AGM 2026

May 22, 2026

Good afternoon, welcome to the 2026 Annual Meeting of Stockholders for Ultra Clean Holdings, Inc. My name's James Xiao, and as Chief Executive Officer of UCT, I will be presiding over this meeting. It is 12:30 P.M., and the meeting will now come to order. In accordance with the company's bylaws, Paul Cho, the company's General Counsel and Corporate Secretary, will act as Secretary of this meeting. Mr. Cho will also preside over portions of the meeting. Ms. Sheri Savage, the company's Chief Financial Officer, and I have been appointed as proxies for the company by the Board of Directors for this meeting. It is not necessary for stockholders to vote online if they have already sent in their proxy cards. Should you wish to change your vote, you may do so now through the online meeting portal. I would now like to introduce our directors who are standing for election. In addition to myself, we have Clarence Granger, David Benelli, Emily Liggett, Thomas Edman, Ernest Maddock, Jacqueline Seto, and Joanne Solomon. Also online with us today is PricewaterhouseCoopers LLP, the company's independent auditors of the company for this fiscal year ending 2026, and Cassie Weeden, the delegate from Broadridge Financial Solutions, Inc., serving as Inspectors of Elections. This afternoon, our program will proceed as follows. First, Mr. Cho will conduct the official business of the annual meeting. After votes on each proposal have been tabulated, we will conclude the business portion of the meeting. In keeping with the digital approach of this year's meeting, you may submit questions in the question box within the online meeting portal. We have been informed that a quorum is present, which will allow us to proceed to the business portion of this meeting. We have an affidavit from Broadridge Financial Solutions certifying the official notice of this meeting, together with a proxy statement, proxy card, annual report, and other material necessary to vote at this meeting, were mailed starting April 27, 2026, to each stockholder of record as of March 27, 2026. The Board of Directors has appointed Broadridge Financial Services to serve as Inspector of Elections. Ms. Whedon has taken the customary oath of office to execute her duties with strict impartiality, which will be filed with the records of the meeting. Her function is to decide upon the qualification of voters, accept their votes, and when voting is complete, to tally the final votes. I will now ask Mr. Cho to conduct the official business of this meeting. Thank you, James. As a reminder, if you have not already voted or wish to change your vote, you may do so now through the online meeting portal. The first matter to be voted upon is the election of directors. The board has nominated the following individuals to serve for the one-year term expiring on the date of the next annual meeting of stockholders, or until their successors are duly elected and qualified, or their earlier death, resignation, or removal. The current board of directors has nominated the following persons: Thomas Edman, James Xiao, Clarence Granger, David Benelli, Emily Liggett, Ernest Maddock, Jacqueline Seto, and Joanne Solomon. No other persons having been nominated in accordance with the company's bylaws, the nominations are now closed. The second order of business concerns the ratification of the appointment of PricewaterhouseCoopers LLP as independent auditors of the company for the fiscal year ending January 1st, 2027. The third order of business concerns the advisory vote approving the compensation of Ultra Clean Holdings' named executive officers as disclosed in our proxy statement for the 2026 annual meeting of stockholders. The fourth order of business concerns the approval of an amendment and restatement of our stock incentive plan as outlined in our proxy statement for the 2026 annual meeting of stockholders. The fifth and final order of business concerns the approval of an amendment and restatement of our employee stock purchase plan, as outlined in our proxy statement for the 2026 annual meeting of stockholders. I would now like to pause for a moment and check with our investor relations group to see if there are any questions online regarding these orders of business. Rhonda? Thanks, Paul. No, there's no questions submitted pertaining to the orders of business of this meeting. Thank you. Thanks, Rhonda. I declare that the polls for each matter of business to be voted on at this meeting are now closed. I'll now ask Ms. Weeden to report the preliminary results of the vote Thank you, Mr. Cho. The preliminary results are as follows: more than 93% of the stock represented at this meeting has been voted for the election of each nominee for director to serve for the one-year term expiring on the date of the next annual meeting of stockholders, or until their successors are duly elected and qualified, or their earlier death, resignation, or removal. More than 99% of the stock represented at this meeting has been voted in favor of the ratification of the appointment of PricewaterhouseCoopers LLP as the independent auditors of the company for the fiscal year ending January 1st, 2027. More than 97% of the stock represented at the meeting has been voted in favor of approving the compensation of Ultra Clean Holdings, Inc.'s named executive officers for fiscal 2025, as disclosed in the 2026 proxy statement. More than 95% of the stock represented at the meeting has been voted in favor as an amendment and restatement of the stock incentive plan, as outlined in the proxy statement for the 2026 annual meeting of stockholders. Finally, more than 99% of the stock represented at the meeting has been voted in favor of an amendment and restatement of the employee stock purchase plan, as outlined in the proxy statement for the 2026 annual meeting of stockholders. Thank you, Ms. Whedon. Each of the items voted upon today, as listed in the proxy statement as a recommendation of the board, has been approved by the company and will be recorded as stated in the minutes of the meeting. This concludes the official business of the meeting and the official portion of the meeting is adjourned. Thank you, Paul. That concludes this meeting. We appreciate your attendance. Thank you. That concludes our meeting today. Thank you for joining.