Result of AGM

RESOLUTION

FOR/ DISCRETIONARY

AGAINST

WITHHELD

1

Adoption of the 2012 Annual Report & Accounts

58,503,764

791,062

40,147

2

Declaration of the final dividend of 27.8p

59,334,230

150

647

3

Adoption of the Remuneration Report

58,840,218

141,886

352,923

4

Re -election of Mr. D. Caster

56,749,990

2,232,380

352,657

5

Re-election of Mr. C. Bailey

57,549,369

1,592,360

193,298

6

Re-election of Sir Robert Walmsley

57,772,367

1,559,802

2,858

7

Election of Mr. M. Broadhurst

59,245,454

84,364

5,209

8

Re-election of Mr. M. Anderson

57,776,661

1,557,829

537

9

Re-election of Mr. R. Sharma

57,771,634

1,562,856

537

10

Re-appointment of Deloitte LLP as auditors

58,355,957

626,310

352,760

11

Authority to the Directors to determine the remuneration of the auditors

58,759,607

574,114

1,306

12

Amendment of the rules of the Ultra Electronics Long Term Incentive Plan 2007

58,734,189

596,710

4,128

13

To increase the limit on Directors' fees

58,746,173

585,234

3,620

14

Authority to the Directors to allot shares

59,218,036

114,904

2,087

15

To disapply pre-emption rights

59,312,460

18,188

4,379

16

Authority to purchase shares up to 5% of the issued share capital

59,299,316

34,561

1,150

17

To permit General Meetings, other than AGM's, to be held on 14 days notice

55,445,142

3,888,684

1,201