Spectris : Notice of Annual General Meeting

Spectris plc Notice of Annual General Meeting

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about the contents of this document or the action you should take, it is recommended that you seek your own independent financial advice immediately from your stockbroker, bank manager, fund manager, solicitor, accountant or other appropriate independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

If you sell or have sold or otherwise transferred all of your shares in Spectris plc, please forward this document, together with the accompanying documents, as soon as possible to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected, for delivery to the purchaser or the transferee. If you sell or have sold or otherwise transferred only part of your holding of shares in Spectris plc, you should retain this document and the accompanying documents and consult with the bank, stockbroker or other agent through whom the sale or transfer was effected as to the action you should take. However, neither this document nor any accompanying documents should be released, published, distributed, forwarded or transmitted, in whole or in part, into or from any jurisdiction in which to do so would constitute a breach of the relevant laws of such jurisdiction.

Spectris plc Incorporated and registered in England with registered number 2025003.

Please read the whole of this document. Your attention is drawn to the letter from the Chairman of Spectris plc which is set out in Part I (Letter from the Chairman) of this document and which contains the unanimous recommendation from the Board that you vote in favour of the resolutions to be proposed at the Annual General Meeting referred to below.

Notice of the Annual General Meeting of the Company to be held at Melbourne House, 5th Floor, 44-46 Aldwych, London, WC2B 4LL at 3:00 p.m. on Friday 26 May 2023 is set out in Part II of this document.

If any changes are required to the AGM arrangements, an update will be provided on our website (www.spectris.com).

A Form of Proxy for use at the Annual General Meeting accompanies this document. To be valid, the enclosed Form of Proxy should be completed, signed and returned in accordance with the instructions printed thereon, as soon as possible and, in any event, so as to reach the Company's registrars, Equiniti, by no later than 3:00 p.m. on Wednesday 24 May 2023. All Forms of Proxy must be submitted at the address provided in the 'Investors' section ofwww.spectris.comby post or by hand.

In the case of Shareholders holding their shares through CREST, instructions for the appointment of a proxy can be delivered by using the CREST electronic proxy appointment service in accordance with the procedures set out in this document. Completion of a Form of Proxy will not preclude a member attending and voting in person at the meeting. Further instructions relating to the Form of Proxy are set out in Part II of this document.

e contents of this document have not been reviewed by any regulatory authority in the United Kingdom or any other jurisdiction. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.

is document is dated 27 March 2023.

Contents

Part I - Letter from the Chairman 1

Part II - Notice of Annual General Meeting 2

Part III - Definitions 9

Appendix I - Expected Timetable

for the Final Dividend 9

Part I - Letter from the Chairman

Dear Shareholder

Annual General Meeting

I am pleased to confirm that the annual general meeting of Spectris plc (the "Company") will be held at Melbourne

House, 5th Floor, 44-46 Aldwych, London, WC2B 4LL on

Friday 26 May 2023 at 3:00 p.m. (the "AGM" or "Annual General Meeting").

All votes at the AGM will be taken by poll. If the Company considers that any changes are necessary or appropriate, shareholders will be updated through the Company website (www.spectris.com).

Our preference has always been to welcome shareholders in person and, for this year's AGM, I am pleased to confirm that we will host a physical meeting in London. For the past two years, out of concern for the health and safety of our shareholders, directors and employees, we opted to conduct hybrid annual general meetings which enabled shareholders to follow proceedings remotely. We did consider the merits of holding a hybrid AGM again this year, but given the extremely low attendance online, we have taken the decision to hold the AGM as an in-person event, as we believe that shareholders value the face-to-face interactions that a physical meeting permits.

e purpose of this document is to explain certain elements of the business which will be considered at the AGM.

e formal notice of AGM (the "AGM Notice") is set out on pages 2 and 3 of this document and explanatory notes on the business to be considered are set out on pages 4 to 6.

Action to be taken

As a Shareholder, you are entitled to vote on various Company matters being considered at the AGM.

Questions on the business of the AGM can be asked in advance or raised at the meeting, more details on this are set out on page 8. Details for appointing a proxy are contained in the Notes for Shareholders section on pages 7 and 8.

Each Shareholder registered on the register of members of the Company at 6:30 p.m. on Wednesday 24 May 2023 is entitled to vote on all resolutions contained in the AGM

Notice (the "Resolutions").

Recommendation to Shareholders

Your Board of Directors believe that the proposals described in this document are in the best interests of the Company and its Shareholders as a whole and recommend that you vote in favour of all of the Resolutions. e Directors intend to do so in respect of their own shareholdings.

On behalf of the Board of Directors, I would like to thank you for your continued support.

Yours faithfully

Mark Williamson

Chairman

27 March 2023

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Part II - Notice of Annual General Meeting

Notice is hereby given that the 2023 Annual General Meeting of the Company will be held at Melbourne House, 5th Floor, 44-46 Aldwych, London, WC2B 4LL on Friday 26 May 2023 at 3:00 p.m. to consider and, if thought fit, pass the

Resolutions detailed below.

Resolutions 1 to 15 (inclusive) are proposed as ordinary resolutions, requiring more than half of the votes cast to be in favour for each of those Resolutions to be passed.

Resolutions 16 to 19 (inclusive) are proposed as special resolutions, requiring three-quarters of the votes cast to be in favour for each of those Resolutions to be passed.

Annual Report and Accounts

1. To receive the Annual Report and Accounts of the

Company for the financial year ended 31 December 2022 (the "Annual Report").

Directors' Remuneration Report

2. To approve the Directors' Remuneration Report set out on pages 84 to 104 of the Annual Report.

Final dividend

3. To declare a final dividend of 51.3p per Ordinary Share for the financial year ended 31 December 2022 to be paid on

30 June 2023 to those Shareholders on the register at the close of business on 19 May 2023.

Re-election of directors

• 4. To re-elect Ravi Gopinath as a Non-executive Director of the Company.

• 5. To re-elect Derek Harding as an Executive Director of the Company.

• 6. To re-elect Andrew Heath as an Executive Director of the Company.

• 7. To re-elect Alison Henwood as a Non-executive Director of the Company.

• 8. To re-elect Ulf Quellmann as a Non-executive Director of the Company.

• 9. To re-elect William (Bill) Seeger as a Non-executive

  Director of the Company.

• 10. To re-elect Cathy Turner as a Non-executive Director of the Company.

• 11. To re-elect Kjersti Wiklund as a Non-executive Director of the Company.

• 12. To re-elect Mark Williamson as a Non-executive Director of the Company.

Re-appointment and remuneration of auditor

• 13. To re-appoint Deloitte LLP as auditor of the Company to hold office from the conclusion of this meeting until the conclusion of the next annual general meeting of the Company at which accounts are laid.

• 14. To authorise the Directors, acting through the Audit and Risk Committee, to agree the remuneration of Deloitte LLP as auditor of the Company.

Directors' authority to allot shares

15. at, in substitution for all existing authorities, the

Directors be and are hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company up to a maximum aggregate nominal amount of £1,742,838 for a period expiring (unless previously revoked, varied or renewed) at the end of the Company's 2024 annual general meeting or, if sooner, 26 August 2024, save that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or rights to subscribe for or convert any security into shares to be granted after this authority expires and the Directors may allot shares or grant rights to subscribe for or convert any security into shares in pursuance of such offer or agreement as if this authority had not expired.

Disapplication of pre-emption rights

16. at, subject to the passing of Resolution 15, and in substitution for all subsisting authorities, the Directors be and are hereby authorised pursuant to sections 570 and 573 of the Act to allot equity securities (within the meaning of section 560 of the Act) for cash, pursuant to the authority conferred by Resolution 15 and/or to sell ordinary shares held by the Company as treasury shares for cash, in each case free of restriction in section 561(1) of the Act, provided that such power shall be limited:

• (i) to the allotment of equity securities and sale of treasury shares for cash in connection with an offer or issue of or invitation to apply for equity securities (including, without limitation, under a rights issue, open offer or similar arrangement) to holders of equity securities in proportion (or as nearly as practicable) to the respective numbers of ordinary shares held by them or, in the case of other equity securities, in proportion to the number of ordinary shares into which they would convert, or such other basis of allocation as the Directors consider fair and reasonable, but subject to such exclusions or other arrangements as the Directors may deem necessary or desirable to deal with fractional entitlements, treasury shares, record dates or any legal, regulatory or practical problems in, or under the laws of, any territory or the requirements of any regulatory authority or stock exchange in any territory or otherwise; and

• (ii) to the allotment of equity securities and sale of treasury shares otherwise than pursuant to paragraph (i) of this Resolution, up to an aggregate nominal amount of £522,851 (being just less than 10 per cent of the issued share capital of the Company (excluding treasury shares) on 10 March 2023, the last practicable date prior to the publication of this AGM Notice),

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and any such authority shall expire at the end of the Company's 2024 annual general meeting or, if sooner, 26 August 2024 (save that the Company may, before the expiry of the power hereby conferred, make any offer or agreement which would or might require equity securities to be allotted or treasury shares to be sold after such expiry and the Directors may allot equity securities pursuant to any such offer or agreement as if the power hereby conferred had not expired). is power applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the Act as if in the first paragraph of this Resolution the words "pursuant to the authority conferred by Resolution 15" were omitted.

17. at, subject to the passing of Resolution 15, and in place of all existing and unused powers, the Directors be and are hereby authorised, in addition to any authority granted under Resolution 16 and pursuant to sections 570 and 573 of the Act, to allot equity securities (within the meaning of section 560 of the Act) for cash, pursuant to the authority conferred by Resolution 15, and/or to sell ordinary shares held by the Company as treasury shares for cash, as if section 561(1) of the Act did not apply to any such allotment or sale, provided that such power shall be:

• (i) limited to the allotment of equity securities and sale of treasury shares up to an aggregate nominal amount of £522,851 nominal value (being just less than 10 per cent of the issued share capital of the Company (excluding treasury shares) on 10 March 2023, the last practicable date prior to the publication of this AGM Notice); and

• (ii) used only for the purposes of financing a transaction which the Directors determine to be either an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this AGM Notice or for the purposes of refinancing such a transaction within twelve months of its taking place, and any such authority shall expire at the end of the Company's 2024 annual general meeting or, if sooner, 26 August 2024 (save that the Company may, before the expiry of the power hereby conferred, make any offer or agreement which would or might require equity securities to be allotted or treasury shares to be sold after such expiry and the Directors may allot equity securities pursuant to any such offer or agreement as if the power hereby conferred had not expired). is power applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the Act as if in the first paragraph of this Resolution the words "pursuant to the authority conferred by Resolution 15" were omitted.

Share buybacks

18. at the Company is hereby generally and unconditionally authorised for the purposes of section 701 of the Act to make one or more market purchases (within the meaning of section 693(4) of the Act) of its ordinary shares on such terms and in such manner as the Directors may from time to time determine, and where such shares are held as treasury shares the Company may use them for the purposes of its employee share schemes, provided that:

• (i) the maximum number of ordinary shares which may be purchased is 10,457,028 Ordinary Shares;

• (ii) the minimum price (exclusive of all expenses) which may be paid for each ordinary share is 5 pence (being the nominal value of an Ordinary Share);

(iii)the maximum price (exclusive of all expenses) which may be paid for each ordinary share shall not be more than the higher of:

• (a) 105 per cent. of the average of the middle market quotations for an ordinary share of the Company (as derived from the London Stock Exchange's Daily

  Official List) for the five business days immediately preceding the day on which the purchase is made; and

• (b) the higher of the price of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out;

• (iv) unless previously renewed, revoked or varied, this authority shall expire at the end of the Company's 2024 annual general meeting or, if earlier, 26 August 2024; and

• (v) under this authority, the Company may make a contract to purchase ordinary shares which would or might be completed or executed wholly or partly after the expiry of this authority and may make purchases of ordinary shares pursuant to that contract as if this authority had not expired.

Notice of general meetings

19. at the period of notice required for general meetings of the Company (other than annual general meetings) shall be not less than 14 clear days' notice.

By order of the Board

Rebecca Dunn

Head of Corporate Affairs and Company Secretary

27 March 2023

Registered office: Melbourne House, 5th Floor,

44-46 Aldwych, London, WC2B 4LL

Registered in England and Wales Registered number: 2025003

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