, UK on Tuesday, 14 June 2016 at 11.00 am to transact the following business:
Items 1 to 15 will be proposed as ordinary resolutions. For these resolutions to be passed more than 50% of the votes cast must be in favour.
Annual Report and Accounts
1 To receive the Annual Report and Accounts for the financial year ended 31 January 2016.
The Directors present their reports, the accounts and the auditors’ report to shareholders for approval at the meeting.
The accounts were prepared in accordance with ‘Financial Reporting Standard 101 Reduced Disclosure Framework’ (FRS 101) and, as described in the accounting policies, applied exemptions available under FRS 101. The Board considers that it is in the best interests of the Company to continue using FRS 101.
Directors’ Remuneration Report
2 To approve the Directors’ Remuneration report (other than those sections of the report setting out the Directors’ Remuneration policy) for the financial year ended 31 January 2016.
Shareholders are asked to approve the Directors’ Remuneration report in the Company’s Annual Report and Accounts for the financial year to 31 January 2016. This resolution is advisory and entitlement to remuneration is not conditional on it. The Directors’ Remuneration policy was approved by the Company at its 2014 Annual General Meeting and no changes to it are proposed.
Dividend
3 To declare a final dividend of 3.6p for each ordinary share payable on 23 June 2016 to ordinary shareholders on the register as at the close of business on 27 May 2016.
The Directors recommend a final dividend of 3.6p per ordinary share, payment of which requires shareholder approval.
If approved, this will become due and payable on 23 June 2016 to all ordinary shareholders on the register of members at the close of business on 27 May 2016 and will bring the total dividend the Board for the financial year to 31 January 2016 to 6.2p per ordinary share.
Election and Re-election of Directors
In accordance with the Company’s articles of association, any Director appointed by the Board since the last annual general meeting must stand for election at the next annual general meeting. Jos Opdeweegh was appointed as Chief Executive Officer on 11 April 2016 and Geraint Anderson was appointed as a Non-Executive Director by the Board on 9 November 2015. Each now offers himself for election by the shareholders.
In line with best practice in corporate governance, all of our Directors retire annually and, if agreed with them that they will continue in office, they offer themselves for re-election by the shareholders. All of the Directors (with the exception of Jos Opdeweegh and
Geraint Anderson, both of whom joined the Board too late in the year to participate in the process) have taken part in a formal evaluation procedure during the year and the continued commitment and effective contribution of each of them is confirmed.
The Board considers that Jos Opdeweegh’s and Geraint Anderson’s skills and experience, as outlined in their respective biographies below, will be of benefit to the Board and the Company.
The Directors’ biographical details are set out below to enable shareholders to make an informed decision on their election or re-election, as appropriate.
4 To elect Jos Opdeweegh as a Director of Premier Farnell plc.
Appointed as Chief Executive Officer on 11 April 2016.
Jos has over 17 years’ experience in senior leadership positions in a number of industrial sectors and global enterprises.
Most recently he was CEO of Neovia Logistics, a global leader in industrial contract logistics, and led its carve-out from
Caterpillar to form a standalone company. His operational executive roles include 4 years as CEO of Americold Realty Trust and 7 years as President and CEO of syncreon, (formerly TDS Logistics). His Board experience includes a non-executive directorship of Interline Brands, a leading distributor of MRO products in the USA. Jos’ international experience and achievements in enhancing value for shareholders across a range of businesses provide a strong platform for the next stage of the Company’s development. Jos currently serves as a Non-Executive Director of Aplicor Inc, a UD business involved in the development and supply of ERM, CRM and eCommerce software solutions.

Notice of Annual General Meeting 2015/16 Premier Farnell
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5 To elect Geraint Anderson as a Director of Premier Farnell plc.
Appointed as a Non-Executive Director with effect from 9 November 2015.
Geraint is a Non Executive Director and Senior Independent Director of Fenner plc. He was formerly Interim Chief Executive
Officer of Volex plc, a leading provider of interconnect solutions and power products, where he also served as a Non-Executive
Director. He has also held roles as Chief Executive Officer at TT Electronics plc, Vice President of Cisco Systems, and Senior
Vice President of Pirelli. His extensive experience in executive management and operational roles in a number of industries, including engineering and power products, make him a valuable addition to the Board.
6 To re-elect Val Gooding as a Director of Premier Farnell plc.
Appointed as Non-Executive Chairman in June 2011.
Val is a Non-Executive Director of Vodafone Group Plc and TUI AG and a Trustee of Historic Royal Palaces, The Royal Botanic
Gardens, Kew and the English National Ballet. Val has a wealth of international business and leadership experience, having held senior strategic and operational roles in a variety of businesses focussed on customer service and served on the Boards of a number of global quoted companies, charities and governmental organisations. Val was CEO of BUPA during a ten-year period of strong growth and global expansion and was a senior executive at British Airways, latterly as Director for Asia Pacific. Val has also served as a Non-Executive Director of Standard Chartered plc, J Sainsbury plc, the BBC, the Lawn Tennis Association, the Home Office, Compass Group plc, BAA plc and CWC Communications plc.
7 To re-elect Mark Whiteling as a Director of Premier Farnell plc.
Appointed to the Board as Chief Financial Officer in November 2012, as Interim Chief Executive Officer in August 2015 and as
Deputy Chief Executive Officer from 11 April 2016.
Mark has extensive financial and commercial experience in the global distribution and electronics industries and has made significant contributions to the Company’s strategy and leadership during his terms of office. Mark was Premier Farnell’s Chief
Financial Officer and a member of the Board from 2006 to 2011, re-joining the Company in November 2012 in an expanded role.
From August 2011 to November 2012 he was Chief Financial Officer of Autobar Limited. Before joining Premier Farnell in 2006
Mark was Group Finance Director of Communisis plc and, prior to that, of Tibbett & Britten plc. Mark formerly held the position of Non-Executive Director and Chairman of the Audit Committee at Future plc and is currently a Non-Executive Director, Senior
Independent Director and Chairman of the Audit Committee of Hogg Robinson plc. Mark is a chartered accountant.
8 To re-elect Gary Hughes as a Director of Premier Farnell plc.
Appointed as a Non-Executive Director in November 2014.
Gary is a senior member of the Operational Excellence team at Apax Partners LLP, a leading global private equity firm, and is a Non-Executive Director of two of their portfolio companies: Smart Technologies Inc in Canada and BMI Healthcare
Ltd in the UK. Gary is also a Non-Executive Director of Booker Group plc; Non Executive Director, Chair of the Audit Committee and Senior Independent Director of SECC Limited; Non-Executive Director and Chair of the Remuneration Committee of the
Scottish Football Association Limited; and Non-Executive Director and Chair of the Audit and Risk Committee of Majid al
Futtaim Retail Ltd in the Middle East. Gary was formally Chief Financial Officer of Gala Coral Group, Chief Executive Officer of the largest operating division of United Business Media plc and Group Finance Director of Emap plc. He has also recently completed 10 years on the Board of J Sainsbury Plc. We believe Gary’s extensive involvement in both the public and private markets, as well as his general management, corporate finance, operational finance and private equity experience adds considerable value across both the strategic agenda of Premier Farnell, as well as its operational finance, and makes him a good choice as Chair of the Company’s Audit Committee.
9 To re-elect Thomas Reddin as a Director of Premier Farnell plc.
Appointed as a Non-Executive Director in September 2010.
Tom is a Non-Executive Director of Asbury Automotive Group Inc., Deluxe Corporation and Tanger Factory Outlet Centers Inc.
He is a Managing Partner of Red Dog Ventures, LLC, a venture capital and advisory firm in the digital arena. Tom’s primary areas of expertise are in marketing, branding and digital innovation. Tom’s extensive experience in these areas serves him well in his role as Chairman of the Company’s Digital Advisory Board. Tom was formerly Vice President of Consumer Marketing at
Coca-Cola USA and President, COO, and ultimately CEO, of LendingTree LLC, a market leader in web-based lending.

05
10 To re-elect Peter Ventress as a Director of Premier Farnell plc.
Appointed as a Non-Executive Director in October 2013.
Peter has broad international experience in the B2B environment. Until 2014, Peter was Chief Executive Officer of Berendsen plc. Prior to joining Berendsen in 2010, he was International President of Staples Inc and also spent ten years in senior management positions with Corporate Express N.V., becoming Chief Executive in 2007. During his roles at Corporate Express and Staples, Peter was a Non-Executive Director of Corporate Express Australia Ltd. His recent experience of leading a multi-channel proposition globally provides the Board with valuable insight into the opportunities and challenges available to Premier Farnell. Peter serves as Deputy Chairman and Senior Independent Director of Galliford Try plc and Non-Executive
Director of Softcat plc and BBA Aviation plc.
11 To re-elect Paul Withers as a Director of Premier Farnell plc
Appointed as a Non-Executive Director in September 2007.
Paul is a Non-Executive Director of Hyder Consulting plc and Devro plc and Senior Independent Director of Keller Group plc.
Paul has considerable experience of leadership in both developing and established markets and of strategic development at both business and corporate level. Paul was formerly Group Managing Director of BPB plc, where he led their Emerging
Markets operations. Paul has extensive board experience and has had significant interaction with the Company’s shareholders in his role as Chair of the Remuneration Committee. He is also the Company’s Senior Independent Director.
The Auditors
12 To reappoint PricewaterhouseCoopers LLP as auditors of the Company, to hold office until the conclusion of the next annual general meeting at which accounts are laid before the Company.
PricewaterhouseCoopers LLP are seeking reappointment as auditors of the Company. Their reappointment was recommended to the Board by the Audit Committee.
Paying the Auditors
13 To authorise the Audit Committee to fix the remuneration of PricewaterhouseCoopers LLP as auditors of the Company.
It is normal practice for a company’s audit committee to be authorised to agree the auditors’ fees.
Authority to allot shares
14 That:
(a) the Directors be authorised to allot shares in the Company or grant rights to subscribe for, or convert any security into, shares in the Company in accordance with article 8 of the Company’s articles of association, up to a maximum nominal amount of £6,194,463;
(b) t his authority shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution, or, if earlier, at the close of business on 1 August 2017; and
(c) all previous unutilised authorities under section 551 of the Companies Act 2006 shall cease to have effect (save to the extent that the same are exercisable pursuant to section 551(7) of the Companies Act 2006 by reason of any offer or agreement made prior to the date of this resolution which would or might require shares to be allotted or rights to be granted on or after that date).
It is standard practice for most public companies to renew the Directors’ authority to allot shares at each annual general meeting, and the Directors consider it appropriate to do so again this year. Resolution 14 will allow the Directors to allot ordinary shares up to a maximum nominal amount of £6,194,463 representing approximately one third (33.33%) of the
Company’s existing issued ordinary share capital, calculated as at 3 May 2016 (being the latest practicable date prior to publication of this Notice). The proposed new authority will expire at the conclusion of the 2017 annual general meeting of the Company or, if earlier, on 1 August 2017. The Directors have no present intention of exercising this authority.
As at 3 May 2016, the Company’s issued ordinary share capital amounted to £18,585,248 comprising 371,704,956 ordinary shares of 5 pence each, and the Company did not hold any shares in treasury.

Notice of Annual General Meeting 2015/16 Premier Farnell
06
Donations to EU political organisations
15 That each of the Company and each relevant subsidiary be and is hereby generally and unconditionally authorised for the purposes of Section 366 of the Companies Act 2006 to make:
(a) political donations to political parties or independent election candidates not exceeding £100,000 in total;
(b) political donations to political organisations other than political parties not exceeding £100,000 in total;
(c) political expenditure not exceeding £100,000 in total.
provided that the maximum aggregate sum which may be donated or expended, as appropriate, by the Company or each relevant subsidiary pursuant to the authority granted by this resolution shall not exceed £100,000 in relation to the
Company or any relevant subsidiary, which may be comprised of one or more amounts in different currencies which shall be converted at such rate as may be determined by the Board, in its absolute discretion, to be appropriate, and provided further that the authority granted by this resolution shall run until expiry of the Company’s next following annual general meeting or, if earlier, 1 August 2017.
For the purposes of this resolution 15:
(i) a “relevant subsidiary” shall be any company which is a subsidiary of Premier Farnell plc at the time that this resolution is passed or at any time during the period from the date of the passing of this resolution until the expiry of the Company’s next following Annual General Meeting or, if earlier, 1 August 2017; and
(ii) “political donations”, “political parties”, “independent election candidates”, “political organisations” and “political expenditure” shall have the meanings set out in Sections 363 to 365 of the Companies Act 2006.
It remains the Company’s policy not to make political donations or incur political expenditure. However, in order to prevent any inadvertent breach of the provisions of the Companies Act 2006 which prohibit the making of EU political donations or incurring of political expenditure without authority, the Company is seeking approval for the making of any such donations or the incurring of such expenditure both for itself and its subsidiaries. If granted, the approval will be on the terms as to maximum amount and duration set out in this resolution 15.
Items 16 to 19 will be proposed as special resolutions. For these resolutions to be passed at least 75% of the votes cast must be in favour.
Authority for Premier Farnell plc to dis-apply pre-emption rights
16 That:
(a) in accordance with article 9 of the Company’s articles of association (the Articles ), the Directors be given power to allot equity securities for cash;
(b) the power under paragraph (a) above (other than in connection with a rights issue, as defined in article 9(b)(ii) of the Articles) shall be limited to the allotment of equity securities having a nominal amount not exceeding in aggregate £1,858,254;
(c) this authority shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution or, if earlier, at the close of business on 1 August 2017; and
(d) all previous unutilised authorities under sections 570 and 573 of the Companies Act 2006 shall cease to have effect.
If shares are allotted for cash, Section 561 of the Companies Act 2006 requires that those shares be offered first to existing shareholders in proportion to the number of shares they hold. However, it may sometimes be in the interests of the Company for the Directors to allot some shares for cash other than by way of a pre-emptive offer to existing shareholders. This resolution allows the Directors to do that in certain circumstances and subject to certain restrictions. The authority is limited to the issue of shares for cash in connection with a rights issue or other pre-emptive offer or, in other circumstances (except under employees’ share schemes), up to an aggregate maximum nominal amount of £1,858,524 representing approximately 10% of the Company’s issued share capital as at 3 May 2016, which is within the most recent guidelines issued by investor protection committees. The authority will, if granted, extend to any treasury shares held by the Company and, in line with current best practice, will expire at the conclusion of our next annual general meeting or, if earlier, on 1 August 2017. The explanatory notes to the next resolution provide further information on treasury shares.
The Directors intend to adhere to the provisions in the Pre-Emption Group’s Statement of Principles, as updated in March 2015, and not to allot shares for cash on a non pre-emptive basis pursuant to the authority in this resolution 16:
(i) in excess of an amount equal to 5% of the total issued ordinary shares capital of the Company; or
(ii) in excess of an amount equal to 7.5% of the total issued ordinary share capital of the Company within a rolling three-year period without prior consultation with shareholders.
In each case other than in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment or which has taken place in the preceding six-month period and is disclosed in the announcement of the allotment.

07
Authority for Premier Farnell plc to buy-back its own ordinary shares
17 To authorise the Company generally and unconditionally in accordance with the Companies Act 2006 to purchase ordinary shares of 5p each in the capital of the Company by way of market purchase (within the meaning of Section 693 of the
Companies Act 2006) subject to the following conditions:
(a) the maximum aggregate number of ordinary shares which may be purchased under this authority is 37,170,495;
(b) the minimum price (exclusive of expenses) which may be paid for any such share is 5p and the maximum price (exclusive of expenses) shall not be more than the higher of 5% above the average of the middle market quotations for ordinary shares taken from the London Stock Exchange Daily Official List for the five business days immediately before the date the shares are purchased and the price stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation 2003;
(c) this authority will expire at the conclusion of the Company’s next annual general meeting after the passing of this resolution or, if earlier, on 1 August 2017, provided that any contract for the purchase of such ordinary shares which was concluded before the expiry of this authority may be executed wholly or partly after this authority expires; and
(d) all existing authorities for the Company to make market purchases of its ordinary shares are revoked, except in relation to the purchase of shares under a contract or contracts concluded before the date of this resolution and which has or have not yet been executed.
It is proposed that, in common with many other listed companies, the Company be given authority to make market purchases of its own shares. The number of ordinary shares the Company can buy is limited to a maximum of 10% of the shares, calculated by reference to the number in issue at 3 May 2016, which is the latest date it was practicable to calculate this figure before sending out this Notice. The resolution sets out the lowest and the highest price we can pay for shares. Article 5(1) of the
Buy-Back and Stabilisation Regulation 2003 (which regulates the making of market purchases by a Company of its own shares) will be superseded and it is expected that the Listing Rules will be amended, when Article 5 of the Market Abuse Regulation (E)
No.596/2014 comes into force on 3 July 2016. Any share buy-backs on or after 3 July 2016 would comply with the terms of this resolution 17 and with the Listing Rules in force at the relevant time. The authority expires at the end of the next annual general meeting or, if earlier, on 1 August 2017.
This resolution follows investor protection guidelines which are more restrictive than the Companies Act 2006. The Board will continue to monitor the capital requirements of the Company carefully and, although there are no plans to buy-back ordinary shares at the moment, the Directors consider it prudent to be able to act at short notice if the circumstances warrant it. The Board will only make use of this authority if it is satisfied that it would promote the success of the Company to do so, would result in an increase in earnings per share and accordingly that the purchase is in the interests of shareholders. During the financial year 2015/16 the Company did not use the equivalent authority granted at the 2015 Annual General Meeting to purchase ordinary shares. All of the Company’s outstanding cumulative convertible preference shares were redeemed in accordance with the terms on which they were issued on 29 April 2016.
As at 3 May 2016 (the latest date practicable to do this calculation before sending out this Notice), options to be satisfied by new issued shares were outstanding and not exercised over a total number of 10,010,585 ordinary shares. That represents
2.69% of the issued ordinary share capital at that date. It would represent 2.99% of the Company’s issued ordinary share capital calculated at that date if the full level of authority to buy the Company’s own shares (whether under the existing authority or that being sought at this meeting) were to be used in full.
If the Company buys back shares they will be cancelled or held as treasury shares. The Companies Act 2006 permits the
Company to hold shares purchased as treasury shares rather than treat them as cancelled. Shares held in treasury may subsequently be cancelled, sold for cash or used to satisfy share options and share awards under an employees’ share scheme.
Once held in treasury, the Company is not entitled to exercise any rights, including the right to attend and vote at meetings in respect of the shares. Further, no dividend or distribution of the Company’s assets may be made to the Company in respect of the treasury shares. The Board will only hold shares in treasury where it believes this course of action would promote the success of the Company.

Notice of Annual General Meeting 2015/16 Premier Farnell
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Notice of general meetings
18 That, in accordance with the Company’s articles of association, a general meeting (other than an annual general meeting) may be called on not less than 14 clear days’ notice.
The notice period required by the Companies Act 2006 for general meetings of the Company is 21 days unless shareholders approve a shorter notice period, which cannot however be less than 14 clear days. (This does not apply to annual general meetings which must always be held on at least 21 clear days’ notice.) At the annual general meeting of the Company held in 2015, shareholders authorised the calling of general meetings other than an annual general meeting on 14 clear days’ notice and it is proposed that this authority be renewed. The authority granted by resolution 18, if passed, will be effective until the
Company’s next annual general meeting, when it is intended that a similar resolution will be proposed. In order to be able to call a general meeting on less than 21 clear days’ notice, the Company must make a means of electronic voting available to all shareholders for that meeting. The flexibility offered by this resolution will be used where, taking into account the circumstances and noting the recommendations of the UK Corporate Governance Code, the Directors consider this appropriate in relation to the business to be considered at the meeting and in the interests of the Company and shareholders as a whole.
Articles of Association
19 That, with effect from the conclusion of the annual general meeting, the articles of association produced to the meeting and initialled by the chairman of the meeting for the purpose of identification be adopted as the articles of association of the Company in substitution for, and to the exclusion of, the existing articles of association.
It is proposed to adopt new articles of association in order to remove references to the Company’s preference shares.
These references are no longer needed because all remaining preference shares were redeemed on 29 April 2016 and have since been cancelled. The proposed new articles of association are available for inspection, as noted on page 2.
By order of the Board
Steven Webb
Secretary
12 May 2016
Registered office
Farnell House
Forge Lane
Leeds LS12 2NE

09
Notes
1 A member entitled to attend and vote at the meeting is entitled to appoint a proxy to exercise all or any of his or her rights to attend and to speak and vote instead of him or her at the meeting. A member may appoint more than one proxy in relation to a meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him or her. A proxy need not be a member of the Company.
A space has been included in the form of proxy to allow members to specify the number of shares in respect of which that proxy is appointed. Shareholders who return the form of proxy duly executed but leave this space blank will be deemed to have appointed the proxy in respect of all of their shares.
Shareholders who wish to appoint more than one proxy in respect of their shareholding should contact the Company’s registrars, Computershare Investor Services PLC, on +44 (0) 870 707 1648 for additional forms of proxy, or you may photocopy the Form of Proxy provided with this document indicating on each copy the name of the proxy you wish to appoint and the number of Ordinary Shares in the Company in respect of which the proxy is appointed.
All forms of proxy should be returned together in the same envelope. Where you wish to appoint more than one proxy, failure to specify the number of Ordinary Shares in the Company in respect of which each proxy is appointed or specifying more
Ordinary Shares than you hold will result in the proxy appointments being invalid.
2 The form of proxy and power of attorney or other authority, if any, under which it is signed or a notarially certified or office copy of such power or authority must be received by the Company’s registrars, Computershare Investor Services PLC, The Pavilions,
Bridgwater Road, Bristol BS99 6ZY, not later than 48 hours (excluding non business days) before the time appointed for the meeting. Completion and return of the form of proxy will not prevent you from attending and voting at the meeting instead of the proxy, if you wish. In the case of joint holders, any one of them may sign the form of proxy, but the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority shall be determined by the order in which the names stand in the Register of Members. A member must inform the Company’s registrars in writing of any termination of the authority of a proxy.
3 As an alternative to completing and returning the printed form of proxy, you may submit your proxy electronically by accessing www.investorcentre.co.uk/eproxy. For security purposes, members will need to provide the Control Number, their shareholder reference number (SRN) and personal identification number (PIN) to validate the submission of their proxy online. Members’ individual SRN and PIN numbers are shown on the printed form of proxy. For further information, see the instructions printed on the form of proxy.
4 CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so by utilising the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsors or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with the specifications of Euroclear UK and Ireland Limited (“Euroclear UK & Ireland”) and must contain the information required for such instructions, as described in the CREST Manual available via www.euroclear.com/
CREST. The message must be transmitted so as to be received by the Company’s agent (ID 3RA50) by the latest time(s) for receipt of proxy appointments specified in the notice of meeting. For this purpose, the time of receipt will be taken to be the time  (as determined by the timestamp applied to the message by the CREST Application Host) from which the Company’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. CREST members and, where applicable, their CREST sponsors and voting service providers should note that Euroclear UK & Ireland does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his
CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
5 Only those shareholders registered in the register of members of the Company at 17:30 on 10 June 2016 shall be entitled to attend and vote at the meeting in respect of the number of ordinary shares registered in their name at that time. Changes to entries in the register after that time will be disregarded in determining the right of any person to attend or vote at the meeting.

Notice of Annual General Meeting 2015/16 Premier Farnell
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6 A person to whom this notice is sent who is a person nominated under Section 146 of the Companies Act 2006 to enjoy information rights (a “Nominated Person”) may, under an agreement between him or her and the shareholder by whom he or she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the meeting. If a
Nominated Person has no such proxy appointment right or does not wish to exercise it, he or she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
7 The statement of the rights of members in relation to the appointment of proxies in paragraphs 1, 2, and 3 above does not apply to a Nominated Person. The rights described in these paragraphs can only be exercised by registered members of the
Company. If you are receiving this Notice as such a Nominated Person, you are reminded that your main contact in terms of your investment remains as it was (the registered shareholder, or perhaps custodian or broker, who administers the investment on your behalf). Therefore any changes or queries relating to your personal details and holding (including any administration of it) must continue to be directed to your existing contact at your investment manager or custodian. The Company cannot guarantee dealing with matters which are directed to it in error. The only exception to this is where the Company, in exercising one of its powers under the Companies Act 2006, writes to you directly for a response.
8 Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
9 As at 3 May 2016 (being the latest practicable date prior to publication of this notice), the Company’s issued share capital consists of 371,704,956 ordinary shares carrying one vote each. There are no ordinary shares held in treasury. Therefore, the total voting rights in the Company as at this date are 371,704,956.
The Company’s cumulative redeemable convertible preference shares were redeemed in full on 29 April 2016 in accordance with terms on which those shares were issued under the Company’s Articles of Association.
10 Under section 527 of the Companies Act 2006 members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the
Company’s accounts (including the auditors’ report and the conduct of the audit) that are to be laid before the meeting; or
(ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006. The Company may not require the members requesting such website publication to pay its expenses in complying with sections 527 or 528 of the
Companies Act 2006 and it must forward the statement to the Company’s auditors not later than the time when it makes the statement available on the website. The business which may be dealt with at the meeting includes any statement that the
Company has been required under section 527 of the Companies Act 2006 to publish on its website.
11 A member attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the company or the good order of the meeting that the question be answered.
12 A copy of this notice, and other information required by section 311A of the Companies Act 2006 can be found at http://www.premierfarnell.com/premier_farnell/investorrelations/AGM
13 You may not use any electronic address provided either in this notice or any related documents to communicate with the
Company for any purpose other than expressly stated.
14 In line with best practice, voting at the meeting will be on a poll, rather than a show of hands. Each shareholder present at the meeting will be entitled to one vote for every ordinary share registered in his or her name and each corporate representative or proxy will be entitled to one vote for each ordinary share which he or she represents. Shareholders who vote in advance of the meeting and appoint the Chairman as their proxy, but who attend the meeting in person, need not complete a poll card unless they wish to change their vote.

Premier Farnell plc
Registered office
Farnell House
Forge Lane
Leeds LS12 2NE
Tel: + 44 (0) 870 129 8608
Fax: + 44 (0) 870 129 8611 www.premierfarnell.com
11

Premier Farnell plc
Registered office: Farnell House, Forge Lane, Leeds LS12 2NE
T +44 (0)870 129 8608
F +44 (0)870 129 8611 www.premierfarnell.com