TT ELECTRONICS PLC — AGM Information 2017

Aug 10, 2017

TT Electronics plc (the "Company") Company Number: 87249

Resolution of the Company passed on 10 August 2017

At a General Meeting of the Company, duly convened and held at One Bishops Square, London E1 6AD on 10 August 2017 at 10.30am the following resolution was passed as an ordinary resolution.

ORDINARY RESOLUTION

Resolution 1:

That:

• a) the proposed disposal by the Company of its Transportation Sensing and Control business (the Disposal) substantially on the terms and subject to the conditions of the share purchase agreement dated 19 July 2017 between the Company. AVX Limited and AVX Corporation (the Sale Agreement), as described in the circular to the Company's shareholders dated 24 July 2017 (the Circular) and all other agreements and ancillary documents contemplated by the Sale Agreement, be and are approved with any changes as are permitted in accordance with resolution (b) below; and
• b) the directors of the Company (the Directors) (or any duly authorised committee of the Directors) be and are authorised:
• to do or procure to be done all such acts and things on behalf of the Company $(i)$ and any of its subsidiaries as the Directors (or any duly authorised committee of the Directors) consider necessary, expedient or desirable in connection with. and to implement, the Disposal; and
• (ii) to agree such modifications, variations, revisions, waivers, extensions, additions or amendments (not being modifications, variations, revisions, waivers, extensions, additions or amendments of a material nature) as the Directors (or any duly authorised committee of the Directors) may in their absolute discretion deem necessary, expedient or desirable in connection with the Disposal.

I hereby certify the above to be a true extract

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L D Boardman Group Company Secretary 10 August 2017