2014 Regal-Beloit Proxy

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Will my shares be voted if I do not provide my proxy? It depends on whether you hold your shares in your own name or in the name of a brokerage firm. If you hold your shares directly in your name, then they will not be voted unless you provide a proxy or vote in person at the Annual Meeting. Brokerage firms or other nominees generally have the authority to vote customers’ uninstructed shares on certain “routine” matters. If your shares are held in the name of a brokerage firm, the brokerage firm has the discretionary authority to vote your shares in connection with the ratification of our independent registered public accounting firm if you do not timely provide your proxy because this matter is considered “routine” under the New York Stock Exchange (“NYSE”) listing standards. However, if you have not provided directions to your broker, your broker will not be able to vote your shares with respect to the election of directors, the approval of the amendment and restatement of our Articles of Incorporation to declassify our Board, the approval of the amendment and restatement of our Articles of Incorporation to remove the hyphen from our legal name or the approval of the compensation of our named executive officers. We strongly encourage you to submit your proxy card and exercise your right to vote as a shareholder.

Meeting, a majority of the shares entitled to vote must be present in person or by proxy. This is referred to as a “quorum.” If you submit a properly executed proxy card or vote by telephone or the Internet, then you will be considered present at the Annual Meeting for purposes of determining the presence of a quorum. Abstentions and broker “non‐votes” will be counted as present and entitled to vote for purposes of determining the presence of a quorum. A broker “non‐vote” occurs when a broker or other nominee who holds shares for another person has not received voting instructions from the owner of the shares and, under NYSE rules, does not have discretionary authority to vote on a proposal. Proposal 1 —The affirmative vote of the holders of a majority of the shares of our common stock represented in person or by proxy at the Annual Meeting is required to elect each director (assuming a quorum is present). Withhold votes, abstentions and broker “non‐votes” will have the effect of votes against the election of director nominees. Proposal 2— The affirmative vote of the holders of a majority of the shares of our common stock represented and voted at the Annual Meeting (assuming a quorum is present) is required to approve the amendment and restatement of our Articles of Incorporation to declassify our Board. Abstentions will have the effect of votes against this proposal. Proposal 3— The affirmative vote of the holders of a majority of the shares What vote is needed for these proposals to be adopted?

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What constitutes a quorum?

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As of the record date, March 4, 2015, 44,720,037 shares of our common stock were issued and outstanding and entitled to vote at the Annual Meeting. To conduct the Annual

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