Employees of Filtronic plc or its subsidiaries may from time to time become aware of information that could have an effect on the Company's share price (such as the award of a major new contract).

All employees are required under the terms of their employment with the Company to keep all information relating to the Company confidential.  Employees buying or selling shares in the Company whilst in possession of confidential information without the Company's consent would be guilty of misconduct which could result in disciplinary proceedings and even instant dismissal.

The Criminal Justice Act ("the CJA") makes it an offence for any employee in possession of Inside Information to buy or sell the Company's shares.  The CJA also makes it an offence to encourage Insider Dealing* by others (e.g. a family member) or to disclose Inside Information with a view to that person profiting from it.  Any person found guilty of an offence under the CJA can be punished by a fine or imprisonment.

Because the consequences of dealing in the Company's shares may be so serious for both employees and the Company, the Company has adopted a policy of requiring any employee to obtain clearance in writing from the Chairman or in his absence any executive Director of the Company before buying or selling shares in the Company. Requests for clearance to deal should in the first instance be directed to the Company Secretary.

In addition the Company has adopted the Stock Exchange's Model Code for transactions in securities by directors and employees ("The Code")

The Code requires employees, who because of their position within the Company are in possession of unpublished information that if published would result in a substantial movement in the price of the Company's shares, not to deal:

            -           on considerations of a short term nature; or

-           during a Close Period (being the 60 day period before the announcement of the Company's interim and annual results); or

            -           whilst in possession of unpublished price sensitive information; or

            -           without first notifying the Company Secretary and obtaining clearance to deal       from the Chairman of the Company or another designated director.

A breach of the code could result in the Company's listing on the Stock Exchange being suspended that could seriously affect the Company's ability to operate.

Dealing in shares by such an employee without clearance shall be regarded by the Company as serious misconduct that would normally result in instigation of disciplinary procedures that may involve dismissal.

June 2010

*Insider Dealing (Also known as insider trading) is generally, dealing in securities/shares on the basis of inside information, that is, information that is not yet publicly known and which would affect the price of the securities if it were made public. It is a criminal offence in the UK under the Criminal Justice Act 1993.

Ref: MM:U: Risk Management: 2010: Group Policies 2010: Group Policies July 15 TCV1

Hemant Mardia
      Chief Executive Officer, 
      Filtronic plc
      May 2010