MOLX Molex Incorporated (MM)

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON [                    ], 2013

Dear Stockholders:

        Notice is hereby given to all holders of Molex's Common Stock, Class A Common Stock and Class B Common Stock that Molex will hold an annual meeting of Molex Incorporated stockholders at [                    ], local time, on [                    ] 2013, at Molex's corporate headquarters at 2222 Wellington Court, Lisle, Illinois 60532.

        At the annual meeting, holders of Molex's Common Stock and Class B Common Stock present in person or represented by proxy and entitled to vote (together, the "Voting Stockholders" or "you," unless the context indicates otherwise), will be asked to:

1.

vote on a proposal to adopt the Agreement and Plan of Merger, dated as of September 9, 2013, as it may be amended from time to time (the "Merger Agreement"), by and among Molex Incorporated, a Delaware corporation ("Molex" or the "Company"), Koch Industries, Inc., a Kansas corporation ("Parent"), and Koch Connectors, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent ("Merger Sub");



2.

approve, on an advisory non-binding basis, the compensation that may be paid or become payable to the named executive officers of Molex in connection with the Merger;



3.

approve the adjournment of the annual meeting, if necessary or appropriate, including to solicit additional votes in favor of the proposal to adopt the Merger Agreement if there are insufficient votes at the time of the annual meeting to approve the proposal to adopt the Merger Agreement;



4.

vote on the election of four Class II directors nominated by Molex's Board of Directors to serve until the effective time of the Merger, or, if the Merger is not completed, for a three-year term;



5.

ratify the selection of Ernst & Young LLP as Molex's independent auditor for fiscal 2014;



6.

approve the material terms of performance goals under the Molex Incorporated Annual Incentive Plan (the "AIP Plan") for purposes of Section 162(m) of the Internal Revenue Code; and



7.

to act upon other business that may properly come before the annual meeting or any adjournment or postponement thereof by or at the direction of the Board of Directors.

        The items of business listed above are more fully described in the Proxy Statement accompanying this Notice. Only holders of record of Molex's Common Stock and Molex's Class B Common Stock at the close of business on October 21, 2013 are entitled to notice of and to vote at the annual meeting or

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any adjournment or postponement thereof. Holders of Molex's Class A Common Stock at the close of business on October 21, 2013 are entitled to notice of and to attend and speak at the annual meeting and any adjournment or postponement thereof, but are not entitled to vote on the Merger Agreement or any other matter that may arise at the annual meeting.

        After careful consideration, Molex's Board of Directors determined that the transactions contemplated by the Merger Agreement, including the Merger, are fair to, and in the best interests of, Molex's stockholders and has approved and declared advisable the Merger Agreement and the transactions contemplated therein, including the Merger. Accordingly, Molex's Board of Directors recommends that you vote " FOR " the proposal to adopt the Merger Agreement (Proposal No. 1). Molex's Board of Directors recommends that you vote " FOR " the proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to the named executive officers of Molex in connection with the Merger (Proposal No. 2). If there are insufficient votes at the time of the annual meeting to approve the proposal to adopt the Merger Agreement, Molex may propose to adjourn the annual meeting for the purpose of soliciting additional votes. Molex's Board of Directors recommends that the Voting Stockholders vote " FOR " the adjournment of the annual meeting, if necessary, to solicit additional votes to approve the adoption of Merger Agreement (Proposal No. 3). Molex's Board of Directors recommends that the Voting Stockholders vote " FOR " each of the four nominees for Class II director (Proposal No. 4), " FOR " the ratification of Ernst & Young LLP as Molex's independent auditor for fiscal 2014 (Proposal No. 5) and " FOR " the approval of the material terms of performance goals under the Plan for purposes of Section 162(m) of the Internal Revenue Code (Proposal No. 6).

        The adoption of the Merger Agreement (Proposal No. 1) by the affirmative vote of (i) at least a majority of the outstanding shares of Molex's Common Stock, voting as a class, and (ii) at least a majority of the outstanding shares of Molex's Class B Common Stock, voting as a class, is a condition to the consummation of the Merger.

        Proposal Nos. 2, 3, 5 and 6 require the affirmative vote of (i) at least a majority of the shares of Molex's Common Stock, voting as a class, and (ii) at least a majority of the shares of Molex's Class B Common Stock, voting as a class, in each case present in person or represented by proxy and entitled to vote at the annual meeting.

        The affirmative vote of the holders of a plurality of Common Stock and Class B Common Stock, voting together as a single class, is required for the election of the four Class II nominees for director (Proposal No. 4).

        Holders of Common Stock and Class B Common Stock who do not vote in favor of adoption of the Merger Agreement as well as dissenting holders of Class A Common Stock who do not wish to receive the Per Share Merger Consideration (as defined below), will have the right to seek appraisal and receive the fair value of their shares as determined by the Court of Chancery of the State of Delaware, if the Merger closes, but only if they perfect their appraisal rights by complying with the required procedures under Delaware law, which are summarized in the accompanying Proxy Statement.

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        Even if you plan to attend the annual meeting in person, Molex requests that you complete, sign, date and return the enclosed proxy card in advance of the annual meeting to ensure that your shares will be represented at the annual meeting in the event that you are unable to attend. You may also submit your proxy (i) via the Internet at www.proxyvote.com or (ii) by phone at (800) 690-6903. If your shares are held in the name of a broker, bank or other nominee, you may provide your voting instructions in accordance with the instructions provided by your broker, bank or other nominee. Failure to submit your proxy or voting instructions or to be present at the annual meeting will result in your shares not being counted for purposes of determining whether a quorum is present for the annual meeting and will have the same effect as a vote against Proposal 1.

		By Order of the Board of Directors,
		Mark R. Pacioni
		Secretary

September [    ], 2013
Lisle, Illinois

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND THE MERGER

         The following questions and answers briefly address some commonly asked questions about the annual meeting, the Merger Agreement and the Merger. These Q&As do not contain all of the details that may be important to you as a stockholder of Molex. Therefore, Molex encourages you to carefully read this entire Proxy Statement, its annexes and the documents referred to or incorporated by reference in this Proxy Statement. You may obtain the information incorporated by reference without charge by following the instructions under "Where You Can Find More Information" on page 149 of this Proxy Statement. In this Proxy Statement, unless the context requires otherwise, the terms "Molex" and "Company" refer to Molex Incorporated, a Delaware corporation, and its subsidiaries. The term "Merger Agreement" refers to the Agreement and Plan of Merger dated as of September 9, 2013, as it may be amended from time to time, by and among Molex, Parent and Merger Sub. The term "Parent" refers to Koch Industries, Inc., a Kansas corporation, and the term "Merger Sub" refers to Koch Connectors, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent. Unless the context requires otherwise, the terms "you" and the "Voting Stockholders" refer to holders of Molex's Common Stock, par value $0.05 per share, and Molex's Class B Common Stock, par value $0.05 per share.

         Q.    Why is Molex sending this Proxy Statement and proxy card?

        A.    On September 9, 2013, Molex entered into the Merger Agreement providing for the merger of Merger Sub with and into Molex, with Molex surviving the merger as a privately-held subsidiary of Parent (the "Merger"). The Company's Board of Directors is soliciting the vote of the Voting Stockholders to approve the proposal to adopt the Merger Agreement and the other matters to be voted on at the annual meeting. The Merger cannot occur without the required approvals of the Voting Stockholders.

         Q.    When and where is the annual meeting?

        A.    The annual meeting will take place on [            ], 2013 at [            ], local time. The location of the annual meeting is at Molex's corporate headquarters at 2222 Wellington Court, Lisle, Illinois 60532.

         Q.    Who may attend and vote at the annual meeting?

        A.    All holders of Molex's Common Stock, Class B Common Stock and Class A Common Stock as of the record date for the annual meeting, which is October 21, 2013, are entitled to receive notice of and to attend the annual meeting or any adjournment or postponement thereof. Only holders of Common Stock and Class B Common Stock as of the record date are entitled to vote at the annual meeting. Holders of Molex's Class A Common Stock have no voting rights and therefore are not entitled to vote on any matter being presented at the annual meeting.

        You are entitled to attend the annual meeting only if you were a Molex stockholder as of the close of business on October 21, 2013 or hold a valid proxy for the annual meeting. If you plan on attending the annual meeting in person, you should be prepared to present photo identification for admittance. In addition, if you are a stockholder of record, your ownership as of the record date will be verified prior to admittance into the meeting. If you are not a stockholder of record but hold shares through a broker, bank or other nominee, you must provide proof of beneficial ownership as of the record date, such as an account statement or similar evidence of ownership. If you do not provide photo identification and comply with the other procedures outlined above, you will not be admitted. Cameras, recording equipment, electronic devices, large bags, briefcases or packages will not be permitted in the annual meeting. For directions to the annual meeting, please call Molex's Investor Relations at (630) 527-4447.

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         Q.    What matters will be voted on at the annual meeting?

        A.    At the annual meeting, holders of Molex's Common Stock and Class B Common Stock present in person or represented by proxy and entitled to vote will be asked:

•

to consider and vote on a proposal to adopt the Merger Agreement pursuant to which Molex will become an indirect wholly-owned subsidiary of Parent;



•

to approve, on an advisory non-binding basis, the compensation that may be paid or become payable to the named executive officers of Molex in connection with the Merger;



•

to approve the adjournment of the annual meeting, if necessary to solicit additional votes if there are insufficient votes at the time of the annual meeting to approve the proposal to adopt the Merger Agreement;



•

to vote on the election of four Class II directors nominated by Molex's Board of Directors to serve until the effective time of the Merger, or, if the Merger is not completed, for a three-year term;



•

to ratify the selection of Ernst & Young LLP as Molex's independent auditor for fiscal 2014;



•

to approve the material terms of performance goals under the Molex Incorporated Annual Incentive Plan (the "AIP Plan") for purposes of Section 162(m) of the Internal Revenue Code; and



•

to act upon other business that may properly come before the annual meeting or any adjournment or postponement thereof by or at the direction of the Board of Directors.

        If the Voting Stockholders approve the proposal to adopt the Merger Agreement and the Merger is completed, Molex will become an indirect wholly-owned subsidiary of Parent at the effective time of the Merger.

         Q.    Why am I being asked to cast a non-binding advisory vote to approve the compensation that may be paid or become payable to the named executive officers of Molex in connection with the Merger?

        A.    Section 14A of the Securities Exchange Act of 1934, as amended (the "Exchange Act") requires us to conduct a non-binding advisory vote with respect to certain "golden parachute" compensation that may be paid or become payable to Molex's named executive officers in connection with the Merger, including the agreements and understandings with Molex pursuant to which such compensation may be paid or become payable.

         Q.    If the Merger is completed, what will I be entitled to receive for my shares, my restricted stock or my options?

        A.    If the Merger is completed, holders of Molex's Common Stock, Class B Common Stock and Class A Common Stock at the effective time of the Merger will be entitled to receive $38.50 in cash plus a potential Payment Adjustment Amount (as defined below), without interest (the "Per Share Merger Consideration"), in each case less any applicable withholding taxes. The Payment Adjustment Amount, which is only payable if Molex has not previously declared or paid a dividend with respect to the fiscal quarter in which the effective time of the Merger occurs, is a cash amount equal to (i) $0.24 multiplied by (ii) the quotient of (a) the total number of days elapsed between the first day of the fiscal quarter in which the effective time of the Merger occurs and the closing date, and (b) the total number of days in such fiscal quarter.

        Immediately prior to the effective time of the Merger, each share of Molex restricted stock then outstanding and unvested will become fully vested, and the holders of such outstanding shares will

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receive the same amount of the Per Share Merger Consideration in the Merger as other holders of Molex's Class A Common Stock, less any applicable withholding taxes. All outstanding unvested stock options will also become fully vested immediately prior to the effective time of the Merger. All outstanding stock options will be cancelled in the Merger in exchange for the right to receive in cash an amount equal to the product of (i) the total number of shares subject to the stock option multiplied by (ii) the excess, if any, of the Per Share Merger Consideration over the exercise price of the option, less any applicable withholding taxes. Any unexercised vested options that expire and any unvested restricted stock that is terminated or forfeited prior to the effective time of the Merger (due to termination of employment or otherwise) will not receive any consideration in the Merger.

        Stockholders that are entitled to and properly perfect their appraisal rights under Delaware law will be entitled to an appraisal by the Delaware Court of Chancery of the fair value of their shares of Common Stock, Class A Common Stock or Class B Common Stock in lieu of the Per Share Merger Consideration that such stockholders would otherwise be entitled to receive pursuant to the Merger Agreement.

         Q.    Will the Merger be a taxable transaction to me?

        A.    Yes. The receipt of cash in exchange for shares of Molex's Common Stock, Class A Common Stock or Class B Common Stock pursuant to the Merger will generally be a taxable transaction to U.S. holders for U.S. federal income tax purposes and also may be taxed under applicable state, local and other tax laws. In general, unless you received your shares in a compensatory arrangement, you will recognize a gain or loss equal to the difference between the amount of cash you receive and the adjusted tax basis of your shares of Molex's stock. Under U.S. federal income tax laws, the Merger generally will not be a taxable transaction to non-U.S. holders (other than those who received shares in a compensatory arrangement) unless the non-U.S. holder has certain connections to the United States, but may be taxable under foreign tax laws. In addition, under certain circumstances, a portion of the Merger consideration received may be subject to withholding under applicable tax laws. Any withheld amounts will be treated for all purposes as having been paid to the holder in respect of whose shares the withholding was made. See the section entitled "Material U.S. Federal Income Tax Consequences" beginning on page 60 of this Proxy Statement for the definition of "U.S. holder" and "non-U.S. holder" and for a more detailed explanation of the tax consequences of the Merger. Tax matters can be complicated, and the tax consequences of the Merger to you will depend on your particular tax situation. You should consult your tax advisor on how specific federal, state and/or foreign tax consequences of the Merger apply to you, particularly if you received shares in a compensatory arrangement.

         Q.    What effect will the Merger have on Molex and its Common Stock, Class A Common Stock and Class B Common Stock?

        A.    Molex's Common Stock and Class A Common Stock are currently registered under the Exchange Act and are quoted on the NASDAQ Global Select Markets ("NASDAQ") and on the Main Market of the London Stock Exchange (the "LSE") under the symbols "MOLX" and "MOLXA," respectively. Molex's Class B Common Stock is not publicly traded. As a result of the Merger, Molex will become a privately-held subsidiary of Parent. As a private company following the completion of the Merger, the registration of Molex's Common Stock and Class A Common Stock and Molex's obligation to file reports and make other public disclosures with the Securities and Exchange Commission under the Exchange Act will be terminated, and Molex's Common Stock and the Class A Common Stock will no longer be listed on NASDAQ. In addition, Molex's Common Stock and Class A Common Stock are listed on the Official List of the U.K. Listing Authority (the "Official List") in the U.K. and are admitted to trading on the LSE. As a private company following the Merger, Molex also intends to

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cancel its listing on the Official List and to cancel the trading of its Common Stock and Class A Common Stock on the LSE with effect from the completion of the Merger.

         Q.    How does Molex's Board of Directors recommend that I vote on the proposals?

        A.    After careful consideration, Molex's Board of Directors determined that the transactions contemplated by the Merger Agreement, including the Merger, are fair to, and in the best interests of, Molex's stockholders and has approved and declared advisable the Merger Agreement and the transactions contemplated therein, including the Merger.

        Accordingly, Molex's Board of Directors recommends that you vote:

•

" FOR " the proposal to adopt the Merger Agreement;



•

" FOR " the proposal to approve, on an advisory non-binding basis, the compensation that may be paid or become payable to the named executive officers of Molex in connection with the Merger; and



•

" FOR " the proposal to approve the adjournment of the annual meeting, if necessary to solicit additional votes in favor of the proposal to adopt the Merger Agreement if there are insufficient votes at the time of the annual meeting to approve the proposal to adopt the Merger Agreement.

        In addition, the Board of Directors, based on recommendations from its Audit, Corporate Governance and Nominating, and Compensation Committees, recommends that you vote:

•

" FOR " the proposal to vote on the election of four Class II directors nominated by Molex's Board of Directors to serve until the effective time of the Merger, or, if the Merger is not completed, for a three-year term;



•

" FOR " the proposal to ratify the selection of Ernst & Young LLP as Molex's independent auditor for fiscal 2014; and



•

" FOR " the proposal to approve the material terms of performance goals under the AIP Plan for purposes of Section 162(m) of the Internal Revenue Code.

        To review the Board's reasons for recommending the Merger, see the section entitled "The Merger—Reasons for the Merger and Recommendation of the Board of Directors" beginning on page 36 of this Proxy Statement.

         Q.    How will Molex's directors and executive officers vote on the proposal to adopt the Merger Agreement and other proposals?

        A.    Concurrently with the execution of the Merger Agreement, Frederick A. Krehbiel and John H. Krehbiel, Jr., the two Co-Chairmen of Molex's Board of Directors, Fred L. Krehbiel, a member of Molex's Board of Directors, Martin P. Slark, Molex's Vice Chairman, Executive Vice President and Chief Executive Officer and a member of Molex's Board of Directors, Liam G. McCarthy, Molex's President and Chief Operating Officer, David D. Johnson, Molex's Executive Vice President, Treasurer and Chief Financial Officer, and certain entities through which those persons hold certain shares of stock in Molex (the "Supporting Stockholders") entered into substantially similar voting and support agreements (the "Voting Agreements") with Parent and Merger Sub. Pursuant to the Voting Agreements, each Supporting Stockholder agreed to vote all shares of Common Stock and Class B Common Stock held by such Supporting Stockholder, representing 32.3% and 93.5% of the aggregate voting power of Common Stock and Class B Common Stock, respectively, in favor of the Merger Agreement, the Merger and related matters and granted Parent an irrevocable proxy in respect thereof.

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        A summary of the Voting Agreements signed by the Supporting Stockholders is contained in the section entitled "The Annual Meeting—Voting Agreements of Certain Directors and Executive Officers" beginning on page 26 of this Proxy Statement. A form of the Voting Agreement substantially similar to the Voting Agreements signed by the Supporting Stockholders is attached hereto as Annex B.

        The Supporting Stockholders, in accordance with the Voting Agreements, are expected to, and Molex's other directors and executive officers have indicated that they intend to, vote "FOR" Proposal Nos. 1, 2 and 3.

        Molex's directors and executive officers also have indicated that they will vote "FOR" Proposal Nos. 4, 5 and 6.

         Q.    Do any of Molex's directors and executive officers have interests in the Merger that may differ from or be in addition to my interests as a stockholder?

        A.    Yes. In considering the recommendation of Molex's Board of Directors with respect to the proposal to adopt the Merger Agreement, you should be aware that our directors and executive officers have interests in the Merger that are different from, or in addition to, the interests of our stockholders generally. Molex's Board of Directors was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the Merger, and in recommending that the Merger Agreement be adopted by the stockholders of Molex. See the section entitled "The Merger—Interests of Molex's Directors and Executive Officers in the Merger" beginning on page 52 of this Proxy Statement.

         Q.    What vote is required for the proposals?

        A.    The affirmative vote by holders of (i) at least a majority of the outstanding shares of Molex's Common Stock, voting as a class, and (ii) at least a majority of the outstanding shares of Molex's Class B Common Stock, voting as a class, is required for the adoption of the Merger Agreement (Proposal No. 1).

        Proposal Nos. 2, 3, 5 and 6 require the affirmative vote of (i) at least a majority of the shares of Molex's Common Stock, voting as a class, and (ii) at least a majority of the shares of Molex's Class B Common Stock, voting as a class, in each case present in person or represented by proxy and entitled to vote at the annual meeting.

        The affirmative vote of the holders of a plurality of Common Stock and Class B Common Stock, voting together as a single class, is required for the election of the four Class II nominees for director (Proposal No. 4).

        As of September 18, 2013, there were 95,560,076 shares of Common Stock and 94,255 shares of Class B Common Stock outstanding.

        The Supporting Stockholders, representing 32.3% and 93.5% of the aggregate voting power of Common Stock and Class B Common Stock, respectively, have agreed to vote in favor of the Merger and Proposal Nos. 2 and 3, but do not have voting power sufficient to approve the Merger or Proposal Nos. 2 and 3. The Voting Agreements do not apply to Proposals 4, 5 or 6.

         Q.    What is a quorum?

        A.    In accordance with Molex's bylaws, in order for any matter to be considered at the annual meeting, there must be a quorum present. The presence of the holders of a majority of the voting power of Molex's capital stock issued and outstanding (that is, the Common Stock and the Class B Common Stock) and entitled to vote thereat, present in person or represented by proxy will constitute a quorum if such majority includes (i) the holders of at least one-third of the shares of Common Stock

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outstanding and entitled to vote at the annual meeting and (ii) the holders of at least one-third of the shares of Class B Common Stock outstanding and entitled to vote at the annual meeting. If a quorum is not present, the Voting Stockholders present in person or represented by proxy and entitled to vote at the annual meeting may adjourn the meeting until a quorum is present.

         Q.    What is the difference between holding shares as a stockholder of record and as a beneficial owner?

        A.    If your shares are registered directly in your name with Molex's transfer agent, Computershare Investor Services, you are considered, with respect to those shares, the "stockholder of record." The proxy materials have been sent to you directly by Molex.

        If your shares are held in a stock brokerage account or by a broker, bank or other nominee, you are considered the "beneficial owner" of shares held in "street name." The proxy materials have been forwarded to you by your broker, bank or other nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your shares by following the voting instructions on the form that you receive from your broker, bank or other nominee.

         Q.    How do I vote?

        A.    If you are a Voting Stockholder of record, you may vote your shares of Common Stock and Class B Common Stock:

•

by attending the annual meeting and voting your shares in person;



•

by completing, signing, dating and returning the enclosed proxy card and mailing it in the enclosed postage pre-paid envelope;



•

by telephone, using the telephone number printed on your proxy card; or



•

via the Internet, using the instructions printed on your proxy card.

        If your shares are held in street name through a brokerage account, bank or other nominee, you must provide your voting instructions in accordance with the voting instruction form provided by your broker, bank or other nominee. The availability of telephone and Internet voting will depend on your broker's, bank's or other nominee's voting process.

        Voting Stockholders of record may also vote in person at the annual meeting, either by attending the meeting yourself or authorizing a representative to attend the meeting on your behalf. If you are designating a representative, you must execute a proper proxy designating that person. If you are a beneficial owner of shares, in order to be able to vote in person at the annual meeting you must obtain a legal proxy from your broker, bank or other nominee naming you as the proxy holder and present it to the inspector of election with your ballot when you vote at the annual meeting.

         Q.    If my shares are held in "street name" by my broker, bank or other nominee, will my broker, bank or other nominee vote my shares for me?

        A.    Other than for Proposal No. 5, your broker, bank or other nominee will only be permitted to vote your shares if you instruct your broker, bank or other nominee how to vote. You should follow the procedures provided by your broker, bank or other nominee regarding the voting of your shares. If you do not instruct your broker, bank or other nominee to vote your shares, your shares will not be voted, which will be treated as a vote against the proposal to adopt the Merger Agreement.

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         Q.    How are votes counted?

        A.    For each of Proposal Nos. 1, 2, 3, 5 and 6 you may vote " FOR ," " AGAINST " or " ABSTAIN ." For Proposal 4, you may vote " FOR " one or more specified nominees or you may " WITHHOLD " your vote for all nominees.

        As noted above, shares held by stockholders attending the annual meeting but not voting, shares represented by proxies that reflect abstentions as to a particular proposal and broker non-votes will be counted as present for purposes of determining a quorum.

        If the Voting Stockholders of record neither submit a vote by proxy nor vote in person at the annual meeting, their shares will not be voted. If a Voting Stockholder holds shares beneficially in street name and does not return the voting instruction form received from their broker, bank or other nominee, the holder's broker may not vote uninstructed shares on Proposal Nos. 1, 2, 3, 4 or 6, but may vote, in its discretion, on Proposal No. 5. When a broker is not permitted to vote a client's uninstructed shares on some but not all of the proposals at a meeting, the missing votes are referred to as "broker non-votes." Broker non-votes will have no effect on Proposal Nos. 2, 3, 4 or 6, but will have the effect of a vote "AGAINST" Proposal No. 1.

        Abstentions will have the same effect as a vote "AGAINST" Proposals 1, 2, 3, 5 and 6. "WITHHOLD" votes will have no effect on the result of the votes on the election of directors for Proposal No. 4.

         Q.    Who will count the vote?

        A.    Representatives of Broadridge Financial Solutions, Inc. will count the votes and act as the inspector of election.

         Q.    What if I don't vote for a proposal on the proxy I submit?

        A.    Unless you give other instructions on your proxy that you submit, or unless you give other instructions when you submit your proxy by telephone or Internet, the persons named as proxies will vote your shares:

•

" FOR " the proposal to adopt the Merger Agreement;



•

" FOR " the proposal to approve, on an advisory non-binding basis, the compensation that may be paid or become payable to the named executive officers of Molex in connection with the Merger;



•

" FOR " the proposal to approve the adjournment of the annual meeting, if necessary to solicit additional proxies if there are insufficient votes at the time of the annual meeting to approve the proposal to adopt the Merger Agreement;



•

" FOR " the proposal to vote on the election of four Class II directors nominated by Molex's Board of Directors to serve until the effective time of the Merger, or if the Merger is not completed, for a three-year term;



•

" FOR " the proposal to ratify the selection of Ernst & Young LLP as Molex's independent auditor for fiscal 2014; and



•

" FOR " the proposal to approve the material terms of performance goals under the AIP Plan for purposes of Section 162(m) of the Internal Revenue Code.

        If any other business properly comes before the meeting or any adjournments or postponements thereof, the persons named as proxies will vote your shares in accordance with the recommendations of Molex's Board of Directors.

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        If you are the beneficial owner of shares and do not give voting instructions to your broker, bank or other nominee on a proposal, your shares will not be voted on any proposal other than Proposal No. 5.

         Q.    When should I send in my proxy or voting instructions?

        A.    You should send in your proxy card via mail, or submit your proxy over the telephone or the Internet as soon as possible so that your shares will be voted at the annual meeting.

        If your shares are held in the name of a broker, bank or other nominee, you should submit your voting instructions to your broker, bank or other nominee as soon as possible so that your shares will be voted at the annual meeting.

         Q.    May I revoke my proxy or voting instructions?

        A.    Yes. You may revoke your proxy at any time before the annual meeting by any of the following methods. First, you can send a written, dated notice to the Secretary of Molex, at Molex Incorporated, 2222 Wellington Court, Lisle, Illinois 60532, stating that you revoke your proxy. Second, you can complete and submit a new, later-dated proxy by mail or over the telephone or Internet. Third, you can attend the meeting and vote in person. Your attendance at the annual meeting alone will not revoke your proxy. If you have instructed a broker, bank or other nominee to vote your shares, the procedures for changing your voting instructions described above will not apply and you must instead follow the directions received from your broker, bank or other nominee to change those instructions.

         Q.    What does it mean if I receive more than one proxy card or set of proxy materials?

        A.    If you own stock in more than one brokerage account or stock that is registered under different names, you may receive more than one proxy card (if you hold Common Stock or Class B Common Stock) and more than one set of proxy materials (if you hold Common Stock, Class B Common Stock or Class A Common Stock). For example, a stockholder may own some shares directly as a stockholder of record and other shares through a broker, bank or other nominee or through more than one broker, bank or other nominee. In these situations, the stockholder will receive multiple sets of proxy materials. The Voting Stockholders must vote, sign and return all of the proxy cards or follow the instructions for the submission of proxies by telephone or Internet on each of the proxy cards that the stockholder receives in order to vote all of the shares. Each proxy card a Voting Stockholder receives comes with its own postage pre-paid return envelope. When returning multiple proxy cards by mail, each proxy card should be returned separately in the return envelope that accompanies that proxy card.

         Q.    What happens if the meeting is postponed or adjourned?

        A.    Unless a new record date is fixed, your proxy will still be valid and may be voted at the postponed or adjourned meeting. You will still be able to change or revoke your proxy at any time until it is voted.

         Q.    Am I entitled to appraisal rights?

        A.    The Voting Stockholders who do not vote in favor of the proposal to adopt the Merger Agreement are entitled to appraisal rights under Delaware law in connection with the Merger, provided such rights are properly perfected. In addition, holders of Class A Common Stock are also entitled to appraisal rights, even though they do not have any voting rights. In each case, stockholders must comply with the requirements of Section 262 of the Delaware General Corporation Law (as amended, "DGCL") in order to be entitled to have the "fair value" (as defined pursuant to Section 262 of the DGCL) of their shares of Common Stock, Class B Common Stock or Class A Common Stock

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determined by the Court of Chancery of the State of Delaware and to receive payment based on that valuation instead of receiving the Per Share Merger Consideration. The ultimate amount stockholders would receive in an appraisal proceeding may be more than, the same as or less than the Per Share Merger Consideration. To exercise appraisal rights, stockholders must comply with the requirements of the DGCL. See the section entitled "The Merger Agreement—Proposal 1—Appraisal Rights" beginning on page 86 of this Proxy Statement and the text of the Delaware appraisal rights statute, Section 262 of the DGCL, which is reproduced in its entirety as Annex D to this Proxy Statement.

         Q.    Is the Merger subject to the satisfaction of any conditions?

        A.    Yes. In addition to the approval of the proposal to adopt the Merger Agreement by the Voting Stockholders, the Merger is subject to the satisfaction of various conditions. The Merger is not conditioned upon the receipt of any financing by Parent. For a description of these conditions, please see the section entitled "The Merger Agreement—Proposal 1—Conditions to the Merger" beginning on page 81 of this Proxy Statement.

         Q.    When is the Merger expected to be completed?

        A.    The parties to the Merger Agreement are working to complete the Merger as quickly as possible. In order to complete the Merger, Molex must obtain the approvals of the Voting Stockholders to adopt the Merger Agreement as described in this Proxy Statement and the other closing conditions under the Merger Agreement must be satisfied, including the receipt of applicable regulatory approvals. Molex currently expects to complete the Merger before the end of this calendar year. Molex cannot assure you that the Merger will be completed by any particular date.

         Q.    What happens if the Merger is not completed?

        A.    If the proposal to adopt the Merger Agreement is not approved by the Voting Stockholders, or if the Merger is not consummated for any other reason, the Company's stockholders will not receive any payment for their shares in connection with the Merger. Instead, Molex will remain a public company and its shares of Common Stock and Class A Common Stock will continue to be listed and traded on NASDAQ and the LSE. In addition, under certain circumstances specified in the Merger Agreement, Molex may be required to pay Parent a termination fee of $232 million or to reimburse Parent for certain transaction expenses not to exceed $15 million in the aggregate.

         Q.    Should I send in my Molex stock certificates or other evidence of ownership now?

        A.    No. After the Merger is completed, the paying agent to be engaged by Parent in connection with the Merger will send to each of Molex's stockholders written, detailed instructions for exchanging your stock certificates for the Per Share Merger Consideration. You must return your stock certificates as described in the instructions. If your shares are held in "street name" by your broker, bank or other nominee, you may receive instructions from the broker, bank or other nominee as to what action, if any, you need to take to effect the exchange of your "street name" shares for the Merger consideration. Please do not send in any certificates now.

         Q.    Will I be entitled to receive dividends for any period prior to the effective time of the Merger?

        A.    Molex intends to continue to declare and pay regular quarterly dividends consistent with past practice until the Merger is completed and stockholders will receive any dividend that is declared by Molex's Board of Directors. If the Merger is completed prior to the time Molex has declared or paid a dividend for the quarter in which the effective time of the Merger occurs, you will be entitled to receive for each share of Molex's Common Stock, Class A Common Stock and Class B Common Stock held by you a purchase price adjustment equal to (i) $0.24 multiplied by (ii) the quotient of (a) the

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total number of days elapsed between the first day of the fiscal quarter in which the effective time of the Merger occurs and the closing date, and (b) the total number of days in such fiscal quarter, less any applicable withholding taxes (the "Payment Adjustment Amount").

         Q.    What happens to my vote if I sell my shares before the annual meeting?

        A.    The record date for stockholders entitled to vote at the annual meeting is earlier than both the date of the annual meeting and the consummation of the Merger. If you transfer your shares after the record date but before the Annual Meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you transfer your shares and each of you notifies Molex in writing of such special arrangements, you will retain your right to vote such shares at the annual meeting but will transfer the right to receive the Per Share Merger Consideration to the person to whom you transfer your shares.

         Q.    What should I do if I have questions?

        A.    If you have more questions about the annual meeting, the Merger or this Proxy Statement, or would like additional copies of this Proxy Statement, you should contact Georgeson, Inc., Molex's proxy solicitor, at (866) 767-8986.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This Proxy Statement and the documents which Molex incorporates by reference into this Proxy Statement, as well as the other documents Molex files with the SEC, contain forward-looking statements that are based on current expectations, estimates, forecasts and projections about Molex's future performance, business and beliefs, and management's assumptions. In addition, Molex, or others on Molex's behalf, may make forward-looking statements in press releases or written statements, or in Molex's communications and discussions with investors and analysts in the normal course of business through meetings, webcasts, phone calls and conference calls. Words such as "expect," "anticipate," "outlook," "forecast," "could," "project," "intend," "plan," "continue," "believe," "seek," "estimate," "should," "may," "assume," and "potential," and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Molex describes Molex's respective risks, uncertainties and assumptions that could affect the outcome or results of operations in Part 1, Item 1A of Molex's Annual Report 10-K for the year ended June 30, 2013, which are incorporated by reference herein, and in other reports that Molex files with the SEC. These risks and uncertainties also include, without limitation: the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the outcome of any legal proceedings that have been or may be instituted against the Company or Parent related to the Merger Agreement; the inability to complete the transaction due to the failure to obtain the required stockholder approvals or the failure to satisfy other conditions to completion of the transaction, including the receipt of all regulatory approvals related to the transaction; the disruption of management's attention from the Company's ongoing business operations due to the transaction; and the effect of the announcement of the transaction on the Company's relationships with its customers, operating results and business generally.

        Molex has based its forward-looking statements, including statements made regarding the proposed transaction, the expected timetable for completing the proposed transaction and other statements, on Molex's management's beliefs and assumptions based on information available to management at the time the statements are made. Molex cautions you that actual outcomes and results may differ materially from what is expressed, implied, or forecast by Molex's forward-looking statements. Reference is made in particular to forward-looking statements regarding growth strategies, industry trends, global economic conditions, success of customers, cost of raw materials, value of inventory,

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currency exchange rates, labor costs, protection of intellectual property, cost reduction initiatives, acquisition synergies, manufacturing strategies, product development introduction and sales, regulatory changes, competitive strengths, natural disasters, unauthorized access to data, government investigations and outcomes of legal proceedings. Except as required under the federal securities laws, Molex does not have any intention or obligation to update publicly any forward-looking statements after the distribution of this Proxy Statement, whether as a result of new information, future events, changes in assumptions, or otherwise.

        These and additional factors could cause actual results to differ materially from those expressed in the forward-looking statements, which are discussed in reports Molex has filed with the SEC, including Molex's most recent filings on Form 10-K. See the section entitled "Where You Can Find Additional Information" on page 149 of this Proxy Statement. You should not place undue reliance on forward-looking statements. Molex cannot guarantee any future results, levels of activity, performance or achievements. The statements made in this Proxy Statement represent Molex's views as of the date of this Proxy Statement and you should not assume that the statements made herein remain accurate as of any later date. Moreover, Molex assumes no obligation to update forward-looking statements to reflect events or circumstances after the date of this Proxy Statement.

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SUMMARY TERM SHEET

         This summary term sheet summarizes the selected information contained in this Proxy Statement together with a page reference directing you to a more complete description of the topic, including regarding the Merger Agreement, the Merger and other agreements entered into in connection with the Merger. This summary does not contain all the information that may be important to you as a stockholder of Molex. Therefore, Molex encourages you to carefully read this entire Proxy Statement, its annexes and the documents referred to or incorporated by reference in this Proxy Statement. You may obtain the information incorporated by reference without charge by following the instructions under "Where You Can Find More Information" on page 149 of this Proxy Statement. In this Proxy Statement, unless the context requires otherwise, the terms "Molex" and "Company" refer to Molex Incorporated, a Delaware corporation, and its subsidiaries. The term "Merger Agreement" refers to the Agreement and Plan of Merger dated as of September 9, 2013, as it may be amended from time to time, by and among Molex, Parent and Merger Sub. The term "Parent" refers to Koch Industries, Inc., a Kansas corporation, and the term "Merger Sub" refers to Koch Connectors, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent. Unless the context requires otherwise, the terms "you" and "Voting Stockholders" refer to holders of Molex's Common Stock, par value $0.05 per share, and Molex Class B Common Stock, par value $0.05 per share.

Parties to the Merger

Molex Incorporated

        Molex is a 75-year-old global manufacturer of electronic, electrical and fiber optic interconnection systems. Based in Lisle, Illinois, the Company operates 41 manufacturing locations in 15 countries and employs more than 35,000 people globally. Molex offers approximately 100,000 products through direct salespeople and authorized distributors. Markets that Molex serves include mobile devices, infotech, consumer electronics, automotive, telecommunications, industrial, medical, military and aerospace. Sales for the fiscal year ended June 30, 2013 were $3.6 billion. Over 70% of Molex's revenues come from products sold outside the United States.

        Molex's headquarters are at 2222 Wellington Court, Lisle, Illinois 60532 and its telephone number is (630) 527-4447. Molex's website address is www.molex.com. The information contained on or connected to Molex's website is expressly not incorporated by reference into this Proxy Statement. Additional information about Molex is provided in Molex's public filings with the U.S. Securities and Exchange Commission (or "SEC"), which are incorporated by reference herein. See the section entitled "Where You Can Find More Information" on page 149.

Parent

        Koch Industries, Inc., a Kansas corporation ("Parent"). Parent is a privately-held company that owns a diverse group of companies involved in refining, chemicals and biofuels; forest and consumer products; fertilizers; polymers and fibers; process and pollution control equipment and technologies; minerals; commodity trading and services; ranching; glass; and investments. Parent's headquarters are at 4111 East 37th Street North, Wichita, Kansas 67220 and its telephone number is (316) 828-5500.

Merger Sub

        Koch Connectors, Inc., a corporation organized under the laws of the State of Delaware, is an indirect wholly-owned subsidiary of Parent. Merger Sub was formed on August 30, 2013, solely for the purpose of effecting the Merger and has not engaged in any business except for activities incident to its formation and in connection with the transactions contemplated by the Merger Agreement. Merger Sub's headquarters are at 4111 East 37th Street North, Wichita, Kansas 67220 and its telephone number is (316) 828-5500.

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The Annual Meeting

The Purpose of the Annual Meeting (page 23)

        Holders of Molex's Common Stock and Class B Common Stock at the close of business on October 21, 2013 will be asked to vote upon the proposal to adopt the Merger Agreement, which provides that, at the effective time of the Merger, Merger Sub will be merged with and into Molex, with Molex surviving the Merger as a privately-held and indirect wholly-owned subsidiary of Parent (Proposal 1).

        At the effective time of the Merger, holders of Molex's Common Stock, Class B Common Stock and Class A Common Stock will be entitled to receive $38.50 in cash plus a potential Payment Adjustment Amount (as defined below), without interest (the "Per Share Merger Consideration"), in each case less any applicable withholding taxes. The Payment Adjustment Amount, which is only payable if Molex has not previously declared or paid a dividend with respect to the fiscal quarter in which the effective time of the Merger occurs, is a cash amount equal to (i) $0.24 multiplied by (ii) the quotient of (a) the total number of days elapsed between the first day of the fiscal quarter in which the effective time of the Merger occurs and the closing date, and (b) the total number of days in such fiscal quarter.

        Immediately prior to the effective time of the Merger, each share of Molex restricted stock then outstanding and unvested will become fully vested, and the holders of such outstanding shares will receive the same Per Share Merger Consideration in the Merger as other holders of Molex's Class A Common Stock, less any applicable withholding taxes. All outstanding unvested stock options will also become fully vested immediately prior to the effective time of the Merger. All outstanding stock options will be cancelled in the Merger in exchange for the right to receive in cash an amount equal to the product of (i) the total number of shares subject to the stock option multiplied by (ii) the excess, if any, of the Per Share Merger Consideration over the exercise price of the option, less any applicable withholding taxes.

        Voting Stockholders will also be asked to consider and vote upon a proposal to approve, on an advisory non-binding basis, the compensation that may be paid or become payable to the named executive officers of Molex in connection with the Merger (Proposal 2) and also upon a proposal to adjourn the annual meeting, if necessary for the purpose of soliciting additional proxies to approve the adoption of the Merger Agreement (Proposal 3).

        Voting Stockholders will be asked to approve three additional proposals unrelated to the Merger, including a proposal to vote on the election of four Class II directors nominated by Molex's Board of Directors to serve a three-year term (Proposal No. 4); a proposal to ratify the selection of Ernst & Young LLP as Molex's independent auditor for fiscal 2014 (Proposal No. 5); and a proposal to approve the material terms of performance goals under the AIP Plan for purposes of Section 162(m) of the Internal Revenue Code (Proposal No. 6).

        If Voting Stockholders approve Proposal No. 1 to adopt the Merger Agreement and the Merger is completed, Molex will become an indirect wholly-owned subsidiary of Parent at the effective time of the Merger.

Date, Time and Place of the Annual Meeting (page 23)

        The annual meeting will be held on [                    ], 2013, at [                    ], local time, at Molex's corporate headquarters at 2222 Wellington Court, Lisle, Illinois 60532.

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Recommendation of the Board of Directors of Molex (page 36)

        Molex's Board of Directors recommends that you vote:

•

" FOR " the proposal to adopt the Merger Agreement;



•

" FOR " the proposal to approve, on an advisory non-binding basis, the compensation that may be paid or become payable to the named executive officers of Molex in connection with the Merger;



•

" FOR " the proposal to approve the adjournment of the annual meeting, if necessary to solicit additional votes in favor of the proposal to adopt the Merger Agreement if there are insufficient votes at the time of the annual meeting to approve the proposal to adopt the Merger Agreement;



•

" FOR " the proposal to vote on the election of four Class II directors nominated by Molex's Board of Directors to serve until the effective time of the Merger, or, if the Merger is not completed, for a three-year term;



•

" FOR " the proposal to ratify the selection of Ernst & Young LLP as Molex's independent auditor for fiscal 2014; and



•

" FOR " the proposal to approve the material terms of performance goals under the AIP Plan for purposes of Section 162(m) of the Internal Revenue Code.

        The following directors (the "Non-Participating Directors") recused themselves from and did not participate in the deliberations or vote on the Merger: Martin P. Slark, Edgar D. Jannotta and Donald G. Lubin. Mr. Jannotta is Chairman of William Blair & Company L.L.C. ("William Blair"), which Molex engaged to provide it with financial advice in connection the Merger. Mr. Lubin is a partner at Dentons US LLP ("Dentons"), which Molex engaged as its legal counsel for the Merger. Mr. Slark is Molex's Vice Chairman, Executive Vice President and Chief Executive Officer and a member of Molex's Board of Directors. Mr. Slark recused himself based on his view that, in any transaction involving the sale of Molex, his interests as a member of management may be different than those of other stockholders generally. Messrs. Jannotta and Lubin recused themselves from and did not participate in the deliberations of the Board of Directors regarding or vote on Molex's engagement of either William Blair or Dentons.

        Except as set forth below, all of the other members of Molex's Board of Directors participated in all of the deliberations, voted on and approved the Merger Agreement and the transactions contemplated thereunder following a determination that the transactions contemplated by the Merger Agreement, including the Merger, are fair to, and in the best interests of, Molex's stockholders. Director Michael J. Birck received the materials distributed to the directors prior to the September 6, 2013 special meeting of the Board of Directors to consider the Merger Agreement and the transactions contemplated by it, but was unable to participate in the meeting due to a failure or a disconnect in the cellular network servicing Mr. Birck's location. After the meeting, Mr. Birck notified Fredrick A. Krehbiel, Co-Chairman of the Board of Directors, that he had reviewed the materials provided to the directors and fully supported the transactions contemplated by the Merger Agreement, including the Merger.

        The recommendation of Molex's Board of Directors to vote " FOR " Proposal Nos. 4, 5 and 6 is based on recommendations from its Audit and Corporate Governance and Nominating and Compensation Committees. If Voting Stockholders approve Proposal No. 1 to adopt the Merger Agreement and the Merger is completed, Molex will become an indirect wholly-owned subsidiary of Parent at the effective time of the Merger.

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Record Date (page 24)

        Holders of record of Molex's Common Stock and Class B Common Stock at the close of business on October 21, 2013 (the "record date") are entitled to notice of, and to vote at, the annual meeting or any adjournment or postponement thereof. As of the close of business on the record date, there were [                ] shares of Common Stock and [                ] shares of Class B Common Stock outstanding and entitled to vote at the annual meeting, held by approximately [      ] and [      ] holders of record, respectively.

        Holders of record of Molex's Class A Common Stock at the close of business on the record date are entitled to notice of, and to attend and speak at, the annual meeting or any adjournment or postponement thereof, but are not entitled to vote on the proposal to adopt the Merger Agreement or any other proposal being submitted for a vote of the Voting Stockholders at the annual meeting. As of the close of business on the record date, there were [                ] shares of Class A Common Stock outstanding and held by approximately [      ] holders of record.

Who Can Vote (page 27)

        Holders of record of Molex's Common Stock and Class B Common Stock at the close of business on the record date are entitled to notice of, and to vote at, the annual meeting or any adjournment or postponement thereof. Holders of Molex's Class A Common Stock are entitled to notice of and to attend and speak at the annual meeting and any adjournment or postponement thereof, but are not entitled to vote on the Merger Agreement or any other matter being submitted to a vote of stockholders at the annual meeting. A complete list of Voting Stockholders entitled to vote at the annual meeting will be available for examination by any stockholder at Molex's corporate headquarters at 2222 Wellington Court, Lisle, Illinois 60532 during regular business hours for a period of no less than ten days before the annual meeting, and also at the annual meeting.

Required Vote and Quorum (page 25)

        The adoption of the Merger Agreement (Proposal No. 1) requires the affirmative vote of (i) at least a majority of the outstanding shares of Molex's Common Stock, voting as a class, and (ii) at least a majority of the outstanding shares of Molex's Class B Common Stock, voting as a class. Abstentions or the failure to vote your shares will have the same effect as a vote against the Merger.

        Proposal Nos. 2, 3, 5 and 6 require the affirmative vote of (i) at least a majority of the shares of Molex's Common Stock, voting as a class, and (ii) at least a majority of the shares of Molex's Class B Common Stock, voting as a class, in each case present in person or represented by proxy and entitled to vote at the annual meeting.

        The affirmative vote of the holders of a plurality of Common Stock and Class B Common Stock, voting together as a single class, is required for the election of the four Class II nominees for director (Proposal No. 4).

        The presence of the holders of a majority of the voting power of Molex's capital stock issued and outstanding (that is, the Common Stock and the Class B Common Stock) and entitled to vote thereat, present in person or represented by proxy will constitute a quorum if such majority includes (i) the holders of at least one-third of the shares of Common Stock outstanding and entitled to vote at the annual meeting and (ii) the holders of at least one-third of the shares of Class B Common Stock outstanding and entitled to vote at the annual meeting.

Voting and Support Agreements (page 26)

        Concurrently with the execution of the Merger Agreement, Frederick A. Krehbiel and John H. Krehbiel, Jr., the two Co-Chairmen of Molex's Board of Directors, Fred L. Krehbiel, a member of

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Molex's Board of Directors, Martin P. Slark, Molex's Vice Chairman, Executive Vice President and Chief Executive Officer and a member of Molex's Board of Directors, Liam G. McCarthy, Molex's President and Chief Operating Officer, David D. Johnson, Molex's Executive Vice President, Treasurer and Chief Financial Officer, and certain entities through which those persons hold certain shares of stock in Molex (collectively, the "Supporting Stockholders") entered into substantially similar Voting and Support Agreements (the "Voting Agreements") with Parent and Merger Sub.

        Pursuant to the Voting Agreements, subject to certain exceptions, each Supporting Stockholder agreed to vote, and granted Parent a proxy to vote, all of its shares of Common Stock and Class B Common Stock, representing 32.3% and 93.5% of the aggregate voting power of Common Stock and Class B Common Stock, respectively, in favor of the Merger and related matters and to vote against any acquisition proposal, merger, or similar transaction other than the Merger, and against any proposal or agreement that would reasonably be expected to result in a breach of certain provisions under the Merger Agreement. Each Supporting Stockholder has agreed not to initiate, solicit, knowingly facilitate or encourage or engage in any discussions with any other person regarding an alternative acquisition proposal and not to furnish any non-public information relating to Molex to a party that such Supporting Stockholder or the Company knows is seeking to or may make an acquisition proposal. Each Supporting Stockholder has also agreed to certain restrictions on dispositions of shares of Common Stock, Class A Common Stock and Class B Common Stock covered by the applicable Voting Agreement. The Voting Agreements will terminate upon the earlier of (i) the effective time of the Merger, (ii) the termination of the Merger Agreement and (iii) the mutual written consent of the Supporting Stockholders and Parent.

        A form of the Voting Agreement executed by the Supporting Stockholders is attached as Annex B to this Proxy Statement.

        The Voting Agreements are not applicable to Proposal Nos. 4, 5 or 6.

Solicitation of Proxies (page 30)

        All expenses for soliciting proxies will be paid by Molex, which has retained Georgeson, Inc., to aid in the solicitation of proxies, for fees of approximately $12,500, plus reasonable out-of-pocket expenses. Proxies may be solicited by personal interview, mail and telephone. Broadridge Financial Solutions, Inc. has contacted brokerage houses, other custodians and nominees to ask whether other persons are the beneficial owners of the shares they hold in street name and, if that is the case, will supply additional copies of the proxy materials for distribution to such beneficial owners. Molex will reimburse such parties for their reasonable expenses for sending proxy materials to the beneficial owners of the shares. In addition, solicitation of proxies may be supplemented by telephone, facsimile, electronic mail or personal solicitation by Molex's directors, officers or employees. No additional compensation will be paid to directors, officers or employees for such services.

Admission to the Annual Meeting (page 27)

        You are entitled to attend the annual meeting only if you were a Molex stockholder as of the close of business on October 21, 2013 or hold a valid proxy from a Molex stockholder of record to attend the annual meeting. You should be prepared to present photo identification for admittance. In addition, if you are a stockholder of record, your ownership as of the record date will be verified prior to admittance into the meeting. If you are not a stockholder of record but hold shares through a broker, bank, or other nominee, you must provide proof of beneficial ownership as of the record date, such as an account statement or similar evidence of ownership. If you wish to vote in person at the annual meeting and are not a Molex stockholder of record as of the record date, you must have a proxy from a record holder of Molex stock as of the record date. If you do not provide photo identification and comply with the other procedures outlined above, you will not be admitted. Cameras, recording

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equipment, electronic devices, large bags, briefcases or packages will not be permitted in the annual meeting. For directions to the annual meeting, please call Molex's Investor Relations at (630) 527-4447.

Submitting Your Proxy (page 27)

        Molex is providing the Voting Stockholders three ways to submit their proxies:

•

by mail, using the enclosed proxy card and return envelope (proxy cards submitted by mail must be received before [                    ], 2013 to be voted at the annual meeting);



•

by telephone, using the telephone number printed on the enclosed proxy card (voting instructions must be received by 11:59 p.m., Eastern time, [                    ], 2013); or



•

by Internet, using the instructions printed on the enclosed proxy card (voting instructions must be received by 11:59 p.m., Eastern time, [                    ], 2013).

        If you hold your Common Stock or Class B Common Stock in "street name" through a broker, bank or other nominee, you will receive separate instructions from your broker, bank or other nominee explaining how to vote your shares.

Revocability of Proxy (page 29)

        Your proxy is revocable. If you are a holder of record of Common Stock or Class B Common Stock as of the record date, you may revoke your proxy at any time before the vote is taken at the annual meeting by:

•

submitting a new proxy with a later date, by using the telephone or Internet proxy submission procedures described in the proxy card, or by completing, signing, dating and returning a new proxy card by mail to Molex;



•

attending the annual meeting and voting in person; or



•

sending written notice of revocation to the Secretary of Molex at Molex Incorporated, Attn: Secretary, 2222 Wellington Court, Lisle, Illinois 60532.

        Attending the annual meeting in person without taking one of the actions described above will not in itself revoke a previously submitted proxy. If your shares are held in "street name" by your broker, bank or other nominee, you should follow the instructions of your broker, bank or other nominee regarding revocation of voting instructions.

Rights of Class A Common Stockholders

        Holders of Molex's Class A Common Stock are entitled to notice of, and to attend and speak at, the annual meeting and any adjournment or postponement thereof, but are not entitled to vote on the Merger Agreement or any other matter being submitted to a vote of stockholders at the annual meeting. Holders of Class A Common Stock will receive the same Per Share Merger Consideration as holders of Common Stock and Class B Common Stock. Holders of Class A Common Stock also have appraisal rights under Delaware law in connection with the Merger.

The Merger

Structure of the Merger (page 63)

        Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger, Merger Sub, an indirect wholly-owned subsidiary of Parent, will merge with and into Molex, and Molex will be the surviving corporation in the Merger. As a result of the Merger, Molex will become an indirect wholly-owned indirect subsidiary of Parent and will cease to be a publicly-traded company. The Merger Agreement is attached as Annex A to this Proxy Statement. Please read it carefully.

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Consideration to be Received in the Merger (page 64)

        At the effective time of the Merger, holders of Molex's Common Stock, Class B Common Stock and Class A Common Stock will be entitled to receive Per Share Merger Consideration, $38.50 in cash plus a potential Payment Adjustment Amount. If the Merger is completed prior to the time Molex has declared or paid a dividend for the quarter in which the effective time of the Merger occurs, the Payment Adjustment Amount will be equal to (i) $0.24 multiplied by (ii) the quotient of (a) the total number of days elapsed between the first day of the fiscal quarter in which the effective time of the Merger occurs and the closing date of the Merger and (b) the total number of days in such fiscal quarter, less any applicable withholding taxes. Molex currently cannot estimate the amount of the Payment Adjustment Amount, which will range between $0.00 and $0.24.

        Molex stockholders that are entitled to and properly perfect their appraisal rights under Delaware law will be entitled to an appraisal by the Delaware Court of Chancery of the fair value of their shares of Common Stock, Class A Common Stock or Class B Common Stock in lieu of the consideration that such stockholder would otherwise be entitled to receive pursuant to the Merger Agreement.

Treatment of Restricted Stock and Options (page 65)

        Immediately prior to the effective time of the Merger, each share of Molex restricted stock then outstanding and unvested will become fully vested, and the holders of such outstanding shares will receive the same Per Share Merger Consideration in the Merger as other holders of Molex's Class A Common Stock, less any applicable withholding taxes. All outstanding unvested stock options will also become fully vested immediately prior to the effective time of the Merger. All outstanding stock options will be cancelled in the Merger in exchange for the right to receive in cash an amount equal to the product of (i) the total number of shares subject to the stock option multiplied by (ii) the excess, if any, of the Per Share Merger Consideration over the exercise price of the option, less any applicable withholding taxes.

Material U.S. Federal Income Tax Consequences of the Merger (page 60)

        If you are a U.S. holder of Molex's Common Stock, Class B Common Stock or Class A Common Stock, the receipt of cash upon the cancellation of shares pursuant to the Merger will generally be a taxable transaction for U.S. federal income tax purposes. In general, unless you received your shares in a compensatory arrangement, you will recognize gain or loss measured by the difference, if any, between the cash you receive in the Merger (plus the amount, if any, of taxes withheld) and your tax basis in your shares of Molex's stock. Under U.S. federal income tax laws, the Merger will generally not be a taxable transaction to non-U.S. holders (other than those who received shares in a compensatory arrangement) unless the non-U.S. holder has certain connections to the United States, but may be a taxable transaction under foreign tax laws. In addition, under certain circumstances, a portion of the Merger consideration received may be subject to withholding under applicable tax laws. Any withheld amounts will be treated for all purposes as having been paid to the holder in respect of whose shares the withholding was made. You should read the section entitled "Material U.S. Federal Income Tax Consequences" beginning on page 60 for the definition of "U.S. holder" and "non-U.S. holder" and for more detailed discussion of the U.S. federal income tax consequences of the Merger. You should also consult your own tax advisors regarding the particular tax consequences to you of the exchange of shares of Common Stock, Class B Common Stock and Class A Common Stock for cash pursuant to the Merger in light of your particular circumstances (including the application and effect of any state, local or foreign income and other tax laws).

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Opinion of Goldman Sachs as Financial Advisor to Molex's Board of Directors (page 39)

        Goldman, Sachs & Co. ("Goldman Sachs") delivered its opinion to Molex's Board of Directors that, as of September 9, 2013, and based upon and subject to the factors and assumptions set forth therein, the $38.50 per share in cash to be paid to the holders (other than Parent and its affiliates) of shares of each class of common stock, taken in the aggregate, pursuant to the Merger Agreement was fair from a financial point of view to such holders.

        The full text of the written opinion of Goldman Sachs, dated September 9, 2013, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex C. Goldman Sachs provided its opinion for the information and assistance of Molex's Board of Directors in connection with its consideration of the Merger. The Goldman Sachs opinion does not constitute a recommendation as to how any holder of Molex's Common Stock, Class A Common Stock or Class B Common Stock should vote with respect to the Merger or any other matter. Pursuant to the terms of an engagement letter between Molex and Goldman Sachs, Molex paid Goldman Sachs a fee of $2.5 million, in cash, following the delivery of the financial analysis of Goldman Sachs contemplated by its opinion.

Conditions to the Merger (page 81)

        Molex, Parent and Merger Sub are not required to complete the Merger unless a number of conditions are satisfied or waived, as applicable. These conditions include:

•

the approval of the proposal to adopt the Merger Agreement by the affirmative vote of (i) at least a majority of the outstanding shares of Molex's Common Stock, voting as a class, and (ii) at least a majority of the outstanding shares of Molex's Class B Common Stock, voting as a class;



•

the absence of any law, judgment, decree, award or judicial, administrative, executive or legislative order of a governmental authority making illegal, restraining, enjoining or otherwise prohibiting the consummation of the Merger;



•

the expiration or termination of the waiting period applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), expiration or termination of the applicable waiting periods under the competition laws of China, the European Union, Israel, Japan, Mexico, South Korea, Turkey and Ukraine, or any other approval, waiver or consent of any governmental authority, the absence of which could reasonably be expected to materially impair the operation of Molex or Parent's control thereof;



•

the parties' representations and warranties in the Merger Agreement being true and correct as of the date of the Merger Agreement and the time of completion of the Merger (except that those representations and warranties that address matters only as of a particular date need only be true and correct as of such date), generally subject to certain materiality standards; and



•

the parties' having performed or complied in all material respects with all agreements and covenants required to be performed or complied with at or prior to the time of completion of the Merger.

Financing of the Merger (page 77)

        The Merger is not conditioned upon Parent's receipt of any financing or the completion of the issuance of any securities by Parent or the availability of any cash at Molex to be used to complete the Merger or any transaction contemplated by the Merger Agreement.

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No Solicitation (page 73)

        The Merger Agreement contains a customary non-solicitation provision that prohibits Molex from soliciting alternative acquisition proposals from third parties and providing information to, and participating in discussions and engaging in negotiations with, third parties regarding alternative acquisition proposals, subject to the fulfillment of certain fiduciary requirements of Molex's Board of Directors and compliance with the terms of the Merger Agreement. In certain circumstances, Molex's Board of Directors has the right to change its recommendation in support of a "superior proposal," but Molex will, at Parent's request, continue to submit the Merger Agreement to a vote of the Voting Stockholders for the purpose of obtaining the approval of the Merger by the Voting Stockholders.

Termination of the Merger Agreement (page 83)

        The Merger Agreement may be terminated and the Merger may be abandoned at any time prior to the completion of the Merger as follows:

•

by mutual written consent of Parent and Molex;



•

by either Parent or Molex, whether before or after the stockholder approval of the Merger Agreement, if the Merger has not been completed on or prior to February 28, 2014, (the "Outside Date"); except that the Outside Date will be automatically extended for up to twelve months to the extent necessary to obtain required antitrust approvals or consents for as long as all of the other closing conditions have been satisfied; and



•

by either Parent or Molex in certain other circumstances.

Termination Fee (page 84)

        Molex will be required to pay Parent a termination fee of $232 million in certain circumstances. Subject to certain limitations, the parties agreed that the payment of the termination fee in accordance with, and after the valid termination of, the Merger Agreement will be the exclusive remedy available to Parent for any loss resulting from the failure of the Merger to be completed in the circumstances in which payment of the termination fee is required under the Merger Agreement.

Expense Reimbursement (page 85)

        Molex is required to reimburse Parent up to $15 million of Merger-related expenses incurred by Parent or Merger Sub if the Merger Agreement is terminated under certain circumstances.

        Parent is required to reimburse Molex for certain of its expenses incurred in obtaining requisite antitrust and other government approvals.

Regulatory Matters (page 59)

        Molex and Parent are required to make a filing under the HSR Act in connection with the Merger. The HSR Act provides that certain acquisition transactions may not be consummated until the parties to the transaction have filed a prescribed notification and report form and have supplied certain information concerning the transaction to the Antitrust Division of the U.S. Department of Justice (the "DOJ") and the Federal Trade Commission (the "FTC"), and the waiting period has expired or has been terminated.

        Filings made under the HSR Act are subject to a 30-day initial waiting period, although early termination was requested by the parties and may be granted by the DOJ or FTC. The DOJ or the FTC may request to extend the waiting period prior to the expiration of the initial waiting period and seek additional information or documents from the Company or Parent either (i) informally or (ii) formally pursuant to a Second Request. If a Second Request is made, the waiting period will expire

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at 11:59 p.m., Eastern time, on the 30th day after substantial compliance (as determined by the DOJ or the FTC) by the Company and Parent with the Second Request. Only one extension of the waiting period pursuant to a request for additional information is authorized by the HSR Act; however, the parties may agree to other or additional extensions. The expiration or termination of the applicable waiting period under the HSR Act, and the expiration or termination of any agreement with the DOJ or the FTC not to consummate the Merger, are conditions to completion of the Merger. Molex and Parent filed the requisite notification and report forms with the DOJ and FTC on September 17, 2013 and requested early termination. The initial waiting period is scheduled to expire at 11:59 p.m. Eastern time on October 17, 2013 or earlier, if early termination is granted.

        At any time before or after completion of the Merger, either the DOJ or the FTC could take such action under the antitrust laws as either deems necessary or desirable in the public interest, including seeking a court order to enjoin the Merger or seeking (i) divestiture of substantial assets of either or both of Parent and Molex or (ii) conditions of future activities of the merged entity, or both. Private parties, as well as state governments, may also bring legal actions under the state or federal antitrust laws seeking similar or different relief.

        The Merger is also conditioned on the filing of a notification with the European Commission under Council Regulation (EC) No 139/2004, and the filings required by the antitrust and competition laws and regulations of China, Israel, Japan, Mexico, South Korea, Turkey and Ukraine and receipt of the applicable clearances or expiration of waiting periods under the laws and regulations of each of these entities and countries.

        See the sections entitled "The Merger Agreement—Proposal 1—Conditions to the Merger" and "The Merger Agreement—Proposal 1—Efforts to Complete the Merger; Governmental Approvals."

Appraisal Rights (page 86)

        Under Delaware law, holders of Common Stock and Class B Common Stock who do not vote in favor of the adoption of the Merger Agreement who properly demand appraisal of their shares and who otherwise comply with the requirements of Section 262 of the DGCL, will be entitled to seek appraisal for and obtain payment in cash for the judicially determined "fair value" (as defined pursuant to Section 262 of the DGCL) of their shares in lieu of receiving of the Per Share Merger Consideration if the Merger is completed, but only if they comply with all applicable requirements of Delaware law. The judicially determined "fair value" may be more or less than, or the same as, the Per Share Merger Consideration.

        Holders of Class A Common Stock have the same appraisal rights and are subject to the same procedural requirements as the holders of Common Stock and Class B Common Stock in order to perfect their appraisal rights.

        Any holder of record of shares of Molex's Common Stock, Class B Common Stock or Class A Common Stock intending to exercise appraisal rights, among other things, must submit a written demand for appraisal to Molex prior to the vote on the proposal to adopt the Merger Agreement, must not (in the case of holders of Common Stock and Class B Common Stock) vote in favor of the proposal to adopt the Merger Agreement, must continue to hold the shares through the effective time of the Merger and must otherwise comply with all of the procedures required by Delaware law. The relevant provisions of the DGCL are included as Annex D to this Proxy Statement. Stockholders are encouraged to read these provisions carefully and in their entirety. Moreover, due to the complexity of the procedures for exercising the right to seek appraisal, stockholders who are considering exercising such rights are encouraged to seek the advice of legal counsel. Failure to comply strictly with the relevant provisions of DGCL may result in loss of appraisal rights.

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Interests of Directors and Executive Officers in the Merger (page 52)

        In considering the recommendation of Molex's Board of Directors, without the participation of the Non-Participating Directors (including Mr. Slark), with respect to the proposal to adopt the Merger Agreement, stockholders should be aware that, aside from their interests as stockholders of Molex, Molex's directors and executive officers have interests in the Merger that are different from, or in addition to, those of Molex's stockholders generally. These interests may create potential conflicts of interest. These interests include the acceleration and "cash-out" of certain equity and equity-based awards and deferred compensation, certain cash bonuses contingent upon the executive officers' continued services to Molex until the effective date of the Merger and the right to continued indemnification and insurance coverage by Molex after the Merger.

        The Board of Directors was aware of these potential conflicts of interest and considered them, among other matters, in reaching its decision to approve the Merger Agreement and to recommend that the Company's stockholders vote in favor of adopting the Merger Agreement.

Legal Proceedings (page 63)

        On September 10, 2013, a putative shareholder class action complaint was filed in the Chancery Division of the Circuit Court of DuPage County in the State of Illinois, captioned Carolyn Williams v. Molex Incorporated , et. al., Case No. 2013CH002616. The complaint purports to be brought on behalf of holders of Molex common stock, with certain exclusions, and names as defendants Molex, each member of Molex's Board of Directors (the "Individual Defendants"), Parent and Merger Sub. The complaint generally alleges that the Individual Defendants breached their fiduciary duties and that Parent and Merger Sub aided and abetted these purported breaches of fiduciary duties. The complaint includes, among other allegations, that the Individual Defendants failed to take steps to maximize the value of Molex and obtain for Molex's shareholders the highest value available in the marketplace, that the "intrinsic value" of Molex's stock is in excess of the amount offered in the transaction, and that the "no-shop," matching rights" and termination fee provisions of the Merger Agreement unfairly favor Parent and Merger Sub and improperly restrain Molex's ability to consider other offers. The relief sought includes, among other things, an injunction prohibiting the completion of the Merger, rescission (to the extent the Merger has been completed), and the payment of plaintiff's attorneys' and experts' fees and costs. Molex, Parent and Merger Sub believe that the complaint is without merit and intend to vigorously defend the action.

        On September 11, 2013, a putative shareholder class action complaint was filed in the Eighteenth Judicial District of the Circuit Court of DuPage County in the State of Illinois, captioned Spoleto Corp. v. Molex Incorporated , et. al., Case No. 2013CH002625. The complaint names as defendants Molex, the Individual Defendants, Parent and Merger Sub. The complaint generally alleges that the Individual Defendants breached their fiduciary duties and that Molex, Parent and Merger Sub aided and abetted these purported breaches of fiduciary duties. The complaint includes, among other allegations, that the Individual Defendants failed to exercise ordinary care and diligence in the exercise of their fiduciary obligations, and that the Voting Agreements, the "no-shop," "matching rights" and termination fee provisions, certain alleged restrictions on the Board of Directors' ability to change its recommendation concerning the Merger upon certain material favorable changes in Molex's condition, and Parent's ability to require a vote on the Merger allegedly gives Parent an advantage over potential future competing bids. The relief sought includes, among other things, an injunction prohibiting the completion of the Merger, rescission (to the extent the Merger has been completed), and the payment of plaintiff's attorneys' and experts' fees and costs. Molex, Parent and Merger Sub believe that the complaint is without merit and intend to vigorously defend the action.

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THE ANNUAL MEETING

        Molex Incorporated is furnishing this Proxy Statement to you, as a stockholder of Molex, as part of the solicitation of proxies by Molex's Board of Directors for use at the annual meeting of stockholders. In this Proxy Statement, unless the context requires otherwise, the terms "Molex" or "Company" refer to Molex Incorporated, a Delaware corporation, and its subsidiaries. The term "Merger Agreement" refers to the Agreement and Plan of Merger dated as of September 9, 2013, as it may be amended from time to time, by and among Molex, Parent and Merger Sub. The term "Parent" refers to Koch Industries, Inc., a Kansas corporation, and the term "Merger Sub" refers to Koch Connectors, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent. Unless the context requires otherwise, the terms "you" and "Voting Stockholders" refer to holders of Molex's Common Stock, par value $0.05 per share, and Molex Class B Common Stock, par value $0.05 per share. Pursuant to the Merger Agreement, Merger Sub will merge with and into Molex, with Molex surviving the Merger as an indirect wholly-owned subsidiary of Parent (the "Merger").

Date, Time, Place and Purpose of the Annual Meeting

        This Proxy Statement is being furnished to Molex's stockholders in connection with the solicitation of proxies by the Company's Board of Directors for use at the annual meeting to be held at Molex's corporate headquarters at 2222 Wellington Court, Lisle, Illinois 60532 on [            ], 2013 beginning at [            ], local time, or at any adjournment or postponement thereof. At the annual meeting, holders of Molex's Common Stock and Class B Common Stock present in person or represented by proxy and entitled to vote will be asked:

•

to consider and vote on a proposal to adopt the Merger Agreement pursuant to which Molex will become an indirect wholly-owned subsidiary of Parent (Proposal No. 1);



•

to approve, on an advisory non-binding basis, the compensation that may be paid or become payable to the named executive officers of Molex in connection with the Merger (Proposal No. 2);



•

to approve the adjournment of the annual meeting, if necessary, to solicit additional votes if there are insufficient votes at the time of the annual meeting to approve the proposal to adopt the Merger Agreement (Proposal No. 3);



•

to vote on the election of four Class II directors nominated by Molex's Board of Directors to serve until the effective time of the Merger, or, if the Merger is not completed, for a three-year term (Proposal No. 4);



•

to ratify the selection of Ernst & Young LLP as Molex's independent auditor for fiscal 2014 (Proposal No. 5);



•

to approve the material terms of performance goals under the AIP Plan for purposes of Section 162(m) of the Internal Revenue Code (Proposal No. 6); and



•

to act upon other business that may properly come before the annual meeting or any adjournment or postponement thereof by or at the direction of the Board of Directors.

        A copy of the Merger Agreement is included as Annex A to this Proxy Statement. This Proxy Statement and the enclosed form of proxy are first being mailed to stockholders on or about [            ], 2013.

Recommendation of the Board of Directors

        Molex's Board of Directors determined that the transactions contemplated by the Merger Agreement, including the Merger, are fair to, and in the best interests of, Molex's stockholders and has

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approved and declared advisable the Merger Agreement and the transactions contemplated therein, including the Merger, and recommended that holders of Molex's Common Stock and Class B Common Stock (together, the "Voting Stockholders" or "you" unless the context indicates otherwise) vote for the Merger Agreement.

        Accordingly, Molex's Board of Directors recommends that the holders of Molex's Common Stock and Class B Common Stock vote:

•

" FOR " the proposal to adopt the Merger Agreement (Proposal No. 1);



•

" FOR " the proposal to approve, on an advisory non-binding basis, the compensation that may be paid or become payable to the named executive officers of Molex in connection with the Merger (Proposal No. 2); and



•

" FOR " the proposal to approve the adjournment of the annual meeting, if necessary, to solicit additional votes if there are insufficient votes at the time of the annual meeting to approve the proposal to adopt the Merger Agreement (Proposal No. 3).

        Except for Martin P. Slark, Edgar D. Jannotta and Donald G. Lubin (the "Non-Participating Directors") and as set forth below, all of the members of Molex's Board of Directors participated in all of the deliberations, voted on and approved the Merger Agreement and the transactions contemplated thereunder following a determination that the transactions contemplated by the Merger Agreement, including the Merger, are fair to, and in the best interests of, Molex's stockholders. Director Michael J. Birck received the materials distributed to the directors prior to the September 18, 2013 special meeting of the Board of Directors to consider the Merger Agreement and the transactions contemplated by it, but was unable to participate in the meeting due to a failure or a disconnect in the cellular network servicing Mr. Birck's location. After the meeting, Mr. Birck notified Fredrick A. Krehbiel, co-chairman of the Board of Directors, that he had reviewed the materials provided to the directors and fully supported the transactions contemplated by the Merger Agreement, including the Merger. Molex's Board of Directors recommends that the Voting Stockholders vote "FOR" Proposals 1, 2 and 3 in this Proxy Statement.

        In addition, the Board of Directors, based on recommendations from its Audit and Corporate Governance and Nominating and Compensation Committees recommends that you vote:

•

" FOR " the proposal to vote on the election of four Class II directors nominated by Molex's Board of Directors to serve a three-year term (Proposal No. 4);



•

" FOR " the proposal to ratify the selection of Ernst & Young LLP as Molex's independent auditor for fiscal year 2014 (Proposal No. 5); and



•

" FOR " the proposal to approve the material terms of performance goals under the AIP Plan for purposes of Section 162(m) of the Internal Revenue Code (Proposal No. 6).

Record Date; Quorum

        The holders of record of Common Stock and Class B Common Stock as of the close of business on October 21, 2013, the record date, are entitled to receive notice of and to vote at the annual meeting. On October 21, 2013, there were [            ] shares of Common Stock and [            ] shares of Class B Common Stock issued and outstanding and held by [      ] and [      ] holders of record, respectively.

        A complete list of stockholders entitled to vote at the annual meeting will be available for examination by any stockholder at Molex's corporate headquarters at 2222 Wellington Court, Lisle, Illinois 60532 during regular business hours for a period of no less than ten days before the annual meeting, and at the annual meeting. Molex is commencing the solicitation of proxies on the date it files

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a definitive Proxy Statement with the SEC on Schedule 14A, which is before the October 21, 2013 record date. Molex will continue to solicit proxies until the [            ], 2013 annual meeting. Each stockholder of record on the record date who has not yet received a Proxy Statement prior to that date will receive a proxy statement, and each Voting Stockholder of record on the record date will have the opportunity to vote on the matters described in the Proxy Statement. If you are not a holder of record on the record date, any proxy you deliver will be ineffective. If you deliver a proxy prior to the record date and remain a holder on the record date, you do not need to deliver another proxy after the record date. If you deliver a proxy prior to the record date and do not revoke that proxy, your proxy will be deemed to cover the number of shares you own on the record date even if that number is different from the number of shares you owned when you executed and delivered your proxy. Proxies received from persons who are not holders of record on the record date will not be effective.

        No matter may be considered at the annual meeting unless a quorum is present. The presence of the holders of a majority of the voting power of Molex's capital stock issued and outstanding (that is, the Common Stock and the Class B Common Stock) and entitled to vote thereat, present in person or represented by proxy will constitute a quorum if such majority includes (i) the holders of at least one-third of the shares of Common Stock outstanding and entitled to vote at the annual meeting and (ii) the holders of at least one-third of the shares of Class B Common Stock outstanding and entitled to vote at the annual meeting. Shares of Common Stock and Class B Common Stock represented by proxies reflecting abstentions and properly executed broker non-votes (if any) will be counted as present and entitled to vote for purposes of determining a quorum. A broker non-vote occurs when a broker, dealer, commercial bank, trust company or other nominee does not vote on a particular matter because such broker, bank or other nominee does not have the discretionary voting power with respect to that proposal and has not received voting instructions from the beneficial owner. Brokers, banks and other nominees will not have discretionary voting power with respect to Proposals 1, 2, 3, 4 or 6. If a quorum is not present, the stockholders who are present or represented by proxy may adjourn the meeting until a quorum is present.

Required Vote

        Each share of Common Stock and Class B Common Stock outstanding as of the record date is entitled to one vote at the annual meeting. The Common Stock and Class B Common Stock will vote separately on each of the proposals being presented at the annual meeting (except for the election of directors). The required vote for each proposal to be voted on at the annual meeting is set forth below.

        Under Delaware law and the Company's certificate of incorporation and bylaws, and as a condition to the completion of the Merger, holders of (i) at least a majority of the outstanding shares of Molex's Common Stock, voting as a class, and (ii) at least a majority of the outstanding shares of Molex's Class B Common Stock, voting as a class, must vote " FOR " the proposal to adopt the Merger Agreement (Proposal No. 1), pursuant to which Molex will become an indirect wholly-owned subsidiary of Parent.

        In order to be approved at the annual meeting, holders of (i) at least a majority of the shares of Molex's Common Stock, voting as a class, and (ii) at least a majority of the shares of Molex's Class B Common Stock, voting as a class, in each case present in person or represented by proxy and entitled to vote at the annual meeting, must vote " FOR " the proposals to:

•

approve, on an advisory non-binding basis, the compensation that may be paid or become payable to the named executive officers of Molex in connection with the Merger (Proposal No. 2);



•

approve the adjournment of the annual meeting, if necessary, to solicit additional votes if there are insufficient votes at the time of the annual meeting to approve the proposal to adopt the Merger Agreement (Proposal No. 3);

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•

ratify the selection of Ernst & Young LLP as Molex's independent auditor for fiscal 2014 (Proposal No. 5);



•

approve the material terms of performance goals under the AIP Plan for purposes of Section 162(m) of the Internal Revenue Code (Proposal No. 6); and



•

act upon other business that may properly come before the annual meeting or any adjournment or postponement thereof by or at the direction of the Board of Directors.

        The affirmative vote of the holders of a plurality of Common Stock and Class B Common Stock, voting together as a single class, is required for the election of the four Class II nominees for director (Proposal No. 4).

        The Merger is not conditioned upon the votes of any other Proposal.

         A failure to vote your shares of Common Stock or Class B Common Stock or an abstention from voting will have the same effect as a vote " AGAINST" Proposal 1. Abstentions and broker non-votes will be included in the calculation of the number of shares of voting stock represented at the annual meeting for purposes of determining whether a quorum has been achieved and whether shares are present at the meeting. Broker non-votes will have no effect on Proposal Nos. 2, 3, 4 and 6, but will have the effect of a vote " AGAINST " Proposal No. 1. Abstentions will have the same effect as a vote " AGAINST " Proposals 1, 2, 3, 5 and 6. " WITHHOLD " votes will have no effect on the result of the votes on the election of directors.

        As of October 21, 2013, there were [                        ] shares of Common Stock and [                        ] shares of Class B Common Stock outstanding.

        As of the record date, the Krehbiels control the vote of approximately [      ]% and [      ]% of Common Stock and Class B Common Stock, respectively. As a result, regardless of the vote of any other Molex stockholder, they generally have veto power over the vote relating to all matters (including veto power over the Merger and similar transactions) other than the election of directors and hold a significant portion of the Common Stock required to approve any of the matters submitted to a vote at the annual meeting. As of the close of business on the record date, there were [            ] shares of Common Stock and [            ] shares of Class B Common Stock outstanding and entitled to be voted at the annual meeting held by approximately [            ] and [            ] holders of record, respectively.

        The right of Class B Common Stock holders to vote separately as a class is subject to applicable law and exists for so long as at least 50% of the authorized shares of the Class B Common Stock are outstanding. As of September 18, 2013, more than 50% of the authorized shares of Class B Common Stock were outstanding.

Voting Agreements of Certain Directors and Executive Officers of Molex

        Concurrently with the execution of the Merger Agreement, Frederick A. Krehbiel and John H. Krehbiel, Jr., the two Co-Chairmen of Molex's Board of Directors, Fred L. Krehbiel, a member of Molex's Board of Directors, Martin P. Slark, Molex's Vice Chairman, Executive Vice President and Chief Executive Officer and a member of Molex's Board of Directors, Liam G. McCarthy, Molex's President and Chief Operating Officer, David D. Johnson, Molex's Executive Vice President, Treasurer and Chief Financial Officer, and certain entities through which those persons hold certain shares of stock in Molex (collectively, the "Supporting Stockholders") entered into substantially similar Voting and Support Agreements (the "Voting Agreements") with Parent and Merger Sub.

        Pursuant to the Voting Agreements, each Supporting Stockholder agreed to vote, and granted Parent a proxy to vote, all of its shares of Common Stock and Class B Common Stock, representing 32.3% and 93.5% of the aggregate voting power of Common Stock and Class B Common Stock, respectively, in favor of the Merger and related matters. Each Supporting Stockholder also agreed to

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vote against any acquisition proposal, merger, combination, sale of substantial assets, or reorganization, other than the Merger, and against any proposal, action or agreement that would reasonably be expected to result in (i) a breach of any covenant, representation, warranty or any other obligation or agreement of Molex under the Merger Agreement, (ii) the failure of any conditions to the Merger to not be fulfilled, or (iii) a change in the capitalization of Molex. Pursuant to the Voting Agreements, in the event that Molex's Board of Directors makes a change of recommendation in favor of a superior proposal to the Merger (in compliance with the terms of the Merger Agreement), then, after providing Parent with written notice, the Supporting Stockholders will be relieved of the voting obligations with respect to their shares of Common Stock (but not with respect to their shares of Class B Common Stock) for as long as the superior proposal continues to constitute a superior proposal under the terms of the Merger Agreement.

        In addition, each Supporting Stockholder has agreed not to initiate, solicit, knowingly facilitate or encourage or engage in any discussions with any other person regarding an alternative acquisition proposal and not to furnish any non-public information relating to Molex to a party that such Supporting Stockholder or the Company knows is seeking to or may make an acquisition proposal. Each Supporting Stockholder has also agreed to certain restrictions on the dispositions of shares of Common Stock, Class A Common Stock and Class B Common Stock covered by the applicable Voting Agreement. The Voting Agreements will terminate upon the earlier of (i) the effective time of the Merger, (ii) the termination of the Merger Agreement and (iii) the mutual written consent of the Supporting Stockholders and Parent.

        A form of Voting Agreement executed by the Supporting Stockholders is attached as Annex B to this Proxy Statement. The foregoing description of the Voting Agreements does not purport to be complete and is qualified in its entirety by reference to the form of the Voting Agreement.

        The Voting Agreements are not applicable to Proposals Nos. 4, 5 or 6.

Voting

Attendance

        All holders of shares of Common Stock, Class B Common Stock and Class A Common Stock as of the close of business on the record date, including stockholders of record and beneficial owners of Common Stock registered in the "street name" of a bank, broker or other nominee, are invited to attend the annual meeting. If you are a stockholder of record, you should be prepared to present photo identification for admittance. In addition, if you are a stockholder of record, your ownership as of the record date will be verified prior to admittance into the meeting. If you are not a stockholder of record but hold shares through a bank, broker, or other nominee, you must provide proof of beneficial ownership as of the record date, such as an account statement or similar evidence of ownership. If you wish to vote in person at the annual meeting and are not a Molex stockholder of record as of the record date, you must have a proxy from a record holder of Molex stock as of the record date. If you do not provide photo identification and comply with the other procedures outlined above, you will not be admitted. Cameras, recording equipment, electronic devices, large bags, briefcases or packages will not be permitted in the annual meeting. For directions to the annual meeting, please call Molex's Investor Relations at (630) 527-4447.

Voting in Person

        The Voting Stockholders of record will be able to vote in person at the annual meeting. If you are not a Voting Stockholder of record, but instead hold your shares in "street name" through a bank, broker or other nominee, you must provide a proxy executed in your favor from your bank, broker or other nominee in order to be able to vote in person at the annual meeting.

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Providing Voting Instructions by Proxy

        To ensure that your shares are represented at the annual meeting, Molex recommends that you provide voting instructions promptly by proxy, even if you plan to attend the annual meeting in person. If you fail to return your proxy, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the annual meeting (unless you are a record holder as of the record date and attend the annual meeting in person) and will have the same effect as a vote " AGAINST " Proposal 1.

        If you are a Voting Stockholder of record, you may provide voting instructions by proxy by completing, signing, dating and returning the enclosed proxy card. You may alternatively follow the instructions on the enclosed proxy card for Internet or telephone proxy submissions. Proxy cards submitted by mail must be received before [            ], 2013 to be voted at the annual meeting. If you submit your proxy through the Internet or by telephone, it must be received by 11:59 p.m., Eastern time, [            ], 2013.

        If you sign, date and return your proxy without indicating how you wish to vote, your proxy will be voted " FOR " each of the proposals being presented at the annual meeting. If you fail to return your proxy, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the annual meeting (unless you are a record holder as of the record date and attend the annual meeting in person) and will have the same effect as a vote " AGAINST " of Proposal 1.

        For each of Proposals 1, 2, 3, 5 and 6 you may vote " FOR ," " AGAINST " or " ABSTAIN ." And for Proposal 4, you may vote " FOR " one or more specified nominees or you may " WITHHOLD " your vote for all nominees.

        If your shares are held by a bank, broker or other nominee on your behalf in "street name," your bank, broker or other nominee will send you instructions as to how to provide voting instructions for your shares by proxy. Many banks and brokerage firms have a process for their customers to provide voting instructions by telephone or via the Internet, in addition to providing voting instructions by proxy card.

        In accordance with the rules of NASDAQ Global Select Market ("NASDAQ"), banks, brokers and other nominees who hold shares of Common Stock or Class B Common Stock in "street name" for their customers do not have discretionary authority to vote the shares with respect to the approval of Proposal Nos. 1, 2, 3, 4 or 6. Accordingly, if banks, brokers or other nominees do not receive specific voting instructions from the beneficial owner of such shares they may not vote such shares with respect to the approval of the Merger Agreement and a "broker non-vote" will arise. Broker non-votes, if any, will be counted for purposes of determining whether a quorum is present at the annual meeting. For shares of Common Stock and Class B Common Stock held in "street name," only such shares affirmatively voted " FOR " Proposal No. 1 will be counted as favorable votes for such proposal. Broker non-votes on Proposal No. 1 will have the same effect as votes " AGAINST " Proposal No. 1. Broker non-votes will not have any effect on Proposal Nos. 2, 3, 4 and 6. Brokers may vote in their discretion on Proposal No. 5.

        Abstentions will be included in the calculation of the number of shares of Common Stock and Class B Common Stock represented at the annual meeting for purposes of determining whether a quorum has been achieved. Abstaining from voting will have the same effect as a vote " AGAINST " each of Proposal Nos. 1, 2, 3, 5 and 6.

        A " WITHHOLD " vote on Proposal No. 4 will be included in the calculation of the number of shares of Common Stock and Class B Common Stock represented at the annual meeting for purposes of determining whether a quorum has been achieved, but will have no effect on the election of directors.

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Revocation of Proxies

        Your proxy is revocable. If you are a holder of record of Common Stock or Class B Common Stock as of the record date, you may revoke your proxy at any time before the vote is taken at the annual meeting by:

•

submitting a new proxy with a later date, by using the telephone or Internet proxy submission procedures described in the proxy card, or by completing, signing, dating and returning a new proxy card by mail to Molex;



•

attending the annual meeting and voting in person; or



•

sending written notice of revocation to the Secretary of Molex at Molex Incorporated, Attn: Secretary, 2222 Wellington Court, Lisle, Illinois 60532.

        Attending the annual meeting in person without taking one of the actions described above will not in itself revoke a previously submitted proxy. Please note that if you want to revoke your proxy by mailing a new proxy card to Molex or by sending a written notice of revocation to Molex, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by Molex before the day of the annual meeting.

        If you hold your shares in "street name" through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee in order to revoke your proxy or submit new voting instructions.

Postponements and Adjournments

        Although it is not currently expected, the annual meeting may be postponed or adjourned. A postponement or adjournment may occur whether prior to or after conducting those portions of the meeting pertaining to the election of directors, ratification of auditors and approval of performance goals under the Plan under any of the methods described below:

•

Pursuant to Molex's bylaws, and as authorized by the Merger Agreement, if a quorum is not present at the annual meeting, then the meeting may be adjourned by those present at the annual meeting.



•

Under the Merger Agreement, Molex may postpone or adjourn the annual meeting to the extent the SEC has instructed Molex that any supplement or amendment to this Proxy Statement is required by law.



•

Molex may, and shall upon Parent's request, also adjourn the annual meeting, if necessary, to solicit additional votes if there are insufficient votes at the time of the annual meeting to approve the Merger Agreement. Such an adjournment would require the affirmative vote of (i) at least a majority of the shares of Molex's Common Stock, voting as a class, and (ii) at least a majority of the shares of Class B Common Stock, voting as a class in each case, present in person or represented by proxy and entitled to vote at the annual meeting. See the section entitled "Adjournment of the Annual Meeting (Proposal 3)."

Appraisal Rights

        The Voting Stockholders and holders of Class A Common Stock are entitled to statutory appraisal rights under Delaware law in connection with the Merger. Stockholders who comply with the requirements of Section 262 of the DGCL are entitled to have the "fair value" (as defined pursuant to Section 262 of the DGCL) of their shares of Common Stock, Class B Common Stock and Class A Common Stock determined by the Court of Chancery of the State of Delaware and to receive payment based on that valuation instead of receiving the Per Share Merger Consideration. The ultimate amount stockholders would receive in an appraisal proceeding may be more than, the same as or less than the Per Share Merger Consideration stockholders would have received under the Merger Agreement.

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        To exercise appraisal rights, stockholders must submit a written demand for appraisal to Molex before the vote is taken on the Merger Agreement, Voting Stockholders must NOT vote in favor of the proposal to adopt the Merger Agreement and stockholders must otherwise comply with the requirements of Section 262 of the DGCL. A stockholder's failure to follow exactly the procedures specified under Delaware law could result in the loss of appraisal rights. See Section 262 of the DGCL, which is reproduced in its entirety as Annex D to this proxy statement.

Solicitation of Proxies

        All expenses for soliciting proxies will be paid by Molex, which has retained Georgeson, Inc., to aid in the solicitation of proxies, for fees of approximately $12,500, plus reasonable, out-of-pocket expenses. Proxies may be solicited by personal interview, mail and telephone. Broadridge Financial Solutions, Inc. has contacted brokerage houses, other custodians and nominees to ask whether other persons are the beneficial owners of the shares they hold in street name and, if that is the case, will supply additional copies of the proxy materials for distribution to such beneficial owners. Molex will reimburse such parties for their reasonable expenses for sending proxy materials to the beneficial owners of the shares. In addition, solicitation of proxies may be supplemented by telephone, facsimile, electronic mail or personal solicitation by Molex's directors, officers or employees. No additional compensation will be paid to directors, officers or employees for such services.

Additional Assistance

        If you have more questions about the Merger, or require assistance in submitting your proxy or voting your shares or need additional copies of the proxy statement or the enclosed proxy card, please contact Georgeson, Inc. at (866) 767-8986, which is acting as Molex's proxy solicitation agent and information agent in connection with the Merger.

        If your broker, bank or other nominee holds your shares, you should also call your broker, bank or other nominee for additional information.

Other Business

        Molex's Board of Directors does not expect to bring any other matter before the annual meeting and is not aware of any other matter that may be considered at the meeting. However, if any other matter does properly come before the meeting, the proxy holders will vote the proxies in accordance with the recommendations of Molex's Board of Directors.

THE MERGER

        This discussion of the Merger is qualified by reference to the Merger Agreement, which is attached to this Proxy Statement as Annex A. You should read the entire Merger Agreement carefully as it is the legal document that governs the Merger.

Background of the Merger

        As part of the ongoing evaluation of Molex's business, Molex's senior management and Board of Directors periodically review and assess Molex's operations and financial performance, as well as industry conditions as they may affect Molex's long-term strategic goals and plans, including consideration of potential opportunities to maximize stockholder value, such as business combinations, acquisitions, and other financial and strategic alternatives.

        In early 2013, the Co-chairmen of Molex's Board of Directors, in connection with their ongoing evaluation of Molex's business, discussed with each other strategic alternatives for Molex including the desirability of a potential sale of Molex in light of market conditions. They also discussed matters relating to responsible management succession planning and alternative scenarios in the event that

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either of them was unable to continue to serve in his capacity as Co-Chairman of Molex, and their desire to protect stockholder value in that context. They determined to seek preliminary guidance from financial advisors to help assess whether a potential sale of Molex would be in the best interests of Molex and its stockholders. In April 2013, the Co-Chairmen met separately with representatives of William Blair & Company, L.L.C. ("William Blair") and BDT & Company, LLC ("BDT") to discuss strategic alternatives, including whether a potential sale of Molex could deliver significant value to Molex's stockholders. William Blair was chosen for its expertise as a financial advisor as well as its long history of service to the Company and resulting in-depth knowledge of the Company and the industry. BDT was selected because of its expertise and status as a premier financial advisor. Following those meetings, the Co-Chairmen requested that William Blair and BDT each evaluate, based on publicly available information, the viability of a sale of Molex, provide a range of price and financial terms that might be achievable, and propose a process for pursuing such a transaction, if Molex's Board of Directors decided on that course of action.

        On May 8, 2013, the Co-Chairmen met separately with William Blair and BDT. At those meetings, each of William Blair and BDT discussed their preliminary views regarding strategic alternatives, market conditions and possible transaction scenarios, including the financial aspects of a potential sale transaction. The Co-Chairmen then asked William Blair and BDT to discuss these matters with each other and prepare a joint meeting with the Co-Chairmen regarding a potential sale process for Molex.

        On May 15, 2013, representatives of William Blair and BDT met with the Co-Chairmen to discuss their preliminary views regarding the financial aspects of a potential sale based only upon publicly available information. They also discussed a potential process to follow if Molex's Board of Directors determined that it would be advisable to pursue a potential sale.

        During the last week of May 2013, the Co-Chairmen contacted each member of Molex's Board of Directors to apprise them of the discussions with William Blair and BDT and to coordinate a special meeting of Molex's Board of Directors to consider whether to pursue a potential sale of Molex.

        On June 3, 2013, Molex's Board of Directors held a special meeting to discuss the possibility of pursuing a potential sale of Molex. The Board of Directors was briefed on the provisions in Molex's certificate of incorporation that require the holders of Molex's Common Stock, Class A Common Stock and Class B Common Stock to receive identical consideration per share in any merger transaction. A representative of Dentons US LLP ("Dentons") advised the Board of Directors regarding its fiduciary duties in connection with the consideration of a potential sale and the retention of advisors. Representatives of William Blair and BDT reviewed market conditions and their preliminary view (based upon certain additional information made available to William Blair and BDT as well as publicly available information) regarding the financial aspects of a potential sale transaction, which could result in a substantial premium to current market prices. William Blair and BDT advised that the financing and investment return requirements of financial buyers would likely make it difficult for them to pay a purchase price above what strategic buyers could likely achieve. William Blair and BDT indicated that financial buyers would likely need to combine resources to acquire Molex, and also would need to contact multiple lenders and debt investors in the process of preparing a proposal and that such discussions could raise confidentiality concerns. The Board of Directors and William Blair and BDT discussed the risks of approaching Molex's principal direct competitors, including the risks posed by disclosure to a competitor of sensitive information if no transaction with that competitor was consummated and the risks to the confidentiality of the sale process. William Blair and BDT also noted potential regulatory and financing considerations of certain competitor strategic buyers and the view that principal direct competitors would need less time to consider a potential transaction with Molex given their familiarity with the industry, if the Board of Directors subsequently determined to approach principal direct competitors in the sale process. William Blair and BDT described a process to pursue a potential sale, focusing on the goal of generating meaningful indications of interest with respect to a potential transaction while protecting the confidentiality of the process and protecting Molex and its stockholders in the event the process did not result in a successful transaction. The Board of Directors

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concluded that it was in the best interest of the Company and its stockholders to have William Blair and BDT make initial approaches to targeted strategic buyers for which Molex was an appropriate strategic and financial fit and then to report back to Molex's Board of Directors on their discussions and receive direction on whether to approach financial buyers and/or principal direct competitors. The Board of Directors authorized the engagement of William Blair and BDT to act as financial advisors in connection with the exploration of a potential sale of Molex and authorized William Blair and BDT to begin a confidential process to initially approach certain potential strategic bidders. Molex's Board of Directors also determined that if the Board decided to pursue a transaction, it would engage a third financial advisor to provide financial advisory services in connection with such a transaction to undertake a study to enable such financial advisor to render an opinion as to the fairness, from a financial point of view, to the holders of common shares, of the financial consideration to the paid in connection with such a transaction, because Mr. Jannotta, the Chairman of William Blair, serves as a director of Molex, and because BDT had an institutional practice not to render fairness opinions. The Company formally engaged William Blair and BDT as of June 5, 2013.

        Following their engagement, representatives of William Blair and BDT met with Molex management, refined a list of potential parties to contact initially and prepared materials for use in the process. In identifying potential interested parties, consideration was given to potential acquirers' strategic interest and financial ability to consummate a potential transaction, as well as the confidentiality and other considerations noted above.

        Between June 17, 2013 and July 19, 2013, William Blair and BDT contacted 17 potential strategic bidders. Fifteen of these potential strategic bidders contacted by William Blair and BDT indicated that they were not interested in exploring a transaction with Molex. None of these 15 potential bidders entered into a confidentiality or standstill agreement with Molex. One of those potential strategic bidders (Party A) executed a confidentiality agreement with Molex on June 28, 2013, which did not contain a standstill provision. Party A received certain confidential information regarding Molex. On July 3, 2013, Party A indicated to representatives of William Blair and BDT that it was no longer interested in pursuing a transaction with Molex, noting that Party A's reasons included a preference for systems and solutions rather than components businesses and Molex's profit margin profile relative to internal targets of Party A. On July 8, 2013, William Blair and BDT provided an interim report to the Co-Chairmen and Mr. Slark, concerning their activities to date.

        On July 15, 2013, representatives of BDT first discussed a potential investment in Molex with representatives of Parent. During those discussions, representatives of Parent expressed interest in learning more about Molex. Later that day, Molex furnished Parent with a confidentiality agreement that included a customary standstill provision, but Parent's representatives advised that Parent would only accept a limited standstill at that time. Later that day, Molex and an affiliate of Parent entered into a confidentiality agreement with a limited standstill provision. The purpose of the initial confidentiality agreement was to facilitate the exchange of limited Molex confidential information and to permit an introductory meeting between members of Molex's management and representatives of Parent. Molex advised Parent that if Parent was interested in pursuing further discussions about a potential transaction after the meeting, Molex would require Parent to enter into a confidentiality agreement with a customary, more comprehensive standstill provision.

        On July 23, 2013, Molex and members of Molex's management met with representatives of Parent and BDT at Parent's offices in Wichita, Kansas to further discuss Molex's business.

        On July 25, 2013, an affiliate of Parent agreed to a revised confidentiality agreement that contained a customary standstill provision which by its terms superseded the July 15, 2013 confidentiality agreement and was made retroactive to that date.

        During the last week of July 2013, Molex provided Parent with access to additional confidential information about the Company, including Molex's financial forecast, which is described in greater detail in the section entitled "The Mergers—Financial Information Forecasts," and Parent engaged in a

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further due diligence review of Molex, including visiting certain Molex manufacturing facilities, reviewing legal matters and conducting meetings with Molex's senior management regarding business operations and financial matters.

        Parent's due diligence continued into August, including a meeting on August 5, 2013 in Chicago, Illinois, attended by representatives of Parent and Molex, regarding legal and compliance matters and an all-day meeting on August 6, 2013 in Naperville, Illinois, attended by representatives of Parent, Molex's senior management, William Blair and BDT, focusing on Molex's operations, financial performance and outlook.

        On August 8, 2013, representatives of Parent contacted representatives of BDT to express interest in continuing to evaluate a potential acquisition of Molex. Parent's representatives advised that Parent's due diligence review was continuing and that Parent wanted to continue to assess the quality of Molex's operations. Parent indicated that, because Molex would be a new platform for growth in an industry in which Parent did not have prior experience, and recognizing the perceived quality of the Company's management team, Parent expected to operate Molex as a standalone business and to retain Molex's current senior management team and other personnel if a transaction ultimately was achieved. Parent also acknowledged that the Co-Chairmen were expected to retire upon completion of any potential transaction. Parent advised that its willingness to continue pursuing a potential transaction with Molex was conditioned upon Molex not engaging in discussions with other potential bidders. Parent indicated a possible valuation range of $37.50 to $39.00 per share in cash. Parent also indicated that its proposal would not include a financing condition and that it would be prepared to work toward signing a definitive agreement during the first week of September 2013.

        On the morning of August 9, 2013, representatives of Parent contacted representatives of BDT to advise that after further analysis Parent had revised its estimated valuation range to $37.50 to $38.50. BDT representatives informed Parent that Molex's Board of Directors would likely be more willing to authorize Molex to continue discussions regarding a potential sale to Parent if Parent raised the lower end of its preliminary indication of value to $38.00. In response, Parent revised its preliminary indication of value to a range of $38.00 to $38.50.

        Later on August 9, 2013, Molex's Board of Directors held a regularly scheduled meeting. Representatives of William Blair and BDT reviewed the status of the potential sale process and reported on discussions that had taken place with Parent, including Parent's condition that Molex negotiate exclusively with Parent. The Board of Directors determined to authorize William Blair and BDT to continue discussions solely with Parent at that time and not to expand the list of potential bidders after consideration of a variety of factors including Parent's unwillingness to pursue a potential transaction if Molex were to approach other parties, the significant uncertainty as to whether other potential bidders would be interested in pursuing a potential acquisition of Molex at all or on terms that would be superior to those proposed by Parent, the risks to Molex posed by disclosure of sensitive information to Molex's direct competitors if no transaction was consummated and the potential for delay for other potential bidders associated with regulatory and financing issues that might arise in a transaction with a direct competitor or financial sponsor. It was also noted that a potential bidder would be able to submit a proposal under customary "fiduciary out" provisions that would be expected to be negotiated in a definitive merger agreement. During the course of this presentation, representatives of BDT confirmed to Molex's Board of Directors that BDT has various business relationships with Parent, and that Parent is an investor in funds managed by an affiliate of BDT and has co-invested directly in certain of such funds' portfolio companies. BDT noted that as a result of these relationships, BDT understood Parent and its strategic interests and imperatives, financial and operational strengths and deal completion capabilities. A representative of Dentons advised the Board of Directors regarding its fiduciary responsibilities in responding to Parent's preliminary expression of interest. The Board of Directors discussed terms of a draft merger agreement to be provided to Parent, including the restrictions on solicitation of competing proposals, the "fiduciary out" provisions and

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market data on customary termination fees. After discussion, Molex's Board of Directors also determined that the additional financial advisor would be retained.

        Following the Molex Board of Directors meeting, representatives of William Blair and BDT contacted representatives of Parent to advise them that the Board of Directors had authorized them to continue discussing a potential sale to Parent. Parent's representatives outlined additional due diligence requirements, and Parent continued its due diligence review.

        On August 12, 2013, Molex began providing additional confidential information to Parent's representatives. Continuing through August and the first week of September, Parent and its advisors continued their due diligence and review of Molex's operations, which included site visits to additional Molex manufacturing facilities.

        On August 15, 2013 a member of Molex's Board of Directors and its general counsel contacted Goldman, Sachs & Co. ("Goldman Sachs") to explore the possibility of engaging Goldman Sachs as the additional financial advisor. After considering several firms, Goldman Sachs was contacted because of its reputation, credentials, experience and Molex's understanding that Goldman Sachs did not have any conflicts of interest that would prevent Goldman Sachs from acting as financial advisor to Molex in connection with the contemplated transaction.

        On August 17, 2013, Molex sent to Parent and its counsel, Latham & Watkins LLP ("Latham & Watkins"), a draft merger agreement.

        On August 19 and 20, 2013, representatives of Parent attended presentations in Naperville, Illinois held by representatives of Molex, William Blair and BDT, which further focused on Molex's operations, financial performance and outlook.

        On August 20, 2013, Molex's Board of Directors held a special meeting at which representatives of William Blair and BDT provided updates on the process and discussions with Parent and recommendations as to how to proceed. Representatives of Goldman Sachs made a presentation to the Board of Directors regarding, among other things, Goldman Sachs' experience as a financial advisor, including rendering fairness opinions. The representatives of Goldman Sachs also reviewed certain relationships between the Investment Banking Division of Goldman Sachs and Parent and its affiliates. A representative of Dentons advised the Board of Directors regarding its fiduciary duties. The Board of Directors authorized the engagement of Goldman Sachs to provide financial advisory services in connection with a potential transaction, including to undertake a study to enable such financial advisor to render an opinion as to the fairness from a financial point of view, to the holders of common shares, of the financial consideration to be paid in connection with such a transaction. The engagement was formalized on August 23, 2013. The Board of Directors also authorized continuing discussions with Parent. Molex's Board of Directors also approved Molex continuing exclusive negotiations with Parent through September 9, 2013 regarding the proposed transaction.

        On August 27, 2013, a representative of Parent sent Molex a letter stating that Parent anticipated completing its due diligence process by September 6, 2013, confirming Parent's consideration of a transaction in the valuation range of $38.00 to $38.50 per share and seeking confirmation that Molex would continue to work with Parent regarding a potential transaction on an exclusive basis until September 9, 2013.

        Also on August 27, 2013, a representative of Molex's Board of Directors sent a letter to Parent confirming Parent's exclusivity through September 9, 2013.

        On August 28, 2013, representatives of Parent visited Molex's headquarters in Lisle, Illinois where they met with the Co-Chairmen and Molex's CEO, as well as a BDT representative, and discussed further Molex's business.

        On August 30, 2013, Latham & Watkins sent a revised draft of the merger agreement to Dentons, which draft provided, among other things, a termination fee equal to 3.75% of Molex's equity value,

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that Parent would be obligated to use only commercially reasonable efforts to obtain required regulatory approvals and would not be obligated to divest any assets to obtain such approvals and that certain members of the Krehbiel family and all of Molex's directors and executive officers would enter into voting agreements in favor of the Merger. The revised draft merger agreement referred to a voting agreement, but did not include a draft. On September 1, 2013, a form of voting agreement was sent by Latham & Watkins to Dentons, which required, among other things, the stockholders to vote in favor of the Merger without regard to whether the Board of Directors had changed its recommendation as to the Merger.

        On September 1, 2013 and September 2, 2013, representatives of Parent, Latham & Watkins, Molex, Dentons, William Blair and BDT telephonically discussed and negotiated various issues raised in the drafts of the merger agreement and the voting agreements.

        From September 3, 2013 through September 5, 2013, representatives of Parent, Latham & Watkins, Molex, Dentons, William Blair and BDT met at Latham & Watkins' offices in Chicago, Illinois and continued to discuss and negotiate the merger agreement, with particular focus on the conditions to consummation of the Merger, the amount of the termination fee, the extent of Molex's obligations under its non-solicitation covenant, provisions regarding a change in recommendation by Molex's Board of Directors, rights to terminate the merger agreement under certain circumstances, and the scope of the representations, warranties, and interim operating covenants. The representatives also discussed and negotiated the voting agreements, with particular focus on whether the obligations of the supporting stockholders to vote in favor of the Merger would be suspended following a change in recommendation by Molex's Board of Directors. After discussion and negotiation, Parent agreed, among other things, to be obligated to generally take all necessary efforts to obtain required regulatory approvals and also agreed that the obligations of the supporting stockholders to vote in favor of the Merger would be suspended, at the stockholders' option, upon a change in the recommendation of Molex's Board of Directors in connection with a superior proposal. On September 4, 2013, members of Molex's senior management and representatives from Molex's engineering team met with members of Parent's management at Molex's headquarters in Lisle, Illinois for additional due diligence as well as a tour of Molex's technology center.

        On September 5, 2013, representatives of Parent and BDT spoke telephonically, during which representatives of Parent proposed a price of $38.25 per share and a termination fee of 3.25%. Representatives of BDT stated that in light of Molex's willingness to agree to the contractual provisions requested by Parent, Molex's Board of Directors would not agree to a price below $38.50 per share and asked Parent to reconsider. Later that day, a representative of Parent notified a representative of BDT by telephone that Parent would agree to the $38.50 per share price.

        On September 6, 2013, Molex's Board of Directors held a special meeting to consider whether to approve the sale of Molex to Parent. Representatives of William Blair and BDT made a presentation regarding the discussions since the last Board of Directors meeting and the financial aspects of the transaction. Representatives of Goldman Sachs then reviewed its financial analyses of the proposed Merger. For additional information concerning Goldman Sachs' analysis, please see pages 39-49. Goldman Sachs rendered its oral opinion, subsequently confirmed in writing, that based upon and subject to the factors and assumptions discussed with Molex's Board of Directors and set forth in the written opinion attached as Annex C, the $38.50 per share in cash to be paid to the holders (other than Parent and its affiliates) of shares of each class of Molex stock, taken in the aggregate, pursuant to the proposed merger agreement was fair from a financial point of view to such holders. The Board of Directors had an opportunity to ask questions of Goldman Sachs concerning its opinion. A representative of Dentons briefed the Board of Directors on the terms of the proposed merger agreement and the voting agreement and answered questions. It was noted that, under the "fiduciary out" provisions of the Merger Agreement, interested parties, including strategic direct competitors, would be able to submit a proposal after signing. The Board of Directors then (i) determined that it was advisable and in the best interests of Molex to enter into the Merger Agreement, (ii) determined

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that the terms of the Merger Agreement were fair to and in the best interests of Molex and its stockholders and should be approved, (iii) authorized the Merger Agreement and the other transactions contemplated thereby, including the entry by certain of Molex's stockholders into the Voting Agreements and (iv) recommended that Molex's stockholders vote in favor of the adoption and approval of the Merger Agreement and the transactions contemplated thereby, including the Merger. See the section entitled "Summary Term Sheet—Recommendation of the Board of Directors of Molex" for a description of directors who did not participate in certain of the deliberations and voting at the board meetings described in this section.

        On the morning of September 9, 2013, the parties entered into the Merger Agreement and certain members of the Krehbiel family and certain executive officers of Molex entered into the Voting Agreements. The transaction was announced via a joint press release issued that day.

Reasons for the Merger and Recommendation of the Board of Directors

        Molex's Board of Directors, at a meeting duly called, determined that the Merger is fair to, and in the best interests of, Molex and its stockholders, approved the Merger Agreement and recommended that Molex's stockholders vote "FOR" the proposal to adopt the Merger Agreement. In the course of reaching its decision to recommend that Molex's stockholders vote "FOR" the proposal to adopt the Merger Agreement, Molex's Board of Directors retained and consulted with its financial advisors, reviewed a significant amount of information and considered a number of reasons, including the following:

•

the $38.50 per share in cash to be paid as the consideration in the Merger (Molex's certificate of incorporation requires that, in the event of a merger, holders of Common Stock, Class A Common Stock, and Class B Common Stock receive identical consideration) represents a substantial premium to recent trading prices of Molex's Common Stock and Class A Common Stock:



•

of approximately 30.4% above the closing price of $29.52 per share of Molex's Common Stock and approximately 55.9% above the closing price of $24.70 per share of Molex's Class A Common Stock on September 5, 2013, the last trading day prior to the meeting of Molex's Board of Directors at which the Merger Agreement was approved on September 6, 2013 (and the increase of such premium for Molex's Common Stock as compared to the closing price of $29.34 per share of Common Stock on September 6, 2013),



•

including to the weighted average closing prices of the Common Stock and Class A Common Stock for the 90-day, 180-day, one-year and three-year periods ended September 5, 2013, of 29.2%, 32.3%, 36.9%, and 55.0%, respectively for the common stock and 53.8%, 58.1%, 64.5%, and 85.4%, respectively; for the Class A Common Stock respectively, and



•

including to the 52-week high closing price of 24.0% and 48.4% for the Common Stock and Class A Common Stock, respectively and low closing price of 54.1% and 93.1% for the Common Stock and Class A Common Stock, respectively and 3-year high closing prices of 24.0% and 48.4% for the Common Stock and Class A Common Stock, in each case, for the period ended September 5, 2013,



•

the Per Share Merger Consideration consists entirely of cash, which provides certainty of value to Molex's stockholders compared to a transaction in which stock or other securities are received as consideration, which the Board of Directors viewed as desirable;



•

the right of the Company to continue to pay regular quarterly dividends during the period after signing and prior to consummation of the Merger in the ordinary course of business consistent with past practice and in an amount not to exceed $0.24 per share, and the potential right of stockholders to receive the Payment Adjustment Amount of up to $0.24 per share;

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•

the belief of the Board of Directors that the Merger is more favorable to Molex's stockholders than any other alternative reasonably available to Molex and its stockholders, which belief was based on a number of factors, including the evaluation by the Board of Directors of Molex's business, operations, financial condition, acquisition opportunities, strategies and prospects, as well as the risks involved in achieving the goals of the strategies, and general industry, economic and market conditions, as compared to the certainty of value provided to Molex's stockholders in the Merger;



•

the likelihood that the Merger would be consummated based on, among other things, the relatively limited nature of the closing conditions included in the Merger Agreement, including the absence of any financing or due diligence-related conditions, Parent's obligation to generally take all necessary efforts to obtain required regulatory approvals, the absence of perceived substantive antitrust or competition issues resulting from the Merger, the likelihood that the Merger would be approved by requisite regulatory authorities and Parent's past practice of consummating other transactions;



•

Parent's financial strength and ability to consummate the Merger without the need for financing;



•

the strategic process undertaken by Molex's Board of Directors upon the advice of William Blair and BDT, which included contacting 17 potential purchasers and the fact that no party, other than Parent, expressed interest in continuing discussions with Molex;



•

the Merger Agreement affords Molex's Board of Directors the opportunity, subject to certain conditions and restrictions, to consider, provide diligence access to, negotiate with the bidder regarding and evaluate and change its recommendation upon the receipt of unsolicited superior proposals in the period after signing and prior to approval of the Merger Agreement by Molex's stockholders to the extent required by its fiduciary duties;



•

that the Merger Agreement allows, subject to certain conditions and restrictions, Molex's Board of Directors to change its recommendation that stockholders approve the Merger upon the occurrence of certain intervening events that were not known to the Board of Directors at or prior to the execution of the Merger Agreement to the extent required by its fiduciary duties;



•

the historical market prices of Molex's Common Stock and Class A Common Stock, including the possibility that if Molex remained a publicly-owned company, in the event of a decline in the market price of Molex's Common Stock or Class A Common Stock or the stock market in general, the price that might be received by holders of Molex's Common Stock and Class A Common Stock in the open market or in a future transaction might be less than the Per Share Merger Consideration to be paid pursuant to the Merger;



•

Goldman Sachs' review with Molex's Board of Directors of its financial analysis of the Merger and its delivery to Molex's Board of Directors of its oral opinion on September 6, 2013, which opinion was subsequently confirmed in writing that, as of the date of the written opinion and based upon and subject to the limitations and assumptions set forth in the written opinion, the $38.50 per share in cash to be paid to the holders (other than Parent and its affiliates) of shares of each class of common stock, taken in the aggregate, pursuant to the Merger Agreement was fair from a financial point of view to such holders, as more fully described below in the section entitled "Opinion of Goldman, Sachs & Co. as Financial Advisor to the Board of Directors;"



•

the financial advice of William Blair and BDT provided during the process to Molex's Board of Directors;



•

the extensive arms-length negotiations between the parties and the terms reflected in the Merger Agreement that Molex's Board of Directors thought were reasonable under the circumstances;



•

the fact that the Merger is subject to approval by the Voting Stockholders; and

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•

the fact that, under Delaware law, Molex's stockholders have appraisal rights with respect to their shares.

        In the course of its deliberations, the Board of Directors also considered a variety of risks and other countervailing factors concerning the Merger Agreement and the Merger, including the following:

•

the risks and costs to Molex if the Merger does not close, including, without limitation, the diversion of management and employee attention, employee attrition and the potential adverse effect on Molex's business relationships and customers;



•

the restrictions that the Merger Agreement imposes on Molex's ability to solicit competing bids, and the fact that Molex would be obligated to pay a termination fee of $232 million (which represents approximately 3.25% of the equity value of the Company implied by the transaction) to Parent under certain circumstances;



•

the fact that Parent may require Molex to hold the stockholder's meeting at which the Merger will be voted upon, even if Molex's Board of Directors has changed its recommendation with respect to the Merger, recognizing that such right was a condition to Parent's willingness to enter into the Merger Agreement and that Molex's Board of Directors considered such right reasonable in light of the anticipated benefits of the Merger;



•

the fact that Molex would no longer exist as an independent, publicly-traded company and Molex's stockholders would no longer participate in any of the potential future earnings or growth of Molex and would not benefit from any appreciation in value of Molex's Common Stock, Class A Common Stock and Class B Common Stock;



•

the fact that an all-cash transaction would constitute a taxable transaction for Molex's U.S. stockholders for U.S. federal income tax purposes;



•

the risk that Parent's matching rights might discourage third parties from submitting a competing acquisition proposal, but recognizing that such rights were a condition to Parent's willingness to enter into the Merger Agreement and that Molex's Board of Directors considered such rights reasonable in light of the anticipated benefits of the Merger;



•

the restrictions on the conduct of Molex's business prior to the completion of the Merger, requiring Molex to conduct its business only in the ordinary course and in a manner consistent with past practice, subject to specific limitations, which may delay or prevent Molex from undertaking business opportunities that may arise pending completion of the Merger;



•

the fact that Molex has incurred and will continue to incur significant transaction costs and expenses in connection with the proposed transaction, regardless of whether the Merger is consummated; and



•

the interests of Molex's executive officers and directors in the Merger described below under "—Interests of Certain Persons in the Merger," which may be different from or in addition to the interests of Molex's stockholders.

        The foregoing discussion of the reasons and factors considered by the Board of Directors is not intended to be exhaustive, but does set forth the principal factors considered by them. The members of the Board of Directors collectively reached the conclusion to recommend the approval of the proposal to adopt the Merger Agreement in light of the various reasons and factors described above and other reasons and factors that each member of the Board of Directors believed were appropriate. In view of the wide variety of factors considered by the Board of Directors in connection with its evaluation of the Merger and the complexity of these matters, the Board of Directors did not consider it practical, and did not attempt, to quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision and did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to its

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ultimate determination. Rather, the Board of Directors made its recommendation based on the totality of information presented to it and the investigation conducted by it. In considering the reasons and factors discussed above, individual directors may have given different weights to different reasons and factors.

        After evaluating these reasons and factors, Molex's Board of Directors determined that the Merger is fair to, and in the best interests of, Molex and its stockholders. Accordingly, Molex's Board of Directors approved the Merger Agreement and recommends that Molex's stockholders approve the proposal to adopt the Merger Agreement.

         The Board of Directors recommends that the stockholders of Molex vote "FOR" the proposal to adopt the Merger Agreement.

Opinion of Goldman, Sachs & Co. as Financial Advisor to the Board of Directors

        Goldman Sachs delivered its opinion to the Company's Board of Directors that, as of September 9, 2013 and based upon and subject to the factors and assumptions set forth therein, the $38.50 per share in cash to be paid to the holders (other than Parent and its affiliates) of shares of each class of common stock, taken in the aggregate, pursuant to the Merger Agreement was fair from a financial point of view to such holders.

         The full text of the written opinion of Goldman Sachs, dated September 9, 2013, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex C. Goldman Sachs provided its opinion for the information and assistance of the Company's Board of Directors in connection with its consideration of the merger. The Goldman Sachs opinion does not constitute a recommendation as to how any holder of common stock should vote with respect to the merger or any other matter.

        In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

•

the Merger Agreement;



•

annual reports to stockholders and Annual Reports on Form 10-K of the Company for the five fiscal years ended June 30, 2013;



•

certain interim reports to stockholders and Quarterly Reports on Form 10-Q of the Company;



•

certain other communications from the Company to its stockholders;



•

certain publicly available research analyst reports for the Company; and



•

certain internal financial analyses and forecasts for the Company prepared by its management, as approved for Goldman Sachs' use by the Company, which we refer to in this section as the Forecasts.

        Goldman Sachs also held discussions with members of the senior management of the Company regarding their assessment of the past and current business operations, financial condition and future prospects of the Company; reviewed the reported price and trading activity for the shares of Company common stock and Company Class A common stock; compared certain financial and stock market information for the Company with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the sensors and connectors industry and in other industries; and performed such other studies and analyses, and considered such other factors, as Goldman Sachs deemed appropriate.

        For purposes of rendering the opinion described above, Goldman Sachs, with the Company's consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, Goldman

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Sachs, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with the Company's consent that the Forecasts had been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Company. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of the Company and Goldman Sachs was not furnished with any such evaluation or appraisal. Goldman Sachs has assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Merger will be obtained without any adverse effect on the expected benefits of the Merger in any way meaningful to its analysis. Goldman Sachs has assumed that the Merger will be consummated on the terms set forth in the Merger Agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

        Goldman Sachs' opinion does not address the underlying business decision of the Company to engage in the Merger, or the relative merits of the Merger as compared to any strategic alternatives that may be available to the Company; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs' opinion addresses only the fairness from a financial point of view to the holders (other than Parent and its affiliates) of shares of each class of common stock, as of the date of the opinion, of the $38.50 per share in cash to be paid to such holders, taken in the aggregate, pursuant to the Merger Agreement. Goldman Sachs does not express any view on, and its opinion does not address, any other term or aspect of the Merger Agreement or the Merger or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger, including the allocation of the consideration payable pursuant to the Merger Agreement among the holders of shares of each class of common stock or the fairness of the Merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of the Company; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Company, or class of such persons, in connection with the Merger, whether relative to the $38.50 per share in cash to be paid to the holders (other than Parent and its affiliates) of shares of each class of common stock, taken in the aggregate, pursuant to the Merger Agreement or otherwise. Goldman Sachs does not express any opinion as to the impact of the Merger on the solvency or viability of the Company or Parent or the ability of the Company or Parent to pay their respective obligations when they come due. Goldman Sachs' opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of the opinion and Goldman Sachs assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. Goldman Sachs' opinion was approved by a fairness committee of Goldman Sachs.

        The following is a summary of the material financial analyses delivered by Goldman Sachs to the Company's Board of Directors in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs' financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before September 5, 2013, the last trading day prior to the date on which the Company's Board of Directors adopted the Merger Agreement, and is not necessarily indicative of current market conditions.

        Implied Premium Based on Historical Stock Price Performance Analysis.     Goldman Sachs reviewed the historical trading prices for shares of Molex's Common Stock and Molex's Class A Common Stock, respectively, for the three-year period ended September 5, 2013. In addition, Goldman Sachs analyzed the $38.50 per share in cash proposed to be paid to the holders of the shares of Common Stock and

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Class A Common Stock pursuant to the Merger Agreement in relation to the respective closing prices for shares of Common Stock and Class A Common Stock as of September 5, 2013, and to the respective volume weighted average closing prices of shares of Common Stock and Class A Common Stock for the 90-day period, 180-day period, one-year period and three-year period ended September 5, 2013, respectively. Goldman Sachs also analyzed the $38.50 per share in cash proposed to be paid to the holders of the shares of Common Stock and Class A Common Stock pursuant to the Merger Agreement in relation to the 52-week high closing prices, 52-week low closing prices and the three-year high closing prices for shares of Common Stock and Class A Common Stock as of September 5, 2013, respectively.

        This analysis indicated that the $38.50 per share in cash proposed to be paid to the holders of the shares of Common Stock and Class A Common Stock pursuant to the Merger Agreement represented:

•

a premium of 30.4% to the closing price of $29.52 per share of Common Stock as of September 5, 2013 and a premium of 55.9% to the closing price of $24.70 per share of Class A Common Stock as of September 5, 2013;



•

a premium of 29.2% to the volume weighted average price of $29.79 per share of Common Stock for the 90-day period ended on September 5, 2013 and a premium of 53.8% to the volume weighted average price of $25.04 per share of Class A Common Stock for the 90-day period ended on September 5, 2013;



•

a premium of 32.3% to the volume weighted average price of $29.09 per share of Common Stock for the 180-day period ended on September 5, 2013 and a premium of 58.1% to the volume weighted average price of $24.36 per share of Class A Common Stock for the 180-day period ended on September 5, 2013;



•

a premium of 36.9% to the volume weighted average price of $28.11 per share of Common Stock for the one-year period ended on September 5, 2013 and a premium of 64.5% to the volume weighted average price of $23.41 per share of Class A Common Stock for the one-year period ended on September 5, 2013;



•

a premium of 55.0% to the volume weighted average price of $24.84 per share of Common Stock for the three-year period ended on September 5, 2013 and a premium of 85.4% to the volume weighted average price of $20.77 per share of Class A Common Stock for the three-year period ended on September 5, 2013;



•

a premium of 24.0% to the 52-week high price of $31.06 per share of Common Stock for the 52-week period ended on September 5, 2013 and a premium of 48.4% to the 52-week high price of $25.94 per share of Class A Common Stock for the 52-week period ended on September 5, 2013;



•

a premium of 54.1% to the 52-week low price of $24.99 per share of Common Stock for the 52-week period ended on September 5, 2013 and a premium of 93.1% to the 52-week low price of $19.94 per share of Class A Common Stock for the 52-week period ended on September 5, 2013; and



•

a premium of 24.0% to the three-year high price of $31.06 per share of Common Stock for the three-year period ended on September 5, 2013 and a premium of 48.4% to the three-year high price of $25.94 per share of Class A Common Stock for the three-year period ended on September 5, 2013.

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        Public Market Multiples.     Goldman Sachs reviewed and compared certain financial information, ratios and multiples for the Company to corresponding financial information, ratios and multiples for the following publicly traded companies in the sensors and connectors industry:

        U.S.-based connectors companies:

•

Amphenol Corporation



•

TE Connectivity Ltd.

        Other electrical components companies:

•

Belden Inc.



•

Hirose Electric Co., Ltd.



•

Hubbell Incorporated



•

Methode Electronics Inc.

        Although none of the selected companies is directly comparable to the Company, the companies included were chosen because they are publicly traded companies with operations that for purposes of analysis may be considered similar to certain operations of the Company.

        Goldman Sachs calculated and compared various financial multiples and ratios based on information it obtained from estimates from the Institutional Brokers' Estimate System, which we refer to in this section as IBES, the Forecasts and Wall Street research reports and market information as of September 5, 2013 (with all estimates calendarized to December). With respect to each of the selected companies, Goldman Sachs calculated the applicable company's enterprise value, which is the market capitalization of the applicable company (based on the closing price of shares of the applicable company's common stock as of September 5, 2013 and the number of shares of common stock outstanding of the applicable company on a fully diluted basis) plus the book value of debt less cash and cash equivalents and less investments in associated companies, as a multiple of estimated earnings before interest, taxes, depreciation and amortization (adjusted for certain non-recurring charges) (which we refer to in this section as Estimated EBITDA), for calendar years 2013 and 2014, respectively, and compared those to the enterprise value of the Company as of September 5, 2013 as a multiple of Estimated EBITDA of the Company for the same time periods, respectively. The results of these analyses are summarized as follows:

        Goldman Sachs also calculated each selected company's estimated price-to-earnings ratio, calculated as the closing price of shares of the applicable company's common stock as of September 5, 2013 divided by its estimated earnings per share for calendar year 2013, and compared those to the estimated price-to-earnings ratio for the Company for calendar year 2013. The results of these analyses are summarized as follows:

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        Goldman Sachs also calculated each selected company's estimated price-to-earnings to growth ratio, calculated as the price-to-earnings ratio as of September 5, 2013 divided by its estimated average annual growth rate for the next five years, and compared those to the estimated price-to-earning to growth ratio for the Company for calendar year 2013. The results of these analyses are summarized as follows:

        Based on its review of the foregoing calculations and applying its professional judgment:

•

Goldman Sachs applied illustrative enterprise value to Estimated EBITDA multiples ranging from 7.0x to 9.0x to the Company's Estimated EBITDA for 2013 based on the Forecasts to derive a range of illustrative enterprise values of the Company and then added to such illustrative enterprise values the amount of the Company's cash and cash equivalents of $722 million as of June 30, 2013, based on SEC filings, and stake in Hi-P International Ltd. of $103 million, per its market value as of September 5, 2013, minus the amount of the Company's debt of $364 million as of June 30, 2013, based on SEC filings, to derive a range of illustrative equity values of the Company. Goldman Sachs then divided the range of illustrative equity values by the assumed number of total shares of each class of common stock outstanding on a fully diluted basis based on information provided by the Company's management to derive implied values per share of common stock ranging from $24.81 to $30.96.



•

Goldman Sachs applied illustrative estimated price-to-earnings ratios ranging from 15.0x to 20.0x to the Company's estimated earnings per share for calendar year 2013 based on the Forecasts to derive implied values per share of common stock ranging from $20.60 to $27.47.

        Implied Multiples Analysis.     Based on information obtained from IBES, the Forecasts and Wall Street research reports and market information as of September 5, 2013, Goldman Sachs performed certain analyses and calculated certain financial multiples and ratios for the Company based on the $38.50 per share in cash to be paid to the holders of shares of each class of common stock pursuant to the Merger Agreement. Goldman Sachs first calculated the implied equity value of the Company by multiplying the $38.50 per share in cash to be paid to the holders of shares of each class of common stock pursuant to the Merger Agreement by the assumed number of total shares of all classes of common stock outstanding on a fully diluted basis. Goldman Sachs then calculated the implied enterprise value of the Company by adding the implied equity value to the amount of the Company's debt of $364 million as of June 30, 2013, based on SEC filings, minus the amount of cash and cash equivalents of $722 million as of June 30, 2013, based on SEC filings, minus the stake in Hi-P International Ltd. of $103 million, per its market value as of September 5, 2013. Goldman Sachs then divided such implied enterprise value by the Company's Estimated EBITDA for calendar years 2013 and 2014, respectively (by using both the Forecasts and IBES projections). The following table presents the results of Goldman Sachs' analysis:

        Goldman Sachs also calculated the implied price-to-earnings ratios of the Company based on the $38.50 per share in cash to be paid to holders of shares of each class of common stock pursuant to the

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Merger Agreement by dividing the implied equity value of the Company (calculated as described above) by the estimated earnings of the Company for calendar year 2013 (by using both the Forecasts and IBES projections). The following table presents the results of Goldman Sachs' analysis:

        Goldman Sachs also calculated the implied price-to-earnings to growth ratios of the Company based on the $38.50 per share in cash to be paid to holders of shares of each class of common stock pursuant to the Merger Agreement by dividing the implied price-to-earnings ratio by the estimated average annual growth rate of the Company for the next five years (by using both the Forecasts and IBES projections). The following table presents the results of Goldman Sachs' analysis:

        Illustrative Discounted Cash Flow Analysis.     Goldman Sachs performed an illustrative discounted cash flow analysis for the Company based on the Forecasts to determine a range of per share equity values for the Company. Goldman Sachs conducted its discounted cash flow analysis using estimated unlevered free cash flows (calculated as after-tax earnings before interest plus depreciation and amortization less increases in working capital or plus any decrease in working capital, less capital expenditures) for the Company for the fiscal years ending 2014 through 2018. The unlevered free cash flows were discounted to September 5, 2013 by assuming mid-year convention and using discount rates ranging from 10.0% to 12.0%, reflecting estimates of the Company's weighted average cost of capital. Goldman Sachs then calculated an illustrative range of terminal values as of December 31, 2018 for the Company using the terminal EBITDA multiple method.

        First Goldman Sachs calculated illustrative terminal values for the Company in the fiscal year 2018 by applying enterprise value to EBITDA multiples ranging from 6.5x to 7.5x (which at assumed discount rates of 10.0% to 12.0% implied a range of perpetuity growth rates of 2.7%-5.5%) to the estimated EBITDA for the fiscal year 2018 per the Forecasts. Goldman Sachs then discounted these illustrative terminal values to September 5, 2013 using the range of the same discount rates as described above. Goldman Sachs then aggregated the present values of the illustrative terminal values with the present values of the estimated unlevered free cash flows for each of the fiscal years ending 2014 through 2018 and added the amount of the Company's net cash of $356 million as of June 30, 2013, based on SEC filings, and stake in Hi-P International Ltd. of $103 million, per its market value as of September 5, 2013, to calculate the present values of illustrative equity values of the Company as of September 5, 2013. Goldman Sachs then divided such present values of illustrative equity values by the number of shares of each class of common stock on a fully diluted basis to calculate the illustrative per-share equity values. This analysis resulted in a range of illustrative value indications of $32.88 to $38.85 per share of common stock.

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        Summary of Selected Precedent Transactions.     Goldman Sachs reviewed certain information relating to the following selected transactions in the sensors and connectors industry.

        While none of the companies that participated in the selected transactions are directly comparable to the Company, the companies that participated in the selected transactions are companies with operations that, for the purposes of analysis, may be considered similar to certain of the Company's results, market size, industry and product profile.

        For each of the above selected transactions, Goldman Sachs calculated and compared, based on information it obtained from SEC filings, Capital IQ, press releases and Wall Street research (i) the implied enterprise value of the target company based on the announced transaction price, as a multiple of the target company's EBITDA for the last twelve-month period prior to the announcement of the transaction, or the "LTM EBITDA", and (ii) the implied enterprise value of the target company based on the announced transaction price, as a multiple of the target company's sales for the last twelve-month period prior to the announcement of the transaction, or the "LTM Sales." The following table presents the results of this analysis:

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        Based on its review of the foregoing calculations and applying its professional judgment:

•

Goldman Sachs applied illustrative enterprise value to LTM EBITDA multiples ranging from 8.0x to 11.0x to the Company's LTM EBITDA as of June 30, 2013 based on SEC filings to derive a range of illustrative enterprise values of the Company and then added to such illustrative enterprise values the amount of the Company's cash and cash equivalents of $722 million as of June 30, 2013, based on SEC filings, and stake in Hi-P International Ltd. of $103 million, per its market value as of September 5, 2013, minus the amount of the Company's debt of $364 million as of June 30, 2013, based on SEC filings, to derive a range of illustrative equity values of the Company. Goldman Sachs then divided the range of illustrative equity values by the assumed number of total shares of all classes of common stock outstanding on a fully diluted basis based on information provided by the Company's management to derive illustrative implied values per share of common stock ranging from $29.05 to $38.70.

        Illustrative Present Value of Future Share Price Analysis.     Goldman Sachs performed illustrative analyses of the implied present value of the future price per share of common stock, which is designed to provide an indication of the present value of a theoretical future value of a company's equity as (i) a function of such company's estimated one-year forward EBITDA estimates and its assumed enterprise values to one-year forward EBITDA multiples and (ii) a function of such company's estimated one-year forward earnings and its assumed price to one-year forward earnings per share multiples. For this analysis, Goldman Sachs used certain financial information from the Forecasts for each of the fiscal years ending in 2014 to 2018.

        In calculating the implied present value of the future price per share of common stock as a function of the Company's estimated one-year forward EBITDA estimates and its assumed enterprise values to one-year forward EBITDA multiples, Goldman Sachs first calculated the implied future enterprise value of the Company for each of the fiscal years ending in 2014 to 2017 by multiplying the respective one-year forward EBITDA estimates per the Forecasts for the fiscal years ending in 2015 to 2018 by one-year forward enterprise value to EBITDA multiples ranging from 6.0x to 8.0x. Goldman Sachs then added the amount of net cash per the Forecasts for each of the respective fiscal years ending 2014 to 2017, and the stake in Hi-P International Ltd. of $103 million, per its market value as of September 5, 2013, to the implied future enterprise values in order to calculate the implied future equity values for fiscal years 2014 to 2017, respectively. Goldman Sachs then divided these implied future equity values by the respective projected fiscal year-end diluted shares outstanding based on information provided by the Company's management to calculate implied future equity values per share for fiscal years 2014 to 2017, respectively. Goldman Sachs then discounted these implied future equity values per share back to September 5, 2013 by using discount rates ranging from 12.0% to 14.0% derived by application of the Capital Asset Pricing Model, which takes into account certain company-specific metrics, including the Company's target capital structure and historical beta, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present values of $27.59 to $35.85 per share of common stock.

        In calculating the implied present value of the future price per share of common stock as a function of the Company's estimated one-year forward earnings and its assumed price to one-year forward earnings per share multiples, Goldman Sachs first applied one-year forward earnings per share multiples of 14.0x to 18.0x to earnings per share estimates for each of the fiscal years 2015 to 2018, and then, in each case, discounted those values back to September 5, 2013 by using discount rates ranging from 12.0% to 14.0% derived by application of the Capital Asset Pricing Model, which takes into account certain company-specific metrics, including the Company's target capital structure and historical beta, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present values of $27.77 to $36.09 per share of common stock.

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        Public Deal Premia Review.     Goldman Sachs reviewed the implied premia paid in all transactions involving U.S. public companies having transaction enterprise values between $3 billion and $10 billion since 2003. For each of the transactions, Goldman Sachs compared, based on information it obtained from Thomson SDC, the implied premium paid in such transaction represented by the per share acquisition price as compared to the acquired company's closing share price one trading day prior to announcement, one week prior to the announcement and four weeks prior to the announcement each for transactions categorized as "Strategic", "Friendly", "Cash Transactions" and "Technology." The following tables present the results of this review:

        Goldman Sachs also calculated, using publicly available information, the implied premia per share of Company common stock and Company Class A common stock based on the $38.50 per share in cash to be paid to holders of shares of Company common stock and Company Class A common stock, relative to the market closing prices of the Company common stock and Company Class A common stock one day, one week and four weeks prior to the announcement of the transaction. The following table presents the results of this analysis:

        Leveraged Buyout Analysis.     Goldman Sachs performed an illustrative leveraged buyout analysis to determine the range of illustrative annual internal rate of equity returns a hypothetical financial buyer of the Company might realize. For purposes of this analysis, Goldman Sachs assumed a target exit date of June 2017, a purchase price of $38.50 per share of all classes of common stock, a range of illustrative leverage levels at entry of 4.5x to 5.5x fiscal year 2013 EBITDA and an exit one-year

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forward enterprise value/EBITDA multiple ranging from 6.0x to 8.0x. For purposes of this analysis, Goldman Sachs also assumed a hypothetical bank loan of $2.15 billion at an interest rate of LIBOR plus 3.50% per annum, hypothetical notes issued in the amount of $915 million at an interest rate of 7.75% and estimated transaction expenses of $92 million. This analysis resulted in illustrative annual internal rate of equity returns to a hypothetical financial buyer of the Company ranging from 2.8% to 14.4%.

        Goldman Sachs also performed an illustrative leveraged buyout analysis to determine the range of illustrative prices per share of all classes of common stock a hypothetical financial buyer would be willing to pay to acquire the Company. For purposes of this analysis, Goldman Sachs assumed a target exit date of December 2016, annual internal rate of equity returns ranging from 20.0% to 25.0% to be realized upon exit, an illustrative leverage level at entry of 5.0x fiscal year 2013 EBITDA and an exit one-year forward enterprise value/EBITDA multiple ranging from 6.0x to 8.0x. For purposes of this analysis, Goldman Sachs also assumed a hypothetical bank loan of $2.15 billion at an interest rate of LIBOR plus 3.50% per annum, hypothetical notes issued in the amount of $915 million at an interest rate of 7.75% and estimated transaction expenses of $92 million. This analysis resulted in illustrative prices that a hypothetical financial buyer would be willing to pay ranging from $27.49 to $34.56 per share.

        The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs' opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to the Company or the contemplated transaction.

        Goldman Sachs prepared these analyses for purposes of Goldman Sachs' providing its opinion to the Company's Board of Directors as to the fairness from a financial point of view of the $38.50 per share in cash to be paid to holders (other than Parent and its affiliates) of shares of each class of common stock, taken in the aggregate, pursuant to the Merger Agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of the Company, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

        The consideration to be paid pursuant to the Merger Agreement was determined through arm's-length negotiations between the Company and Parent and was approved by the Company's Board of Directors. Goldman Sachs acted as financial advisor to the Company in connection with the Merger. Goldman Sachs did not, however, recommend any specific amount of consideration to the Company, the Company's Board of Directors or that any specific amount of consideration constituted the only appropriate consideration for the Merger.

        As described above, Goldman Sachs' opinion to the Company's Board of Directors was one of many factors taken into consideration by the Company's Board of Directors in making its determination to approve the Merger Agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex C.

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        Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities in which they invest or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, Parent or any of their respective affiliates and third parties, or any currency or commodity that may be involved in the Merger for the accounts of Goldman Sachs and its affiliates and employees and their customers. Goldman Sachs acted as financial advisor to the Company in connection with the Merger. Goldman Sachs has provided certain investment banking services to Parent and its affiliates from time to time for which the Investment Banking Division of Goldman Sachs has received, and may receive, compensation, including having acted as a participant in Parent's commercial paper program since 2011. Goldman Sachs has advised Molex that, during the two-year period ended September 9, 2013, the Investment Banking Division of Goldman Sachs has received compensation for financial advisory and underwriting services provided to Parent and its affilates of approximately $8,000. Goldman Sachs may also in the future provide investment banking services to the Company, Parent and their respective affiliates for which the Investment Banking Division of Goldman Sachs may receive compensation.

        The Company's board of directors selected Goldman Sachs as their financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Merger. Pursuant to a letter agreement, dated August 23, 2013 the Company engaged Goldman Sachs to act as financial advisor to the Company in connection with the merger. Pursuant to the terms of the engagement letter between the Company and Goldman Sachs, the Company paid Goldman Sachs a fee of $2.5 million, in cash, following the delivery of the financial analysis of Goldman Sachs contemplated by its opinion. In addition, the Company has agreed to reimburse Goldman Sachs for its expenses, including attorneys' fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.