Update on 2021 AGM Resolution Vote

Date: 26 October 2021

Meggitt PLC

At the Annual General Meeting of Meggitt PLC (the "Company") held on 29 April 2021 (the "AGM"),

- the resolution to approve the Directors' Remuneration Policy (the "Policy") was approved by 75.66% of votes cast; and

- the resolution to authorise the directors to allot shares up to the maximum nominal amount of £26,042,444 representing the UK Investment Association's guideline limit of approximately two thirds of the Company's share capital was approved by 77.18% of votes cast.

As these resolutions received less than 80% of votes in favour, in accordance with the Financial Reporting Council's UK Corporate Governance Code 2018 (the "Code"), we are providing an update in response to these voting outcomes.

Remuneration Policy

We recognise the importance of stakeholder engagement on remuneration, particularly in the aftermath of and recovery from the COVID-19 pandemic. Prior to the AGM we carried out an extensive consultation with our largest shareholders, representing a significant proportion of the register. As a result of the initial consultation stages we implemented changes to the proposed Policy to take account of feedback received. We were pleased that the Policy was supported by a wide range of our shareholders as a result.

Whilst we will continue to consider any feedback received as we implement the Policy, we still believe that the hybrid approach adopted by the Policy, including both performance and restricted share awards, is completely appropriate for Meggitt, allowing us to maintain alignment between our shareholders and motivating our leadership and senior management team. We will continue to assess the suitability of the hybrid approach during the Policy period.

Authority of directors to allot shares

We are aware that some institutional investors, particularly outside the UK, have specific policies against supporting allotment authorities or allotment authorities at the level sought. We also note that this level of authority continues to be supported by the majority of our shareholders and is in line with the UK Investment Association's share capital management guidelines and prevailing voting guidelines of leading corporate governance agencies applicable to UK listed companies.

In light of the proposed acquisition of the Company by Parker-Hannifin Corporation, which is to be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006, it is not yet known whether the allotment authority granted at the AGM will need to be renewed in 2022. However, should the allotment authority need to be renewed, the Company will take into consideration shareholders' views and best practice in this area.

Enquiries:

Meggitt PLC

Marina Thomas, Group Company Secretary ([email protected])

Katie Lewis, Deputy Company Secretary ([email protected])

Simon Grant, Assistant Company Secretary ([email protected])