TI Fluid : NOTICE OF ANNUAL GENERAL MEETING 2023

TI Fluid Systems plc 4650 Kingsgate

Oxford Business Park South Cascade Way

Oxford OX4 2SU

Telephone +44 1865 871820

www.tifluidsystems.com

4 April 2023

Dear Shareholder,

2023 Annual General Meeting

I am pleased to send you details of the 2023 Annual General Meeting (the 'AGM') of TI Fluid Systems plc (the 'Company'), together with the Annual Report and Accounts for the year ended 31 December 2022 (the 'Report and Accounts').

The AGM will be held on 16 May 2023 at the offices of Latham & Watkins (London) LLP, 99 Bishopsgate, London EC2M 3XF and will start at 9 am. Shareholder registration will be available from 8.30 am.

We ask that you submit your proxy forms on resolutions to be considered at the meeting as soon as possible. Further instructions on completion of the form of proxy are set out in the 'Notes' section of this document.

The following documentation is enclosed with this letter:

• Notice of AGM, which sets out the details of the resolutions to be proposed at the AGM;
• Report and Accounts;
• Form of Proxy (to be valid the Form of Proxy must be completed and returned in accordance with the instructions printed thereon so as to be received by the Company's Registrar, Equiniti, as soon as possible and in any event not later than 12 May 2023 at 9 am, being 48 working hours before the time appointed for holding the AGM).

Resolutions 1 to 16 and 20 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes must be cast in favour of the resolution. Resolutions 17, 18, 19 and 21 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

Resolution 1: Adoption of Reports and Accounts

The directors of the Company (the 'Directors') must present the report of the Directors and the accounts of the Company for the year ended 31 December 2022 to shareholders at the AGM. The report of the Directors, the accounts, and the report of the Company's auditors on the accounts and on those parts of the Directors' remuneration report that are capable of being audited are contained within the Report and Accounts. Shareholders are being asked to receive the Report and Accounts.

Resolution 2: Approval of Directors' Remuneration Report

In line with s439 of the Companies Act 2006 (the 'Act'), this Resolution seeks to approve the Directors' Remuneration Report which may be found on pages 90-105 of the Report and Accounts and which gives details of your Directors' remuneration for the year ended 31 December 2022. The vote on this Resolution is advisory and does not affect the future remuneration paid to any Director.

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Resolution 3: Declaration of final dividend

A final dividend can only be paid after the shareholders at a general meeting have approved it. Shareholders are being asked to approve a final dividend of 1.54 euro cents per ordinary share which, together with the interim dividend of 1.00 euro cents per ordinary share, would represent a full year dividend of 2.54 euro cents per ordinary share in respect of the year ended 31 December 2022. The dividend will be converted to Sterling at a fixed rate on 26 May 2023 (the 'Dividend Record Date'). If you approve the recommended final dividend, it will be paid on 23 June 2023 to all shareholders on the register at the close of business on the Dividend Record Date.

Resolutions 4 to 13: Election and Re-election of Directors

Resolutions 4 to 13 seek your approval to elect and re-elect the relevant individuals as Directors. In accordance with the 2018 UK Corporate Governance Code (the 'Code'), all of the Directors of the Company will retire at the AGM and offer themselves for election or re-election, with the exception of Ron Hundzinski. The biographies of each of these Directors are included in the Report and Accounts at pages 72-74. The Board has confirmed, following a performance review, that each of the Directors seeking election or re-election continue to perform effectively, demonstrate commitment to the role and that all Directors are sound in character and judgement. The consideration on effectiveness is based on, amongst other areas, the business skills and industry experience that the Directors each bring to the role, which is, and continues to be important to the Company's long-term sustainable success.

Resolution 4 relates to the re-election of Tim Cobbold who is the Non- Executive Chairman. Resolutions 5, 9, 10 and 11 relate to the election and re-election of Julie Baddeley, Jane Lodge, Elaine Sarsynski, Trudy Schoolenberg and John Smith as Independent Non-Executive Directors, who together with Mr. Cobbold, are the Directors that the Board has determined are independent directors for the purposes of the Code (the 'Independent Non-Executive Directors').

Having considered the performance and contribution of each of the Independent Non-Executive Directors, the Board considers that each of the Independent Non-Executive Directors continues to be effective and to demonstrate commitment to the role. Taking into consideration the guidance provided by the Code, along with the experience and standing of each of the Independent Non-Executive Directors, the Board is satisfied that each of the Independent Non-Executive Directors offering themselves for election and re-election is independent in character and there are no relationships or circumstances which are likely to affect their character or judgement.

The Company is required to comply with the provisions of the UK Listing Rules (the 'Listing Rules') relating to controlling shareholders and the election and re-election of the Independent Non-Executive Directors of the Company. For the purposes of the Listing Rules BC Omega Holdco, Ltd. (representing funds managed by Bain Capital) is a controlling shareholder of the Company, as a result of them exercising or controlling more than 30% of the voting rights of the Company. As such, the election and re-election of any (Independent) Director by shareholders must be approved by a majority vote of both:

1. The shareholders of the Company; and
2. The independent shareholders of the Company (that is the shareholders of the Company entitled to vote on the election of Directors who are not controlling shareholders of the Company).

Resolutions 4, 5, 6, 7, 9, 10 and 12 are therefore being proposed as ordinary resolutions which all shareholders may vote on, but in addition, the Company will separately count the number of votes cast by independent shareholders in favour of the resolutions (as a proportion of the total votes of independent shareholders cast on the resolution) to determine whether the second threshold referred to in (ii) above has been met. The Company will announce the results of Resolutions 4, 5, 6, 7, 9, 10 and 12 on this basis as well as announcing the results of the ordinary resolutions of the shareholders.

Under the Listing Rules, if a resolution to elect or re-elect an Independent Non-Executive Director is not approved by majority vote of both the shareholders as a whole and the independent shareholders of the Company at the AGM, a further resolution may be put forward to be approved by the shareholders as a whole at a general meeting which must be held more than 90 days after the date of the first vote but within 120 days of the first vote. Accordingly, if any of Resolutions 4, 5, 6, 7, 9, 10 and 12 are not approved by a majority vote of the Company's independent shareholders at the AGM, the relevant Director(s) will be treated as having been re-elected only for the period from the date of the AGM until the earlier of i) the close of any general meeting of the Company, convened for a date more than 90 days after the AGM but within 120 days of the AGM to propose a further resolution to re-elect him; ii) the date which is 120 days after the AGM; and iii) the date of any announcement by the Board that it does not intend to hold a second vote.

In the event that the Director's election or re-election is approved by a majority vote of all shareholders at a second meeting, the Director will then be elected or re-elected until the next AGM.

The Listing Rules also require the Company to provide the following details:

1. none of the Independent Non-Executive Directors has any existing or previous relationships, transactions or arrangements with the Company, or any of its Directors, any controlling shareholder or any other associate of a controlling shareholder; and
2. the Company's Nomination Committee considers the appointment and replacement of Directors and will use open advertising or the services of external advisers to facilitate the search to find suitable candidates for the Board.

Resolution 14: Reappointment of PricewaterhouseCoopers LLP as auditors

The auditors of a company must be appointed at each general meeting at which accounts are laid.

This Resolution seeks your approval to re-appoint PricewaterhouseCoopers LLP as auditors of the Company and to hold office until the conclusion of the next AGM of the Company at which accounts are laid.

Resolution 15: Remuneration of PricewaterhouseCoopers LLP

Shareholders are being asked to authorise the Directors to determine PricewaterhouseCoopers LLP's remuneration as auditors.

Resolution 16: Authority to allot shares

The Act provides that Directors shall only allot shares with the authority of shareholders given at a general meeting. The authority given to the Directors at the last general meeting held on 18 May 2022 to allot shares pursuant to section 551 of the Act expires on the date of the AGM.

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Resolution 16 will be proposed as an ordinary resolution for the renewal of the Directors' general authority to issue shares in the Company. The authority under paragraph (a) of the resolution will allow the Company to allot shares and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £1,734,230 representing approximately one-third of the current issued ordinary share capital of the Company (excluding treasury shares) as

at 4 April 2023 (being the last practicable date prior to publication of this document). In addition, in line with the guidance issued by the Investment Association, paragraph (b) of the resolution seeks authority for the Directors to allot shares by way of a pre-emptive rights issue up to an aggregate nominal amount of £1,734,230 representing a further one-third of the current issued ordinary share capital of the Company (excluding treasury shares). This authority sought under this resolution will expire at the conclusion of the AGM in 2024. The Directors have no present intention of exercising either of these authorities.

The Company held nil shares in treasury as at 4 April 2023 being the last practicable date prior to publication of this document.

Resolutions 17 and 18: Disapplication of pre-emption rights*

The Act also provides that if the Company allots new shares or sells treasury shares for cash, it must first offer these securities to existing shareholders in proportion to their existing holdings, unless such preemption rights are disapplied by shareholders under the Act. The authority given to the Directors at the AGM held on 18 May 2022 to allot shares for cash on a non-pre-emptive basis pursuant to the Act expires on the date of the AGM.

Resolution 17 will authorise the Directors to allot equity securities or sell pursuant to the authority given under Resolution 16 or cash in connection with (i) a pre-emptive offer, or (ii) on a non-pre-emptive basis up to a maximum aggregate nominal amount of £520,269, representing approximately 10% of the Company's issued ordinary share capital as at 4 April 2023 (being the last practicable date prior to publication of this document), and (iii) in connection with an issuance on a non-pre-emptive basis up to a maximum aggregate nominal amount of £104,054 for the purposes of a follow-on offer of a kind contemplated by the Pre-emption Group's Statement of Principles (the 'Pre-emption Principles'), in each case without the shares first being offered to existing shareholders in proportion to existing holdings. The Directors have no present intention of exercising this authority.

This disapplication authority is in line with institutional shareholder guidance, and in particular with the Pre-emption Principles. The Preemption Principles were revised in November 2022 to allow the authority for an issue of shares otherwise than in connection with a pre-emptive offer to be increased from 10% to 20% of the Company's issued ordinary share capital, provided that the Company confirms that it intends to use the additional 10% authority only in connection with an acquisition or specified capital investment. The disapplication authority also allows the Company to issue a further 2% of the Company's issued ordinary share capital in connection with each of a non-pre-emptive offer and an acquisition or specified capital investment for the purposes of a follow-on offer, provided that the Directors determine that the follow-on offer is of a kind contemplated by the Pre-emption Principles.

Resolution 18 will additionally authorise the Board to allot new shares (or sell treasury shares) for cash, without the shares first being offered to existing shareholders in proportion to their existing holdings, (i) up to a nominal amount of £520,269 (that is approximately 10% of the Company's issued ordinary share capital as at 4 April 2023, being the last practicable date prior to publication of this document) 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 (ii) in connection with an acquisition or specified capital investment up to a maximum aggregate nominal amount of £104,054 for the purposes of a follow-on offer of a kind contemplated by the Preemption Principles.

The Board also confirms that it does not have any present intention to exercise the authority sought under resolutions 17 and 18, however, the Board considers it is appropriate for it to seek the flexibility that the authority provides and that the authority sought in resolutions 17 and 18 is in the best interest of the Company.

The authorities sought under resolutions 17 and 18 will expire at the end of the 2024 AGM.

Resolution 19: Purchase of own shares*

Resolution 19 will be proposed as a special resolution to grant the Company authority to purchase its own shares in the market during the period from the end of the 2024 AGM until the earlier of the close of business on 16 August 2024 or the end of the 2024 AGM. The authority to purchase is for the maximum amount of 52,026,914 ordinary shares, representing approximately 10% of the Company's issued ordinary share capital in issue as at 4 April 2023 (being the last practicable date prior to publication of this document). The maximum price payable for each ordinary share, exclusive of expenses, shall be the higher of (i) an amount equal to 5% above the average price of the middle market quotation as derived from the Daily Official List of London Stock Exchange plc for the ordinary shares for the five business days before the purchase is made and, (ii) the higher of the price of the last independent trade and highest current independent bid on the trading venue where the purchase is carried out at the relevant time. The minimum price payable for each ordinary share, exclusive of expenses, shall not be less than £0.01 per share, being the nominal value of the ordinary shares.

It is the Directors' intention only to exercise the authority to purchase the Company's shares where it could be expected to result in an increase the earnings per share of the ordinary shares. This authority will only be used if the Directors consider that to do so would be in the best interests of shareholders generally. Ordinary shares purchased by the Company pursuant to this authority may be held in treasury or cancelled. Holding the shares in treasury would give the Company the ability to re-issue treasury shares quickly and cost effectively and would provide the Company with greater flexibility in the management of its capital base.

The total number of awards to subscribe for ordinary shares outstanding as at 4 April 2023 (being the last practicable date prior to publication of this document), was [19,149,299] representing approximately [3.68%] of the Company's issued ordinary share capital at that date. If the existing share purchase authority given on 18 May 2022 (to the extent not already utilised) and the authority being sought under this resolution were utilised in full, the issued ordinary share capital would be reduced by an equivalent amount and the outstanding awards and options would represent approximately [3.68%] of the issued ordinary share capital as at 4 April 2023 (being the last practicable date prior to publication of this document).

Resolution 20: Political donations

Resolution 20 will be proposed as an ordinary resolution to authorise the Company to make political donations and incur political expenditure in the EU for the period from the date of the AGM to the conclusion of the 2024 AGM up to a maximum aggregate amount of £300,000. Part 14 of the Act requires companies to obtain the approval of shareholders before political donations exceeding £5,000 in aggregate in any 12 month period are made to (i) political parties, (ii) other political organisations, and (iii) independent election candidates.

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Although the Company does not make what are usually regarded as political donations, it may incur expenditure on such items as sponsorship or attendance at political discussions and business liaison events organised by political parties within the EU on a non-partisan basis in order to make them aware of industry trends and key arguments affecting our industry, as well as supporting the work of think-tanks. Some of

our activities may be caught by the broad definitions in the Act, and this resolution is being proposed on a precautionary basis to allow the Company to continue its current activities. The policy of not giving any cash contribution, to political parties or independent election candidates will continue.

Resolution 21: Notice of general meetings*

Section 307A of the Act provides that a general meeting of a 'traded company' must be called by at least 21 days' notice but may be called by at least 14 days' notice if three conditions are met.

The three conditions are that:

1. the meeting is not an AGM;
2. the company offers 'the facility for shareholders to vote by electronic means accessible to all shareholders'. This condition is met if there is a facility to appoint a proxy by means of a website; and
3. shareholders have approved the holding of general meetings on 14 clear days' notice by passing a special resolution at the previous AGM or at a general meeting held since then.

The Directors consider it desirable that they have the option to call general meetings of the Company, other than the AGM, on at least 14 clear days' notice if there are circumstances where that is appropriate. The Directors will only use such authority when to do so would clearly be advantageous to shareholders as a whole and the matter to be considered is time sensitive. Resolution 21 which will be proposed as a special resolution, will implement this proposal and the authority of this resolution will expire at the conclusion of the 2024 AGM when it is intended that a similar resolution will be proposed in order to renew this authority.

Documents available for inspection

The following documents are available for inspection at the registered office of the Company during usual business hours on any weekday (public holidays excepted) from the date of the Notice of AGM until the conclusion of the AGM:

• a copy of the Company's articles of association;
• copies of the service contracts and letters of appointment of the Directors; and
• the Report and Accounts.

Recommendation

The Directors believe that all the proposed Resolutions to be considered at the AGM are in the best interests of the Company and its shareholders as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of the Resolutions, as they intend to do in respect of their own beneficial holdings, totalling [1,724,049] ordinary shares, in aggregate, and representing [0.33%] of the issued ordinary share capital of the Company as at 4 April 2023, being the last practicable date prior to publication of this document.

Yours sincerely

Tim Cobbold

Chair

Notice of Annual General Meeting 2023 Notice is hereby given that the 2023 Annual General Meeting (the 'AGM') of the Company will be held at the offices of Latham & Watkins (London) LLP, 99 Bishopsgate, London EC2M 3XF on 16 May 2023 at 9 am for the following purposes:

All resolutions are ordinary resolutions except resolutions 17, 18, 19 and 21 which are proposed as special resolutions.

REPORT AND ACCOUNTS

1. To receive and adopt the Company's Annual Report and Accounts for the year ended 31 December 2022 together with the Reports of the Directors and of the Auditor thereon.

REMUNERATION

2. To approve the Directors' Remuneration Report for the year ended 31 December 2022 as set out on pages 90-105 of the Annual Report.

DIVIDEND

3. To declare a final dividend for the year ended 31 December 2022 of [1.54] euro cents per ordinary share, to be paid on 23 June 2023 to members whose names appear on the register of members at the close of business on 26 May 2023.

ELECTION AND RE-ELECTION OF DIRECTORS

To elect or re-elect the following directors who are seeking annual reelection in accordance with the UK Corporate Governance Code:

1. To re-elect Tim Cobbold as a Director
2. To re-elect Julie Baddeley as a Director
3. To elect Alexander De Bock as a Director
4. To re-elect Hans Dieltjens as a Director
5. To re-elect Susan Levine as a Director
6. To elect Jane Lodge as a Director
7. To re-elect Elaine Sarsynski as a Director
8. To elect Trudy Schoolenberg as a Director
9. To re-elect John Smith as a Director
10. To re-elect Stephen Thomas as a Director

AUDITORS

1. To re-appoint PricewaterhouseCoopers LLP as auditors to the Company, to hold office until the conclusion of the next general meeting at which accounts are laid before the Company.
2. To authorise the Directors to determine the remuneration of the auditors to the Company.

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AUTHORITY TO ALLOT SHARES

16. THAT, the Board be generally and unconditionally authorised, in substitution for all subsisting authorities, in accordance with section 551 of the Companies Act 2006 (the 'Act') to exercise all 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:

1. up to an aggregate nominal amount of £1,734,230; and
2. comprising equity securities (as defined in section 560 of the Act), up to a further aggregate nominal amount of £1,734,230 in connection with a rights issue:
3. 1. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
   2. to holders of other equity securities as required by the rights of those securities or as the Board otherwise considers necessary, and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal and regulatory or practical problems in, or under the laws of any territory or any other matter,

provided that such authority shall expire on the conclusion of the next AGM of the Company after the passing of this resolution, but during this period the Company may make offers and enter into agreements which would or might require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Board may allot shares and grant rights to subscribe for or convert securities into shares in the Company under any such offer or agreement as if the authority had not ended.

AUTHORITY TO DISAPPLY PRE-EMPTION RIGHTS *

17. THAT, subject to the passing of resolution 15 as set out above, the Board be empowered to allot equity securities (as defined by section

560 of the Act) in the Company for cash:

1. pursuant to the authority conferred by paragraph (a) in resolution 15 as set out above, or where each allotment of equity securities by virtue of section 560(3) of the Act, as if section 561(1) of the Act did not apply to such allotment or sale, in each case:
2. 1. in connection with a pre-emptive offer;
   2. otherwise than in connection with a pre-emptive offer, up to an aggregate nominal amount of £520,269; and
   3. otherwise than in connection with an offer under paragraphs (a)(i) and (ii) above, up to a nominal amount equal to 20% of any allotment of equity securities from time to time under paragraph (a)(ii) above, such authority to be used only for the purposes of making a follow-on offer which the Board determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre- Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice; and
3. pursuant to the authority conferred under paragraph (b) of resolution 15 above, in connection with a rights issue, as if section 561(1) of the Act did not apply to such allotment or sale,

provided that such authority shall expire on the conclusion of the next AGM of the Company after the passing of this resolution, but so that the Company may make offers and enter into agreements during this period which would, or might require equity securities to be allotted and treasury shares to be sold after the expiry of such authority and the Board may allot equity securities and sell treasury shares in pursuance of any such offer and agreement as if the authority had not expired.

For the purposes of this resolution, 'pre-emptive offer' means an offer of equity securities open for acceptance for a period fixed by the Directors to (a) holders of shares in proportion to their respective holdings, and (b) other persons so entitled by virtue of rights attaching to any other equity securities held by them, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of any territory or any other matter.