Result of Meeting

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE WITHIN THIS ANNOUNCEMENT.

Ultra Electronics Holdings plc ("Ultra")

Result of General Meeting

The Board of Ultra is pleased to announce that at the General Meeting of Ultra held earlier today, the Resolution put to Ultra Shareholders to approve the proposed Acquisition of Sparton Corporation ("Sparton") was passed with the requisite majority on a show of hands.

Full details of the Resolution passed, together with the explanatory notes, are set out in Ultra's circular to shareholders dated 10 August 2017 (the "Circular"), including the Notice of General Meeting, which is available on Ultra's website, www.ultra-electronics.com/investors. The Resolution was proposed as an ordinary resolution. Capitalised terms used but not defined in this announcement have the meaning given in the Circular.

The table below shows the proxy votes received for and against the Resolution.

Issued share capital at the date of the General Meeting: 77,716,072 ordinary shares

Number of votes per share: 1 vote per share

Resolution

To approve the proposed acquisition by Ultra of all the outstanding shares of common stock of Sparton Corporation, as more particularly described in the Notice of General Meeting.

* A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "For" or "Against" a resolution.

A copy of the Resolution will be submitted to the National Storage Mechanism in accordance with rule 9.6.2 of the UK Listing Rules and will be available for inspection at http://www.morningstar.co.uk/uk/NSM.

Completion of the Acquisition remains subject to satisfaction of the outstanding conditions to Completion, summarised in the Circular.

For further information contact:

About Ultra

Ultra Electronics is an internationally successful defence, security, transport and energy company with a long track record of development and growth. Ultra and Ultra's subsidiaries and subsidiary undertakings (the "Ultra Group") manage a portfolio of specialist capabilities generating innovative solutions to customer needs. Ultra applies electronic and software technologies in demanding and critical environments ranging from military applications, through safety-critical devices in aircraft, to nuclear controls and sensor measurement. These capabilities have seen the Ultra Group's highly-differentiated products contributing to a large number of platforms and programmes.

Ultra has world-leading positions in many of its specialist capabilities and, as an independent, non-threatening partner, is able to support all of the main prime contractors in its sectors. As a result of such positioning, Ultra's systems, equipment or services are often mission or safety-critical to the successful operation of the platform to which they contribute. In turn, this mission-criticality secures Ultra's positions for the long-term which underpins the superior financial performance of the Ultra Group.

Ultra offers support to its customers through the design, delivery and support phases of a programme. Ultra businesses have a high degree of operational autonomy where the local management teams are empowered to devise and implement competitive strategies that reflect their expertise in their specific niches. The Ultra Group has a small head office and executive team that provide to the individual businesses the same agile, responsive support that they provide to customers, as well as formulating Ultra's overarching, corporate strategy.

Across the Ultra Group's three divisions, Ultra operates in the following eight market segments:

IMPORTANT NOTICES

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer or invitation to purchase, subscribe for or otherwise acquire or dispose of, or any solicitation to purchase or subscribe for or otherwise acquire or dispose of, any securities in any jurisdiction. Persons needing advice should consult an independent financial adviser. The information contained in this announcement is not for release, publication or distribution to persons in any jurisdiction where to do so might constitute a violation of local securities laws or regulations.

This announcement has been issued by and is the sole responsibility of Ultra. The information contained in this announcement is for background purposes only and does not purport to be full or complete. The information in this announcement is subject to change without notice.

Investec Bank plc ("Investec") and RBC Europe Limited ("RBC") are authorised by the Prudential Regulatory Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority and are acting exclusively for Ultra and no one else in connection with the Acquisition, the content of this announcement or the Circular and other matters described in this announcement or the Circular. Investec and RBC will not regard any other person as its client in relation to the Acquisition, the content of this announcement or the Circular and other matters described in this announcement or the Circular and will not be responsible to anyone other than Ultra for providing the protections afforded to its clients or for providing advice to any other person in relation to the Acquisition, the content of this announcement or the Circular or any other matters referred to in this announcement or the Circular.

Guggenheim Securities, LLC ("Guggenheim Securities"), a broker dealer registered with the United States Securities and Exchange Commission and a member of the U.S. Financial Industry Regulatory Authority, has been engaged by Ultra as its financial advisor in connection with the Acquisition. Guggenheim Securities is acting exclusively for Ultra and no one else in connection with the Acquisition or any other matter described in this announcement or the Circular. Guggenheim Securities will not regard any person other than Ultra as its client in relation to the Acquisition or any other matter described in this announcement or the Circular and will not be responsible for providing advice or any of the protections afforded to its clients to any person other than Ultra in relation to the Acquisition or any other matter described in this announcement or the Circular.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Investec or by any of its respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Neither the content of Ultra's website (or any other website) nor the content of any website accessible from hyperlinks on Ultra's website (or any other website) is incorporated into or forms part of this announcement.