Flowtech Fluidpower : Notice of Meeting 2023

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own personal financial advice from your stockbroker, bank, solicitor, accountant or other appropriate independent professional adviser. If you have sold or otherwise transferred all of your shares in Flowtech Fluidpower plc ('Company'), please pass this document, together with the accompanying documents, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Notice of Annual General Meeting

Flowtech Fluidpower plc Registered in England and Wales with Company no. 9010518 Bollin House Bollin Walk Wilmslow SK9 1DP

Friday, 19 May 2023

Dear Shareholder

Annual General Meeting 2023

I am pleased to send you details of our eighth Annual General Meeting ('AGM'), which will be held on Tuesday, 13 June 2023 at 10am.

This year the Company will be holding the AGM in-person. However, for any Shareholders who are unable to physically attend the AGM, the Company is also once again facilitating an online AGM experience through the IMC platform (https://www.investormeetcompany.com). Those Shareholders joining the meeting in this fashion, will have the opportunity to join the event from any remote location and to listen to the proceedings of the meeting with a facility to ask questions via live chat. The Directors present will be based in person at Bollin House, Bollin Walk, Wilmslow SK9 1DP.

Importantly, please note that Shareholders will not be able to vote at the AGM through the IMC platform. We have included details on how to vote on the resolutions at the AGM and how to ask questions of the Board of Directors in this document.

The formal notice of the AGM, which is on pages 6 to 9 of this document ('Notice'), sets out the business to be considered at the AGM. The purpose of this document is to provide you with further details about those items of business.

The AGM will be purely functional, and comprise only of the formal votes for each resolution set out on pages 6 to 9 of this document without any business update. Shareholders who are not attending the AGM in person should vote by proxy to ensure that their vote is counted at the AGM either:

• by appointing a proxy electronically (as explained further below) or
• by requesting a form of proxy from Link Group and returning it by post;

1

Voting

If you are unable to attend the AGM in-person, but would like to vote on the resolutions, please vote by proxy as follows:

• we encourage all Shareholders to appoint a proxy electronically using the link www.signalshares.com.

You will need to log into your Signal Shares account, or register if you have not previously done so, to register you will need your Investor Code, this is detailed on your share certificate or available from our Registrar, Link Group. To be valid your proxy appointment(s) and instructions should be made no later than 10am on 9 June 2023; or

• Link Group, the Company's registrar, has launched a shareholder app: LinkVote+

It's free to download and use and gives shareholders the ability to access their shareholding record at any time and allows users to submit a proxy appointment quickly and easily online rather than through the post. The app is available to download on both the Apple App Store and Google Play or by scanning the relevant QR code below.

Apple App Store

Google Play

• for anyone still preferring a paper vote: you may request a generic hard copy form of proxy directly via Link Group on
  Tel: 0371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00hrs - 17:30hrs, Monday to Friday excluding public holidays in England and Wales.

To be valid, a proxy form must be received by post or (during normal business hours only) by hand at the offices of the Company's Registrar, Link Group at FREEPOST PXS, Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL no later than 10am on Friday, 9 June 2023 (or, if the meeting is adjourned, no later than 48 hours before the time of any adjourned meeting).

Appointing a proxy, either electronically or by post, will ensure your vote is recorded in the same manner as it has been at previous annual general meetings including that held last year. Importantly, please note that if you intend to join the AGM virtually through the IMC platform, then you must appoint a proxy in order for your vote to be counted.

Shareholder questions

Whilst Shareholders who are virtually attending the AGM will be unable to vote through the IMC Platform, the IMC platform does however provide a facility to ask questions of the Board of Directors via live chat during the AGM itself. Shareholders may also submit their questions to the Board of Directors via email to info@flowtechfluidpowerplc.com by 10 am on 9 June 2023, and state your name and Investor Code (as detailed on your share certificate). We will provide answers directly to the Shareholder who asked the question. For shareholders attending in person, questions can be put to the Directors in attendance on the day.

2

Resolutions

This year, Shareholders will be asked to approve 13 resolutions. Resolutions 1 to 11 are proposed as ordinary resolutions. This means that, for each of those resolutions to be passed, more than 50 per cent of the votes cast must be in favour of the resolution. Resolutions 12 to 13 are proposed as special resolutions. This means that, for each of those resolutions to be passed, at least 75 per cent of the votes cast must be in favour of each resolution.

Resolution 1: Annual Report and Accounts

The Directors must present the Company's Annual Report and Accounts, Strategic Report and Directors' and Auditor's reports to Shareholders at a General Meeting. Those to be presented at the AGM are in respect of the year ended 31 December 2022, and are called the Annual Report 2022.

The Annual Report 2022 is available on the Company's website (www.flowtechfluidpower.com). If you have elected to receive correspondence in hard copy, then a copy of the Annual Report 2022 will accompany this document.

Resolution 2: Final dividend

The Directors are recommending a final dividend for the year ended 31 December 2022 of 2.1 pence per ordinary share. If approved, the final dividend will be paid on 21 July 2023 to shareholders whose names appear on the register at the close of business on 23 June 2023 with an ex-dividend date of 22 June 2023.

Resolutions 3 to 8: reappointment of Directors

As detailed in the Company's announcement on 12 April 2023, the Chief Executive Officer, Bryce Brooks stood down from the Board with effect from the end of April 2023. In addition, Nigel Richens, the Senior Independent Director, retired from the Board with effect from the end of April 2023. We would like to thank them both for their overall contributions. On behalf of all stakeholders we wish both well for the future.

On 12 April 2023, Mike England was appointed by the Board as the Group Chief Executive Officer. Mike worked within the FTSE100 and FTSE250 environment, most recently as Group COO of RS Group plc. Mike has 25+ years' experience of B2B/C product, Service and Distribution experience. Until January 2023 he spent seven years with RS Group plc (formerly Electrocomponents plc) of which the last three years he served as Group COO with full P&L accountability across Americas, EMEA and APAC. Prior to this he spent 10 years with Brammer (now Rubix) and eight years with Hagemeyer NV (now Rexel). Resolution 3 proposes to reappoint Mike England as a Director, as he was appointed as a new Director since the last Annual General Meeting. Mike England's biography can be found on the Company website or within the Directorate appointment release published on the 12 April 2023: http://www.rns pdf.londonstockexchange.com/rns/8904V_1-2023-4-11.pdf.

Stuart Watson was appointed by the Board as a Non-Executive Director on 11 January 2023. Stuart is a Chartered Accountant and was an audit partner and managing partner for Yorkshire and the North-East at Ernst & Young prior to his retirement in 2017. Most recently he was non-executive director at Clipper Logistics plc until its acquisition He is currently a non-executive director at the Humber & North Yorkshire Integrated Care Board and Vp plc and is an Advisor to Panmure Gordon. Resolution 4 proposes to reappoint Stuart Watson as a Director, as he was appointed as a new Director since the last Annual General Meeting.

As with the 2022 Annual General Meeting of the Company and in accordance with the principles of the QCA Corporate Governance Code ('Code'), all the other Directors will stand for re-election at the AGM. Accordingly, as part of the ordinary business at the meeting, resolutions 5 to 8 inclusive are to re-appoint all the other Directors of the Company. Biographies in respect of Russell Cash, Ailsa Webb, Jamie Brooke, Roger McDowell, Stuart Watson and Mike England are set out on pages 38-40 of the Annual Report 2022.

Resolutions 9 and 10: reappointment and remuneration of auditors

The Company is required to appoint Auditors at each General Meeting at which its Annual Report and Accounts are presented to Shareholders. Therefore, resolution 9 proposes the reappointment of Grant Thornton UK LLP as Auditors (to hold office until the next such meeting), and, in accordance with normal practice, resolution 10 authorises the Directors to determine the Auditors' remuneration.

3

Resolution 11: authority to allot shares

Generally, the Directors may only allot shares in the Company (or grant rights to subscribe for, or to convert any security into, shares in the Company) if they have been authorised to do so by Shareholders. Resolution 11 renews a similar authority given at last year's Annual General Meeting:

In line with guidance issued by the Investment Association (previously known as the Investment Management Association), if passed, part 11.1 of resolution 11 will authorise the Directors 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 an aggregate nominal amount of £10,248,778. This amount represents approximately one third of the issued ordinary share capital of the Company as at 16 May 2023, being the last practicable date before the publication of this document.

In addition, if passed, part 11.2 of resolution 11 will authorise the Directors to allot ordinary shares in the Company (and to grant rights to subscribe for, or to convert any security into, ordinary shares in the Company) in connection with a rights issue only up to a further aggregate nominal amount of £10,248,778. This amount represents approximately one third of the issued ordinary share capital of the Company as at 16 May 2023, being the last practicable date before the publication of this document.

If given, these authorities will expire at the conclusion of the Company's next AGM or on 13 September 2024 (whichever is the earlier). It is the Directors' intention to renew the allotment authority each year.

As at the date of this document, no shares are held by the Company in treasury. The Directors have no current intention to exercise either of the authorities sought under resolution 11. However, the Directors consider that it is in the best interests of the Company to have the authorities available so that they have the maximum flexibility permitted by institutional Shareholder guidelines to allot shares or grant rights without the need for a general meeting should they determine that it is appropriate to do so to respond to market developments or to take advantage of business opportunities as they arise.

Resolution 12: disapplication of pre-emption rights

Generally, if the Directors wish to allot new shares or other equity securities (within the meaning of section 560 of the Act) For cash, then under the Act they must first offer such shares or securities to Shareholders in proportion to their existing holdings. These statutory pre-emption rights may be disapplied by Shareholders.

Resolution 12, which will be proposed as a special resolution, renews a similar power given at last year's AGM and, if passed, will enable the Directors to allot equity securities for cash without having to comply with statutory pre-emption rights, but this power will be limited to allotments:

1. up to an aggregate nominal amount of (i) £20,497,557 in connection with a rights issue or (ii) £10,248,778 in connection with an open offer or other pre-emptive offer, in each case to ordinary Shareholders and to holders of other equity securities (if required by the rights of those securities or the Directors otherwise consider necessary), but (in accordance with normal practice) subject to such exclusions or other arrangements, such as for fractional entitlements and overseas Shareholders, as the Directors consider necessary; and
2. in any other case, up to an aggregate nominal amount of £3,074,663 (which represents approximately 10 per cent of the issued ordinary share capital of the Company as at 16 May 2023, being the last practicable date before the publication of this document). If given, this power will expire at the conclusion of the Company's next AGM or on 13 September 2024 (whichever is the earlier). It is the Directors' intention to renew this power each year.

Specifically in relation to limb (b) of Resolution 12 above, in 2022 the Pre-Emption Group published a revised statement of principles for the disapplication of pre-emption rights ('2022 Statement of Principles'). In previous years the Company has sought Shareholder approval for a general authority for the disapplication of pre-emption rights for 10 per cent of the Company's issued ordinary share capital (in accordance with 2015 Statement of Principles issued by the Pre-Emption Group).

The 2022 Statement of Principles provides that a company can seek annual disapplication of (i) 10 per cent of the issued ordinary share capital to be issued on an unrestricted basis; (ii) an additional 10 per cent of issued ordinary share capital to be used for either an acquisition or specified capital investment provided that, in the circular for the AGM at which such additional authority is sought, the company confirms that it intends to use it only in connection with an acquisition or specified capital investment which is announced contemporaneously with the issue, or which has taken place in the preceding 12 month period and is disclosed in the announcement of the issue; and (iii) a further 2 per cent for a follow-on offer to existing holders of securities not allocated shares under an issue made under either (i) or (ii) above.

4

The Directors intend to follow the provisions of the 2022 Statement of Principles, save for (and in line with previous years) the Company only seeking Shareholder approval for the general authority for the disapplication for 10 per cent of the issued ordinary share capital to be issued on an unrestricted basis (as supported and deemed generally acceptable by the Pension and Lifetime Savings Association for AIM listed companies). The Directors note that although the Company has the option to seek Shareholder approval in relation to the disapplication of pre-emption for a further 10 per cent of the issued ordinary share capital in relation to an acquisition or specified capital investment, as the Directors do not have any present intention to exercise the disapplication authority sought in Resolution 12, the Directors consider that this additional pre-emption in relation acquisitions and specified capital investments as not applicable. If given, this power will expire at the conclusion of the Company's next AGM or on 13 September 2024 (whichever is the earlier).

Resolution 13: purchase by the Company of its own shares

Resolution 13 will be proposed as a special resolution. If passed, it will allow the Company to purchase up to 6,149,267 ordinary shares in the market (which represents approximately 10 per cent of the issued ordinary share capital of the Company as at 16 May 2023, being the last practicable date before the publication of this document). The minimum and maximum prices for such a purchase are set out in the resolution. If given, this authority will expire at the conclusion of the Company's next AGM or on 13 September 2024 (whichever is the earlier). It is the Directors' intention to renew this authority each year.

The Directors have no current intention to exercise the authority sought under resolution 13 to make market purchases, but consider the authority desirable to provide maximum flexibility in the management of the Company's capital base. If passed, the Directors will only exercise this authority if they believe that to do so would result in an increase in earnings per share and would be in the best interests of the Company and of its Shareholders generally.

The Company is permitted to hold shares it has purchased in treasury, as an alternative to cancelling them. Shares held in treasury may subsequently be cancelled, sold for cash or used to satisfy options exercised under the Company's share schemes. While held in treasury, the shares are not entitled to receive any dividend or dividend equivalent (apart from any issue of bonus shares) and have no voting rights. The Directors believe that it is appropriate for the Company to have the option to hold its own shares in treasury if, at a future date, the Directors exercise this authority, in order to provide the Company with additional flexibility in the management of its capital base. However, the Directors currently intend to cancel any shares purchased under this authority. The Directors will have regard to institutional Shareholder guidelines which may be in force at the time of any such purchase, holding or resale of shares held in treasury.

Recommendation

The Directors consider that all the resolutions set out in the Notice are in the best interests of the Company and its Shareholders as a whole. The Directors will be voting in favour of them, and unanimously recommend that you do so as well.

Action to be taken

As further detailed above, we have not included a hard copy form of proxy as we encourage you to appoint a proxy electronically using the link www.signalshares.com. You will need to log into your Signal Shares account, or register if you have not previously done so, to register you will need your Investor Code, this is detailed on your share certificate or available from our Registrar, Link Group. This letter does not contain the full details of the resolutions to be tabled at the meeting, and these are contained in the Notice of the meeting and should be read before you complete your vote. You may request a generic hard copy form of proxy by emailing shareholderenquiries@linkgroup.co.ukYour proxy appointment must be received by 10am on 9 June 2023. Further details relating to voting by proxy are set out in the notes to the Notice on pages 10 and 12 of this document.

Yours sincerely

Roger McDowell

Non-Executive Chair

19 May 2023

5