TI Fluid Systems PLC — Proxy Solicitation & Information Statement 2024

Apr 5, 2024

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TI Fluid Systems

ADMISSION CARD

Annual General Meeting of TI Fluid Systems plc to be held on 14 May 2024 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 2023 and Notice of Annual General Meeting 2024 ('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 2023 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.

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Please indicate your vote by marking a 'X' in the appropriate boxes

Resolutions	*Special resolution	For	Against	Vote withheld
1. To receive and adopt the Company's Annual Report and Accounts for the year ended 31 December 2023 together with the Reports of the Directors and of the Auditors thereon	☐	☐	☐	☐
2. To approve the Directors' Remuneration Report	☐	☐	☐	☐
3. To approve the Directors' Remuneration Policy	☐	☐	☐	☐
4. To declare a final dividend of 4.53 euro cents per share	☐	☐	☐	☐
5. To re-elect Tim Cobbold as a Director	☐	☐	☐	☐
6. To re-elect Julie Baddeley as a Director	☐	☐	☐	☐
7. To re-elect Alexander De Bock as a Director	☐	☐	☐	☐
8. To re-elect Hans Dieltjens as a Director	☐	☐	☐	☐
9. To re-elect Jane Lodge as a Director	☐	☐	☐	☐
10. To re-elect Elaine Sarsynski as a Director	☐	☐	☐	☐
11. To re-elect Trudy Schoolenberg as a Director	☐	☐	☐	☐
12. To re-elect John Smith as a Director	☐	☐	☐	☐
13. To re-elect Stephen Thomas as a Director	☐	☐	☐	☐
14. To re-appoint PricewaterhouseCoopers LLP as auditors	☐	☐	☐	☐
15. To authorise the Directors to determine the remuneration of the auditors	☐	☐	☐	☐
16. To authorise to allot shares	☐	☐	☐	☐
17. To disapply pre-emption rights*	☐	☐	☐	☐
18. To further disapply pre-emption rights in connection with an acquisition or other capital investment*	☐	☐	☐	☐
19. To authorise the Company to purchase its own shares*	☐	☐	☐	☐
20. To authorise the Company to make political donations and incur political expenditure	☐	☐	☐	☐
21. To permit general meetings (other than the Annual General Meeting) to be called on 14 clear days' notice*	☐	☐	☐	☐

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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 10 May 2024 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.

2. All members are entitled to attend and vote at the meeting, whether or not they have returned a form of proxy.

3. 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.

4. 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.

5. 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

6. 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 10 May 2024 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.

7. 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 0121 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.

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Freepost RTHJ-CLLL-KBKU
Equiniti
Aspect House
Spencer Road
LANCING
BN99 8LU