Sensata Technologies : 2022 Proxy

SENSATA TECHNOLOGIES HOLDING PLC

2022 Notice of Annual Meeting of Shareholders & Proxy Statement

Thursday, May 26, 2022 10:00 a.m. Eastern Daylight Time

(incorporated and registered in England and Wales with registered no. 10900776)

Registered Office:

Interface House, Interface Business Park Bincknoll Lane

Royal Wootton Bassett Swindon SN4 8SY United Kingdom

April 14, 2022

Dear Fellow Shareholders:

On behalf of the Board of Directors (the "Board"), I am giving you notice of the Annual General Meeting of Shareholders of Sensata Technologies Holding plc to be held at 10:00 a.m. Eastern Daylight Time on Thursday, May 26, 2022 (the "Annual Meeting").

Our Board has fixed the close of business on March 31, 2022 as the record date for the determination of shareholders entitled to notice of and to vote at our Annual Meeting and any adjournments or postponements thereof.

The Board recognizes the importance that your shares be represented and voted at the Annual Meeting. You may vote your shares by proxy on the Internet, by telephone, or by completing, signing, and promptly returning a proxy card (if you received one).

In accordance with the U.K. Companies Act 2006, the formal notice of the Annual Meeting is set forth below in the following proxy statement and is also deemed to include the explanatory notes relating to each proposal. Our proxy materials are first being distributed or made available to shareholders on or around April 14, 2022.

We thank you for your continued support.

By Order of the Board of Directors,

Andrew C. Teich

Chairman of the Board

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Sensata Technologies Holding plc

NOTICE OF THE 2022 ANNUAL MEETING

WHEN:

Thursday, May 26, 2022 10:00 a.m. Eastern Daylight Time

WHERE:

529 Pleasant Street, Attleboro, MA 02703

In person check-in will begin at 9:30 a.m. Eastern Daylight Time and you should allow ample time for check-in procedures.

RECORD DATE:March 31, 2022

Items of Business:

At the Annual Meeting, you will be asked to consider and vote on the resolutions set forth under Proposals 1 to 13 in the "Proposals to be Voted Upon" section below as well as such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. Explanations of the proposed resolutions together with the relevant information for each resolution are given on pages 1 to 72 and Annexes A, B, C, D, E and F of this proxy statement. For the purposes of English law, the full text of each resolution is set out in the "Shareholder Resolutions for 2022 Annual General Meeting" section on page 70 of this proxy statement.

The Company's UK annual reports and accounts for the year ended December 31, 2021, which consist of the UK statutory accounts, the UK statutory directors' report, the UK statutory directors' compensation report, the UK statutory directors' compensation policy, the UK statutory strategic report and the UK statutory auditor's report (the "UK Annual Report and Accounts"), has been made available to shareholders. There will be an opportunity at the Annual Meeting for shareholders to ask questions or make comments on the UK Annual Report and Accounts and the other proxy materials.

For additional information about our Annual Meeting, shareholders' rights, proxy voting and access to proxy materials, see the "Questions & Answers About the Annual Meeting" section on page 73 of this proxy statement.

Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. You may vote your shares by proxy on the Internet, by telephone or by completing, signing and promptly returning a proxy card (if you received one) by mail prior to the meeting or by attending the Annual Meeting and voting in person.

Due to the potential risks of aiding the spread of COVID-19 by gathering at the Annual Meeting, we believe that the safest way to ensure all shareholders can exercise their rights at the Annual Meeting is by voting your shares as early as possible through the Internet or by telephone, both of which are available 24 hours a day, seven days a week.

Proposals to be Voted Upon1

The Board considers that all the proposals to be put to the Annual Meeting are in the best interest of the Company and its shareholders as a whole.

Proposal	Board
Recommendation
Proposal No. 1	Election of Directors2	☑ FOR each nominee
Proposal No. 2	Non-Binding, Advisory Vote on Executive Compensation	☑ FOR
Proposal No. 3	Ratification of Independent Registered Public Accounting Firm	☑ FOR
Proposal No. 4	Non-Binding, Advisory Vote on Directors' Compensation Report	☑ FOR
Proposal No. 5	Approval of Directors' Compensation Policy	☑ FOR
Proposal No. 6	Reappointment of UK Statutory Auditor	☑ FOR
Proposal No. 7	Authorization of the Audit Committee to Determine U.K. Statutory Auditor	☑ FOR
Compensation
Proposal No. 8	Approval of Receipt of 2021 Annual Report and Accounts	☑ FOR
Proposal No. 9	Approval of Forms of Share Repurchase Contracts and Share Repurchase	☑ FOR
Counterparties
Proposal No. 10	Authorization of the Board to Issue Equity Securities	☑ FOR
Proposal No. 11	Authorization of the Board to Issue Equity Securities without Rights of	☑ FOR
Pre-emption
Proposal No. 12	Authorization of the Board to Issue Equity Securities Under Equity Incentive	☑ FOR
Plans
Proposal No. 13	Authorization of the Board to Issue Equity Securities Under Equity Incentive	☑ FOR
Plans without Rights of Pre-emption

• 1 Resolution Nos. 1-8, 10 and 12 will be proposed as ordinary resolutions and resolutions No. 9, 11 and 13 will be proposed as special resolutions.

• 2 A separate resolution will be proposed for each director.

Notes:

• 1. Each ordinary share of the Company outstanding on the record date will be entitled to cast one vote. In accordance with the Company's articles of association, all resolutions will be taken on a poll. Voting on a poll means that each share represented in person or by proxy will be counted in the vote. Except for Proposals 9, 11 and 13, all resolutions will be proposed as ordinary resolutions, which under applicable law means that each resolution must be passed by a simple majority of the total voting rights of shareholders who vote on such resolution, whether in person or by proxy. Explanatory notes regarding each of the proposals (and related resolutions) are set out in the relevant sections of the accompanying proxy materials relating to such proposals.

• 2. The results of the polls taken on the resolutions at the Annual Meeting and any other information required by the U.K. Companies Act will be made available on the Company's website as soon as reasonably practicable following the Annual Meeting and for a period of two years thereafter.

• 3. Our Board has fixed the close of business on Thursday, March 31, 2022, as the record date of the Annual Meeting, and to be entitled to attend and vote on the resolutions proposed for the Annual Meeting and any adjournment or postponement thereof, shareholders must be registered in the Register of Members of the Company at the close of business in New York on this record date. Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote on the resolutions proposed for the meeting. At the close of business on Thursday, March 31, 2022, 157,006,785 ordinary shares of the Company were issued and outstanding. After March 31, 2022, a list of the shareholders entitled to notice of the Annual Meeting will be available for inspection by any shareholder at 529 Pleasant Street, Attleboro, Massachusetts 02703. Should you require the list of shareholders entitled to notice of the Annual Meeting, please email our Investor Relations department [e-mail].

• 4. If you are a broker, bank, or other nominee holding shares in street name, you can attend the Annual Meeting and vote. If you are a beneficial owner of shares held in street name through a broker, bank, or other nominee, you can attend the Annual Meeting.

• 5. Shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the Annual Meeting. A shareholder may appoint more than one proxy in relation to the Annual Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A corporate shareholder may appoint one or more corporate representatives to attend and to speak and vote on their behalf at the Annual Meeting. A proxy need not be a shareholder of the Company.

• 6. If you are voting your proxy through the Internet, by phone or by mail with a proxy card (if you received one), your

• voting instructions must be received by 11:59 p.m. Eastern Time on May 25, 2022.

• 7. You may revoke a previously delivered proxy at any time prior to the Annual Meeting.

• 8. Shareholders meeting the threshold requirements set out in the U.K. Companies Act have the right to require the Company to publish on the Company's website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be presented before the Annual Meeting; or (ii) any circumstance connected with the auditor of the Company ceasing to hold office since the previous annual general meeting at which annual accounts and reports were presented in accordance with the U.K. Companies Act. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with the U.K. Companies Act. When the Company is required to place a statement on a website under the U.K. Companies Act, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on its website. The business which may be dealt with at the Annual Meeting includes any statement that the Company has been required under the U.K. Companies Act to publish on a website.

• 9. Pursuant to U.S. Securities and Exchange Commission (the "SEC") rules, the Company's proxy statement (including this Notice of Annual General Meeting of Shareholders), the Company's U.S. Annual Report for the year ended December 31, 2021 (including the Annual Report on Form 10-K for the year ended December 31, 2021), and related information prepared in connection with the Annual Meeting are available at:www.proxyvote.com andwww.investors.sensata.com. You will need the 16-digit control number included on your proxy card in order to access the proxy materials onwww.proxyvote.com. These proxy materials will be available free of charge.

10. You may not use any electronic address provided in this Notice of Annual General Meeting of Shareholders or any related documentation to communicate with the Company for any purposes other than as expressly stated.

Proxy Voting Methods

Shareholders holding shares of Sensata on the Record Date may vote their shares by proxy through the Internet, by telephone, by mail with a proxy card (if you received one) or by attending the Annual Meeting in person and voting during the meeting. For shares held through a bank, broker or other nominee, shareholders may vote by submitting voting instructions to the bank, broker or other nominee. To reduce our administrative and postage costs, we ask that shareholders vote through the Internet or by telephone, both of which are available 24 hours a day, seven days a week. Shareholders may revoke their proxies at the times and in the manners described in the "Notes" section of this Notice of Annual General Meeting of Shareholders and the "Questions & Answers About the Annual Meeting" section on page 73 of this proxy statement.

If you are voting your proxy through the Internet, by phone or by mail with a proxy card (if you received one), your voting instructions must be received by 11:59 p.m. Eastern Time on May 25, 2022.

TO VOTE BY PROXY:

8 BY INTERNET	( BY TELEPHONE	* BY MAIL
Go to the websitewww.proxyvote.com	From a touch-tone phone, dial	Mark your selections on your proxy
24 hours a day, seven days a week	1-800-690-6903 and follow the	card (if you received one).
(before the meeting) and follow the	recorded instructions, 24 hours a day,
instructions.	seven days a week.	Date and sign your name exactly as it
appears on your proxy card.
You will need the 16-digit control	You will need the 16-digit control
number included on your Notice or	number included on your Notice or	Mail the proxy card in the postage-
proxy card in order to vote online.	proxy card in order to vote by	paid envelope that is provided to you.
telephone.

YOUR VOTE IS IMPORTANT. THANK YOU FOR VOTING.