TI Fluid Systems PLC — Proxy Solicitation & Information Statement 2022

Apr 11, 2022

Please detach and retain this section.

ADMISSION CARD

Annual General Meeting of TI Fluid Systems plc to be held on 18 May 2022 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.

NOTICE OF AVAILABILITY – Important; please read carefully.

You can now access the Annual Report and Accounts 2021 and Notice of Annual General Meeting 2022 (`Notice of AGM') at www.tifluidsystems.com.

You can submit your proxy online at www.sharevote.co.uk using the details on the form of proxy below.

You are recommended to read the Notice of AGM and Annual Report and Accounts 2021 before deciding how to vote.

Shareholder Reference Number:

Please read the explanatory notes overleaf and the notes accompanying the Notice of Meeting for full instructions.

DETACH HERE

Voting ID	Task ID	Shareholder Reference Number
Please detach and post this section. Alternatively, you can vote			Please indicate your vote by marking a 'X' in the appropriate boxes.				Vote
electronically at www.sharevote.co.uk using the above numbers. FORM OF PROXY I/We			Resolutions		For	Against	withheld
		1.	To receive and adopt the Company's Annual Report and Accounts for the year ended 31 December 2021 together with the Reports of the Directors and of the Auditors thereon
		2.	To approve the Directors' Remuneration Report
being (a) member(s)/a person nominated by (a) member(s) of the above-named Company to exercise the right to appoint a proxy, pursuant to Article 48 of the articles of association of the Company, hereby appoint the Chairman of the meeting or		3.	To declare a final dividend of 1.46 euro cents per share
		4.	To re-elect Tim Cobbold as a Director
		5.	To elect Hans Dieltjens as a Director
of		6.	To re-elect Ron Hundzinski as a Director
(See Note 5 overleaf) as my/our proxy or proxies to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 18 May 2022 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 and at any adjournment of that meeting and to vote at that meeting as indicated below. Please indicate how you wish your proxy or proxies to vote by inserting 'X' in the box below. Where no 'X' is inserted, and on any other resolutions proposed at the meeting, your proxy will vote or abstain from voting as he/she thinks fit. Please tick here if this proxy appointment is one of multiple proxies being made (and refer to Note 5 overleaf).		7.	To elect Julie Baddeley as a Director
		8.	To re-elect Susan Levine as a Director
		9.	To re-elect Elaine Sarsynski as a Director
			10. To re-elect John Smith as a Director
			11. To re-elect Stephen Thomas as a Director
			12. To re-elect Jeff Vanneste as a Director
			13. To re-appoint PricewaterhouseCoopers LLP as auditors
			14. To authorise the Directors to determine the remuneration of the auditors
Name (BLOCK LETTERS)			15. To authorise the Directors to allot shares
			16. To disapply pre-emption rights*
Address (BLOCK LETTERS)			17. To further disapply pre-emption rights in connection with an acquisition or other capital investment*
			18. To authorise the Company to purchase its own shares*
Signature	Date		19. To authorise the Company to make political donations and incur political expenditure
			20. To permit general meetings (other than the Annual General meeting) to be called on 14 clear days' notice*
			*Special resolution

• 1. The right of members to vote at the Annual General Meeting is determined by reference to the register of members. As permitted by section 360B(3) of the Act and Regulation 41 of the Uncertificated Securities Regulations 2001, shareholders (including those who hold shares in uncertificated form) must be entered on the Company's share register at 6.30 pm on 16 May 2022 in order to be entitled to attend and vote at the Annual General Meeting. Such shareholders may only cast votes in respect of shares held at such time. Changes to entries on the relevant register after that time shall be disregarded in determining the rights of any person to attend or vote at the meeting.
• 1. All members are entitled to attend and vote at the meeting, whether or not they have returned a form of proxy.
• 1. To be effective, this form of proxy, duly executed together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) must be lodged at the Company Registrars at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, not less than 48 hours (excluding any part of a day which is a non-working day) before the time appointed for the holding of the meeting or adjourned meeting.
• 1. A member can appoint a proxy electronically by visiting www.sharevote.co.uk. You will need your Voting I.D., Task I.D. and Shareholder Reference Number (this is the series of numbers printed under your name on the Form of Proxy). Full instructions are given on the website. The proxy appointment and instructions should reach Equiniti Limited not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof.
• 1. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID RA19) not later than 48 hours before the time appointed for holding the meeting, or 48 hours before any adjourned meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 1. If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 9.00 am on 16 May 2022 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.
• 1. If any other proxy is preferred, delete the words 'the Chairman of the Meeting or;' insert the full name of the proxy or proxies you wish to appoint and initial the alternation. If you are appointing more than one proxy you must indicate the number of shares in respect of which you are making this appointment, you should include the number in the box provided for your first named proxy and either obtain (an) additional proxy form(s) from the Registrars by phone on 0371 384 2030. Non-UK callers should dial +44 (0)212 415 7047. Lines are open 8.30 am to 5.30 pm, Monday to Friday (excluding public holidays in England and Wales). Or you may photocopy this form. Please return all the forms together and tick the box to indicate each form is one of multiple instructions being given. Please take care when completing the number of shares; if the total number of shares exceeds the total held by the member, all appointments may be invalid.