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Corporate GovernanceUpdate2016 Proxy Season

2We are a diversified global manufacturer delivering innovative equipmentand components, specialty systems and support servicesNearly$7 billion in annual revenue4major operating segments29operating companies26,000+employeesFORTUNE 500 Company60yearsof entrepreneurial successDover Corporation OverviewBusiness SegmentsEnergyEngineered SystemsFluidsRefrigeration &Food EquipmentCompany OverviewDover operates across four major segmentsorganized around our key end marketsThis structure allows us to focus on executinggrowth strategies and provides opportunities toleverage scale and capitalize on productivityinitiatives

3Audit and Corporate Governance, including  former advisors to leading companies and theirboards on corporate governance matters, audit and financial reportingExecutive Leadership Experience, includingformer CEOs and CFOs of global public companiesStrategic M&A, including internationalacquisitions, post-merger integration, and portfoliorestructuringGlobal Operations and Management, includingcross-border transactions, global market entry andexpansion, and implementation of operationalefficiencyStrategy Development & Execution, includingcapital allocation and strategic planningDeep and Diverse Industry Knowledge,including diversified manufacturing in many of themarkets and product areas relevant to Dover’sbusinessesAll directorsother than theCEO areindependentIndependent Chairman& Directors91%CEO9%Our independent directors, led by our Independent Chair, have a diversityof experience that enables them to effectively carry out their oversight roleon behalf of all our shareholdersChairman of our Board is an independentdirector, because we believe that having aChairman independent of management providesstrong leadership for the Board and helps ensurecritical and independent thinking with respect toour strategy and performanceStrong Independent Board Leadership and Diverse ExpertiseHighly Independent BoardDirectors Have Relevant Expertise for DoverEffective Independent Chairman

Our Board consists of directors with multi-industry and multi-geographicexperience whose diverse skills enable us to execute our strategic visionMichael JohnstonBoard Chair as of 2016 AGMFormer CEO, President, andCOO, VisteonRobert LivingstonPresident and CEO ofDoverStephen WagnerGovernance &Nominating CommitteeChairFormer Senior Advisor,Corporate Governance,Deloitte & ToucheStephen WagnerGov. & Nom. Committee ChairCenter for Corporate Governance-Senior Advisor (2009-11)-Managing Partner (2005-09)Innovation, Audit and Enterprise Risk-Deputy Managing Partner (2002-07)Assurance Practice-Managing Partner-20+ years of experienceDriving board refreshment effortLeading shareholder engagementinitiativeImplemented proxy accessExtensive background in finance &audit benefits Audit CommitteePeter FrancisFormer President/CEO, J.M.Huber Corp.;Managing Member, MukilteoInvestment MgmtKristiane GrahamPrivate investorRichard LochridgeCompensationCommittee ChairRetired President ofLochridge & Co.Bernard RethoreFormer CEO and Pres.,FlowserveMichael StubbsManaging Member,S.O.G. InvestorsStephen ToddFormer Global ViceChairman, Ernst & YoungGlobal LimitedKeith WandellFormer President andCEO, Harley-DavidsonMary WinstonAudit CommitteeChairFormer Executive VP andCFO, Family Dollar StoresHighly Qualified and Engaged BoardExperience: Deloitte & ToucheKey Board Contributions4

Board’s Responsiveness on Written ConsentIn light of support forshareholder writtenconsent proposal,Board decided toengage withshareholders tosolicit feedback onappropriateresponse, includinga potential thresholdlevelBoard could not actunilaterally toimplement writtenconsent –charteramendment toimplement writtenconsent requiresshareholderapprovalSept. 2015 –Jan. 2016Precatoryshareholder proposalrequesting that Boardallow shareholders toact by written consentreceived support from51.9% of votes cast,which constituted40.7% of outstandingsharesThe shareholderproposal did notpropose a specifiedthreshold levelto actby written consent2015 AnnualMeetingInternal BoardDeliberationsJune –Aug. 2015Conducted off-seasonengagement withshareholders owning>20% of outstandingsharesShareholders told us:—Written consent notneeded –duplicative ofexisting specialmeeting right—If implemented, shouldnot have low threshold—Comfortable with 25%threshold –matchesspecial meetingthresholdIn light of support forshareholder proposal at2015 AGM, Board acted topropose written consentcharter amendment at 2016AGMAfter deliberation, Boarddetermined it would be inbest interests of allshareholders to includethresholdIn consideration of feedbackreceived from shareholdersand review of marketstandards, Boarddetermined that 25%threshold would be mostappropriate25% threshold for writtenconsent is same thresholdused in Dover’s existingspecial meeting rightWeaskthatyouvoteFORAllDirectorsastheBoardhasbeenthoughtful in responding to shareholder feedbackShareholderEngagementBoard ResponseNov. 2015 –Feb. 2016Dover’s Board conducted a thoughtful analysis and diligent approach tounderstanding our shareholders’ views on written consentMay 2015March 2016Managementproposal toadopt writtenconsent at25%threshold onballot for 2016AGM2016 ProxyFiled5

The Board conducted a thoughtful, proactive process in response to the 2015 majority-supported shareholder proposalWe engaged with shareholders collectively owning over 20% of outstanding shares to solicit feedback on the appropriatethresholdThe 25% threshold is consistent with direct shareholder feedback and aligned with market best practicesThe shareholder proposal did not specify any threshold to utilize written consentManagement proposal is in line with our shareholders’ views.  During off-seasonengagement, shareholders supported our proposal to establish written consentat a 25% thresholdRequiring at least a quarter of shareholders to agree before written consent canbe utilized limits the risk of subjecting all Dover shareholders to numerous writtenconsent solicitations that may only be applicable to a relatively small number ofshareholders, including those with special interests—Considering concentrated shareholder base, a 25% threshold is appropriateAn ownership threshold of 20-25% is most common and in most cases conformsto the threshold required to call a special meeting¹Rationale for 25% Ownership ThresholdThe 25% ownership threshold is reasonable and                            consistent with shareholder feedbackMarket Statistics30% of S&P500 companieshave adopted written consentrights²Out of Dover’s peer group³,wewould be the first to adoptwritten consent1Sullivan & Cromwell’s “2015 Proxy Season Review”2Shark Repellent, referenced 4/12/163Dover-disclosed peer group, 2016 proxy statement (pg. 40)Board Reasoning for Structure of Responsive Written Consent Right6

7Board is Committed to Shareholder Friendly Governance PracticesSeparate Chairman and CEO rolesAll directors are independent, other than CEOMajority voting for directorsRight to call special meeting at 25%Robust succession planningAnnual Board and committee self-evaluationsComprehensive individual director evaluationsRegular executive sessions of independentdirectorsNo shareholder rights planOur Board believes in sound corporate governance practices andmaintaining an open dialogue with shareholdersGovernance Best PracticesAdopted proxy access following proactive shareholder engagement

8Dover Values Your Support at our 2016 Annual MeetingOn February 11, 2016, our Boardamended Dover’s bylaws to implement aproxyaccessrightforourshareholdersAdoption followed active consultationwith our shareholders and carefulconsideration by the Board of theappropriate bylaw terms.  Bylawprovisions reflect the emergingmarket standard:3% holding for at least 3 yearsAbility to nominate the greater of twoindividuals or 20% of the boardAggregation of up to 20 shareholdersDover believes this bylaw reflectsshareholder feedback, follows marketbest practices, and creates a robustproxy access right that is in the bestinterests of Dover and its shareholdersDover Has Implemented Proxy AccessElectionofAllDoverDirectorsRatification of IndependentAccounting FirmApproval of Executive OfficerCompensationApproval of Written Consent RightVOTE AGAINSTShareholderProposal on Proxy Access2016 Dover managementrecommendations: