SCRIPT

VISHAY PRECISION GROUP, INC.

Annual Meeting of Stockholders
May 25, 2017
Order of Business and Agenda

Marc: It is my pleasure to welcome all of you to our Annual

Stockholders Meeting. In accordance with our notice of the

meeting, it is now 9:00 a.m. and this meeting will please come to

order.

I am Marc Zandman, Chairman of the Board of Directors and I

will act as the chairman of this meeting. Mr. Roland Desilets,

Vice President and General Counsel of the Company, will act as

the secretary of this meeting. Shirley Kuhlmann of Pepper

Hamilton, our outside counsel, has been designated as Inspector of

Elections and Balloting for this meeting and has been subscribed

and sworn to her oath.

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You should all have a copy of the Rules of Order for this meeting.

In order to conduct an orderly meeting, we ask that participants

follow these rules. As stated in the Rules of Order, stockholders

and proxy holders should not address the meeting until

recognized. Should you desire to ask a question or speak during

the meeting, please raise your hand. After being recognized,

please identify yourself and your status as a stockholder or proxy

holder and then state your point or ask your question. As stated in

the Rules of Order, please limit your remarks to corporate business

and make them no longer than one minute on a single topic.

If you have not done so already, please register your attendance

before you leave by signing the register book at the door. If you

are a visitor, please sign in using the visitor registration book.

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Before proceeding to the business of the meeting, I would like to

introduce the nominees for election to the Board of Directors of

Vishay Precision Group, Inc. and other members of the VPG

management team who are present at the meeting.

Mr. Ziv Shoshani, President and Chief Executive Officer of the

Company, Ms. Janet Clarke, Mr. Saul Reibstein, Mr. Timothy

Talbert, Mr. Cary Wood and I are the nominees for election as

Directors for terms of one year expiring at the 2018 Annual

Meeting.

Also present today is William Clancy, Executive Vice President

and Chief Financial Officer, and Steven Klausner, Vice President

and Treasurer. Please stand.

In addition, a representative from Ernst & Young LLP, VPGs

external auditors, is here in attendance. Please stand.

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A copy of the Notice of the Annual Meeting of Stockholders,

together with the attached Proxy Statement and related materials,

were posted on a designated website on April 14, 2017 and a copy

of the Notice was mailed to stockholders of record on or about

April 14, 2017.

The Secretary has an affidavit showing due notification of such

proxy materials to Stockholders entitled to vote. I direct the

Secretary to file such oath with the records of the meeting. A

copy of the notice and the affidavit will be attached to the records

of this meeting. Since April 4, 2017 was fixed by the Board of

Directors as a record date for the purpose of determining the

Stockholders entitled to vote at the Annual Meeting, only

Stockholders whose names appeared on the certified list of

Stockholders as of that date are entitled to vote at the meeting.

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 According to the certified list of Stockholders, there are

outstanding 12,192,500 shares of common stock entitled to one

vote each and 1,025,158 shares of Class B common stock, each of

which entitles its holder to 10 votes with respect to each matter to

be voted at this meeting. A list of stockholders entitled to vote at

this meeting has been available at VPGs headquarters for the past

10 days and will be open for inspection by any Stockholder for the

duration of the meeting. All proxies should be filed with the

Inspector so that she may determine the number of shares present

for the purpose of a quorum. All Stockholders present in person

who have not filed or mailed a proxy should please give their

names and the number of shares held by them to the Inspector.

May we now have the report of the Inspector of Election?

Inspector: By the authority of the board of directors, I have been appointed the Inspector of this Election and

my oath of office has been executed and will be duly filed with the minutes of this meeting. As the

Inspector of this Election, I wish to now report that there are represented in person or by proxy at

this meeting, the holders of a majority of the votes represented by the outstanding shares of

common stock and Class B common stock, voting together as a single class. Consequently, a

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 quorum is present as required for conducting the business at this annual meeting and therefore, you

may proceed with the meeting.

Marc: On the basis of the report of the Inspector, a quorum is in

attendance and the meeting is duly convened. There are five

Proposals before the Stockholders today.

First we will proceed to move each of the Proposals, if properly

presented, for a vote. Following the balloting, we will hear from

the Inspector of Election on the voting results. After the formal

portion of the meeting is adjourned, we will follow with a report

on VPGs business. Lastly, a question and answer session will

follow the presentation. Management will be available after the

meeting at the reception.

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Marc: The first matter to be acted upon by stockholders is the election of

six Directors for a term expiring at the annual meeting of

stockholders in 2018 and until their successors are duly elected

and qualified. This proposal requires a plurality of the votes cast

with respect to each directorship. The Boards nominees for

election are listed in the 2017 Proxy Statement on pages 13-15. I

would like to call Mr. Timothy Talbert, Chair of our Nominating

and Governance Committee, for the recommendation of the Board

of Directors in this matter.

Timothy: Mr. Chairman, the Nominating and Governance Committee has the responsibility of recommending

nominees for the Board of Directors to the Board. The Committee consists entirely of Directors

who are independent of management. After due consideration, the Committee recommended, and

the Board approved the nomination of Mr. Marc Zandman, Mr. Ziv Shoshani, Ms. Janet Clarke, Mr.

Saul Reibstein, Mr. Timothy Talbert, and Mr. Cary Wood to hold office as Directors of the

Company for a term expiring at the 2018 Annual Meeting of Stockholders and until their successors

are duly elected and qualified. I move for the election of these nominees as Directors.

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Marc: As there have been no other persons nominated in accordance with

VPGs charter, the nominations are closed. Is there a second?

Cary Wood: I second the motion.

Marc: The next matter being submitted to stockholders for action is the

ratification of the appointment by the Board of Directors of Ernst

& Young LLP as the Companys independent registered public

accounting firm for the year ending December 31, 2017. This

proposal requires the affirmative vote of a majority of the votes

cast on this proposal, and is described in the 2017 Proxy Statement

on pages 17-18. I would like to call Mr. Saul Reibstein, Chair of

the Audit Committee, for the recommendation of the Board of

Directors in this regard.

Saul: Mr. Chairman, the Audit Committee has the responsibility of appointing the independent registered

public accounting firm of the Company. The Audit Committee is seeking ratification of this

appointment by stockholders. The Audit Committee consists entirely of Directors who are

independent of management. It has direct access to both Ernst & Young and VPGs accounting

department. In its deliberations this year, the Audit Committee has worked closely and regularly

with Ernst & Young, and has had substantial opportunity to meet with them throughout the year to

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 discuss relevant issues. I move for the ratification of the appointment of Ernst & Young LLP as

VPGs independent registered public accounting firm for the fiscal year ending December 31, 2017.

Janet Clarke: I second the motion.

Marc: The third matter being submitted to stockholders for action is the

advisory, or non-binding, approval of compensation of the named

executive officers as disclosed in the proxy statement in

accordance with SEC rules. This proposal requires the affirmative

vote of a majority of the votes cast on this proposal, and is

described in the 2017 Proxy Statement on page 41. I would like to

call Ms. Janet Clarke, Chair of our Compensation Committee, for

the recommendation of the Board of Directors in this regard.

Janet Clarke: The Compensation Committee of the Board is responsible for oversight of executive compensation

at the Company and for making recommendations on executive compensation to the Board. The

Committee recommended, and the Board approved, seeking advisory (non-binding) approval of the

compensation of the named executive officers as disclosed in the 2017 Proxy Statement, including

in the Compensation Discussion and Analysis, compensation tables and narrative discussion. I

move for the approval of this proposal.

Cary Wood: I second the motion.

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Marc: The fourth matter being submitted to stockholders for action is the

approval, on an advisory basis, of the frequency with which

stockholder advisory votes on executive compensation will occur.

Stockholders may advise the Board on whether such votes should

occur every year, every two years, or every three years or may

abstain from voting. The option receiving the most votes will be

viewed as the recommendation of the stockholders. The proposal

is described in the 2017 Proxy Statement on page 42. I would like

to call Mr. Timothy Talbert, Chair of our Nominating and

Governance Committee, for the recommendation of the Board of

Directors in this regard.

Timothy: The Board of Directors recommends that future advisory stockholder votes regarding executive

compensation be held every year to allow stockholders to provide us with their direct input on our

compensation philosophy, policies and practices as disclosed in the proxy statement every year. I

move the proposal be submitted to a vote with a recommendation that stockholders vote in favor of

advising that votes regarding executive compensation be held every year.

Saul: I second the motion.

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 [Alternative 1 Ancora Representative is Present]

Marc: One of our stockholders, the Ancora MicroCap Fund, has

submitted a timely notice of intent to present a proposal for a vote

by the stockholders at this Annual Meeting. A representative of

Ancora MicroCap Fund is now invited to make the proposal. In

accordance with the Rules of Order for the Meeting, the

representative is permitted up to three minutes to present the

proposal. Following the representatives presentation, I will

provide a brief responsive statement. After that response, for up to

an additional five minutes, other stockholders may ask questions

regarding this proposal to which the representative of Ancora

MicroCap Fund or the Company may respond.

Ancora Rep: [Presentation of the stockholder proposal. Not more than three minutes]

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Marc: Thank you for taking the time to share your proposal with us. I

would like to call Mr. Timothy Talbert, Chair of our Nominating

and Governance Committee, for the recommendation of the Board

of Directors in this regard.

Timothy: Let me share with you our boards point of view on this topic as outlined in our proxy statement.

Our Board of Directors believes that the capital structure set out in the Companys Amended and

Restated Certificate of Incorporation is in the long-term best interests of the Company and its

stockholders.

The voting power of our Class B common stock in the aggregate is less than a majority of the voting

power of our outstanding stock, and the members of the family of our late founder, Dr. Felix

Zandman, only control 76.8% of our Class B common stock, representing 35.1% of the total voting

power of our stock as of March 1, 2017. This capital structure was in existence at Vishay

Intertechnology, Inc. in 2010, the time of our spin-off, it has been our capital structure since the

spin-off, and every investor purchasing a share of our common stock since the spin-off was aware

of this capital structure before investing.

We recommend that stockholders do not support this proposal. The Board of Directors believes the

stability provided by the dual class voting structure, combined with a continued commitment to

strong governance practices, best serves the long-term interest of our stockholders.

Marc: Is there a motion regarding this proposal?

Ancora Rep: I move for a vote on this proposal.

Stockholder: I second the motion.

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Marc: If any stockholders would like to pose any questions to the Ancora

representative or to the Company concerning this stockholder

proposal, please raise your hand and a microphone will be brought

to you.

[After 5 minutes of Q&A]

The time limit for discussion of this stockholder proposal has been

reached. Thank you for your questions.

[Alternative 2 Ancora Representative is Not Present; No Vote is Held]

Marc: Although one of our stockholders, the Ancora MicroCap Fund,

submitted a timely notice of intent to present a proposal for a vote

by the stockholders at this Annual Meeting, a qualified

representative of Ancora MicroCap Fund is not present at this

Annual Meeting to present this proposal for a vote. We therefore

will not vote on the Ancora MicroCap Fund proposal at this time.

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Marc: Does anyone have any comments or questions on any of the

agenda items?

[If someone requests a discussion, a time limit of 5 minutes should be

enforced and Pepper should be ready with the rules.]
[Continue here]

Marc: I now call on the Inspector to proceed to solicit any final votes

from the floor before we close the polls.

Final Solicitation

Inspector: Thank you. Most stockholders mailed or turned in a proxy card. If you have signed a proxy card and

do not wish to change your vote, it is not necessary to complete a ballot.

For those of you who hold your shares in your own name, and if you have not yet submitted a proxy

card, or you now wish to vote your shares differently than you indicated on your proxy card, please

raise your hand and you will be given a ballot.

(Should any hands be raised, Roland and others will be ready with blank proxy cards. Any voted
proxies are turned over to the Inspector.)

For those of you who hold your shares in the name of a third party, such as a broker, you must have

a legal proxy and letter from the named stockholder if you wish to vote your shares today. [Wait

for ballot process to conclude.]

Marc: I now declare the polls closed. [Pause for tabulation]

Marc: Inspector, may I please have the Inspector of Elections Report?

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 Election Report

Inspector: I am pleased to report the results of the five Proposals as follows: (1) The election of Mr. Marc

Zandman, Mr. Ziv Shoshani, Ms. Janet Clarke, Mr. Saul Reibstein, Mr. Timothy Talbert, and Mr.

Cary Wood to the board of directors to serve until the 2018 Annual Meeting of Stockholders has

been approved by a plurality of votes cast; (2) the appointment of Ernst & Young LLP as VPGs

independent registered public accounting firm for the fiscal year ending December 31, 2017 has

been ratified by a majority of votes cast; (3) the compensation of the named executive officers as

disclosed in the proxy statement has been given advisory approval by a majority of votes cast; (4)

the advisory proposal that votes regarding executive compensation be held every year received the

most votes and will be viewed as the recommendation of the stockholders; and (5) the stockholder

proposal to adopt a recapitalization plan to eliminate the Companys dual-class capital structure [did

not receive the requisite vote and has been rejected] OR [was not voted upon because a qualified

representative of the stockholder proponent, Ancora Microcap Fund, was not in attendance to

present such proposal for voting]. I will prepare a certificate of my final tabulation for filing along

with the original proxies, ballots and my report for the minutes of this meeting.

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 Adjournment

Marc: The Secretary is directed to file with the records of the Company

for the purpose of reference the following additional papers:

1. List of Stockholders entitled to vote at this meeting.

2. Proxies presented at this meeting.

3. Notice of the Annual Meeting of Stockholders.

4. Ballots.

5. Annual Report to Stockholders.

Our official business is concluded. I declare this meeting

adjourned.

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 Presentation and Discussion Session

Marc: We have now come to that part of the program providing for the

presentation that highlights our business. I would like to introduce

to you VPGs President and Chief Executive Officer, Ziv

Shoshani.

Ziv Shoshani: Presentation by Ziv Shoshani.

Marc: We have now come to that part of the agenda providing for
general questions and discussion. Please raise your hand and state
your full name.
(When questions/answers are finished)

There appears to be no other business on our agenda for today.

I would like to express my sincere appreciation to the stockholders

who attended the meeting as well as those who submitted their

proxies but were not able to be present in person.

Thank you to our stockholders and to everyone who assisted in the

effort to make this meeting possible.

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