Tyman PLC — Proxy Solicitation & Information Statement 2017

Mar 30, 2017

I/We.....................................................................................................................................................................................................................................................................................................

of ........................................................................................................................................................................................................................................................................................................... (BLOCK CAPITALS PLEASE)

being (a) member(s) of Tyman plc appoint the Chairman of the meeting

or (see note 2) .................................................................................................................................................................................................................................................................................

of ...........................................................................................................................................................................................................................................................................................................

as my/our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting of the Company (the "Meeting") to be held at the offices of Pinsent Masons LLP, 30 Crown Place, Earl Street, London EC2A 4ES on 12 May 2017 at 10.30 am and at any adjournment thereof.

Please indicate with an "X" in the spaces provided how you wish your votes to be cast on the resolutions specified.

Resolution	For	Against	Vote withheld	*
(The resolutions are set out in full in the Notice of Meeting)
1. To receive and adopt the audited financial statements for the year ended 31 December 2016.
2. To declare a final dividend of 7.50 pence per ordinary share.
3. To approve the Directors' remuneration policy.
4. To approve the Directors' remuneration report for the year ended 31 December 2016.
5. To re-elect Martin Towers as a Director.
6. To re-elect James Brotherton as a Director.
7. To elect Helen Clatworthy as a Director.
8. To re-elect Louis Eperjesi as a Director.
9. To re-elect Mark Rollins as a Director.
10. To re-elect Angelika Westerwelle as a Director.
11. To re-appoint PricewaterhouseCoopers LLP as auditors of the Company.
12. To authorise the Directors to set the auditors' remuneration.
13. To permit the Company to make political donations.
14. To authorise the Directors to allot securities, up to an aggregate nominal amount of £5,928,755.
15. To authorise the Directors to allot securities free from pre-emption rights, subject to certain specified limitations.
16. To disapply statutory pre-emption rights under section 561 of the Companies Act in relation to acquisitions or other capital investments.
17. To authorise the Company to purchase its own shares.
18. To authorise the calling of general meetings on not less than 14 clear days' notice.

PLEASE NOTE: COMPLETED FORMS MUST BE RETURNED NO LATER THAN 10.30 AM ON 10 MAY 2017

Subject to any voting instructions so given, the proxy will vote, or may abstain from voting, on any resolution as he may think fit.

Signature ....................................................................................................................................................................Dated this ........................... day of .........................................2017

NOTES

• 1. A member of the Company entitled to attend and vote at the Annual General Meeting is also entitled to appoint a proxy or proxies to attend, speak and vote instead of him. A member may appoint more than one proxy in relation to the Meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member. A proxy need not be a member of the Company. Appointment of a proxy will not preclude a member from attending and voting in person at the Meeting.
• 1. If you so desire you may delete the words "the Chairman of the meeting" and insert the name of your own choice of proxy, who need not be a member of the Company. Please initial such alteration. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box marked "*" next to the name of the proxy you are appointing the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this Form of Proxy has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
• 1. The Form of Proxy must be lodged at the Company's UK Registration Agent, Capita Asset Services, PXS1, 34 Beckenham Road, Beckenham BR3 4ZF, by 10.30 am on 10 May 2017 in respect of the meeting. In default the proxy cannot be treated as valid. You can vote electronically at www.capitashareportal.com.
• 1. Alternatively, in the case of CREST members, voting may be effected by using the CREST electronic proxy appointment service. CREST members who wish to utilise the CREST service may do so by following the procedures described in the CREST manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message must be transmitted so as to be received by the Company's agent, Capita Registrars (whose CREST ID is RA10), by the specified latest time for receipt of proxy appointments specified in the Notice of Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed.
• 1. A corporation should execute the Form of Proxy under its common seal or otherwise in accordance with Section 44 of the Companies Act 2006 or under the hand of an officer or attorney duly authorised whose power of attorney or other authority should be enclosed with the Form of Proxy.
• 1. If this Form of Proxy is executed under a power of attorney or other authority, such power of attorney or other authority or a notarially certified copy thereof must be lodged with the registrars with the Form of Proxy.
• 1. In the case of joint holders the vote of the senior joint member shall be accepted to the exclusion of the other joint holders, seniority being determined by the order in which the names stand in the register of members in respect of the joint holding.
• 1. You can instruct your proxy how to vote on each resolution by ticking the "For" and "Against" boxes as appropriate (or entering the number of shares which you are entitled to vote). If you wish to abstain from voting on any resolution please tick the box which is marked "Vote withheld". It should be noted that a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes "For" and "Against" a resolution. If you do not indicate on the Form of Proxy how your proxy should vote, he/she can exercise his/her discretion as to whether, and if so how, he/she votes on each resolution, as he/she will do in respect of any other business (including amendments to resolutions) which may properly be conducted at the meeting.