THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

PART TWO (EXPLANATORY STATEMENT) OF THIS DOCUMENT COMPRISES AN EXPLANATORY STATEMENT IN COMPLIANCE WITH SECTION 897 OF THE COMPANIES ACT AND DETAILS OF A PROPOSED TRANSACTION WHICH, IF IMPLEMENTED, WILL RESULT IN THE CANCELLATION OF THE ADMISSION TO TRADING OF TYMAN SHARES ON THE LONDON STOCK EXCHANGE'S MAIN MARKET FOR LISTED SECURITIES.

If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000, if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are taking advice in a territory outside the United Kingdom.

If you have sold or otherwise transferred all of your Tyman Shares, please send this document and the accompanying documents (but not the personalised Forms of Proxy and Form of Election (as relevant)) at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. However, such documents should not be forwarded or transmitted in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. If you have sold or otherwise transferred part only of your holding of Tyman Shares, please retain these documents and consult the stockbroker, bank or other agent through whom the sale or transfer was effected. If you have recently purchased or otherwise been transferred Tyman Shares, notwithstanding receipt of this document and any accompanying documents from the transferor, you should contact Tyman's registrar, Link Group, on the telephone numbers set out in this document to obtain personalised Forms of Proxy and a Form of Election.

The release, publication or distribution of this document and/or the accompanying documents (in whole or in part) in or into jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

Recommended cash and share offer for

Tyman plc

Quanex Building Products Corporation

to be implemented by means of a scheme of arrangement of Tyman plc under Part 26 of the Companies Act 2006

This document (including any documents incorporated into it by reference), together with the accompanying Forms of Proxy and Form of Election, as relevant, should be read as a whole. Your attention is drawn to the letter from the Chairman of Tyman in Part One (Letter from the Chairman of Tyman plc) of this document, which contains the unanimous recommendation of the Tyman Directors that you vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting. A letter from Greenhill explaining the Scheme appears in Part Two (Explanatory Statement) of this document and constitutes an explanatory statement in compliance with section 897 of the Companies Act.

Action to be taken by Tyman Shareholders and Scheme Shareholders is set out on pages 12 to 17 and in paragraph 20 of Part Two (Explanatory Statement) of this document. Tyman Shareholders are asked to complete and return the enclosed blue and yellow Forms of Proxy (or appoint a proxy electronically as referred to in this document) in accordance with the instructions printed thereon as soon as possible, but in any event so as to be received by Link Group not later than 48 hours before the relevant Meeting (excluding any part of such 48-hour period falling on a non-business day) (or in the case of any adjournment, not later than 48 hours before the time fixed for the adjourned meeting). Tyman Shareholders who hold Tyman Shares in CREST may also appoint a proxy using CREST or online by following the instructions set out in the Forms of Proxy, Form of Election and this document.

Notices of the Court Meeting and the General Meeting of Tyman, each of which will be held at the offices of Latham & Watkins, 99 Bishopsgate, London, EC2M 3XF on 12 July 2024, are set out on pages 145 to 152 of this document. The Court Meeting will start at 2:30 p.m. on that date and the General Meeting at 2:45 p.m. or as soon thereafter as the Court Meeting is concluded or adjourned.

Scheme Shareholders and Tyman Shareholders are strongly encouraged to appoint "the Chair of the Meeting" as their proxy.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of opinion of Scheme Shareholders. Whether or not you intend to attend and/or vote at the Meetings, you are therefore strongly advised to sign and return your blue Form of Proxy (by post) or transmit a proxy appointment and voting instruction (electronically online or through CREST) for the Court Meeting as soon as possible. The completion and return of the Forms of Proxy (by post) (or transmission of a proxy appointment or voting instruction electronically, online, through CREST or by any other procedure described in this document) will not prevent you from attending, speaking and voting at the Court Meeting or the General Meeting, if you are entitled to and wish to do so.

If the blue Form of Proxy for the Court Meeting is not lodged by the relevant time, it may be handed to Tyman's registrars Link Group, on behalf of the Chair of the Court Meeting before the start of the Court Meeting. If the yellow Form of Proxy for the General Meeting is not lodged by the relevant time, it will be invalid.

Any changes to the arrangements for the Court Meeting and the General Meeting will be communicated to Tyman Shareholders and Scheme Shareholders before the Meetings, including through Tyman's website https://www.tymanplc.com/investor-relations and by announcement through a Regulatory Information Service.

IMPORTANT NOTICE TO SCHEME SHARHEOLDERS WITH TYMAN SHARES IN CERTIFICATED FORM (THOSE HOLDING TYMAN SHARE CERTIFICATES)

Eligible Scheme Shareholders who hold Scheme Shares in certificated form are encouraged to transfer their Scheme Shares into uncertificated form (that is, in electronic form within the CREST settlement system) in good time prior to the Scheme Record Time in order that their interests in New Quanex Shares may be more readily transferrable and not subject to US withholding taxes otherwise applied in respect of interests in New Quanex Shares held directly by non-US investors. Scheme Shareholders should contact their broker for details of how to arrange such a transfer. Scheme Shareholders holding in certificated form at the Scheme Record Time will receive an account statement of ownership of New Quanex Shares from Equiniti as soon as practicable after the Effective Date. Scheme Shareholders who are resident outside the United States and are holding their Scheme Shares in certificated form should note that US withholding taxes may be applied in respect of any dividends or other distributions made by Quanex, and the Quanex Transfer Agent shall contact such persons regarding their US tax status.

IMPORTANT NOTICE TO SCHEME SHAREHOLDERS WITH TYMAN SHARES IN UNCERTIFICATED FORM (SHARES HELD IN CREST)

Eligible Scheme Shareholders who hold Scheme Shares in uncertificated form (that is, in electronic form within the CREST settlement system) and who wish to hold New Quanex Shares directly or through a US brokerage account via DRS rather than hold Quanex CDIs (representing an entitlement to New Quanex Shares) through CREST are encouraged to transfer their Scheme Shares into certificated form (that is, in materialised form through a Tyman share certificate). Such shareholders should make the appropriate arrangements in good time prior to the Scheme Record Time in order to avoid incurring cross-border transaction fees which may be incurred after the Scheme Record Time should such shareholders wish to transfer the New Quanex Shares underlying such Quanex CDIs from the depository structure for the Quanex CDIs into a US brokerage account via DRS. Shareholders should read Part Sixteen (Q&A for Holders of Uncertificated Tyman Shares) of this document for further details.

Elections

If you are an eligible Tyman Shareholder who holds Tyman Shares in certificated form (that is, not CREST) and you wish to make an election under the Capped All-Share Alternative, please complete the green Form of Election in accordance with the instructions printed on such form and return it by post to Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL, or, if you hold your Tyman Shares through CREST, submit a TTE Instruction in respect of all of your Tyman Shares, in each case so as to reach Link Group by no later than the Election Return Time.

Full instructions as to how to elect for the Capped All-Share Alternative are set out in Part Ten (How to make an election for the Capped All-Share Alternative) of this document.

If you wish to receive the Main Offer for all the Tyman Shares that you hold at the Scheme Record Time and do not wish to make an election in respect of all the Scheme Shares you hold under the Capped All-Share Alternative, you are not required to return the green Form of Election or make a TTE Instruction electing for the Capped All-Share Alternative.

Other important information

Certain terms used in this document are defined in Part Twelve (Definitions) of this document.

If you have any questions about this document, the Court Meeting or the General Meeting, or how to complete the Forms of Proxy or Form of Election or to submit your proxies electronically, call Link Group, on +44 (0) 371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9:00 a.m. to 5:30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that helpline operators cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Greenhill, an affiliate of Mizuho, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as lead financial adviser to Tyman and for no one else in connection with the Transaction and will not be responsible to anyone other than Tyman for providing the protections afforded to its clients nor for providing advice in relation to the Transaction, the contents of this document or any other matters referred to in this document. Neither Greenhill nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Greenhill in connection with the Transaction, this document and any statement contained herein or otherwise.

Deutsche Numis, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Tyman and no one else in connection with the matters described in this document and will not be responsible to anyone other than Tyman for providing the protections afforded to clients of Deutsche Numis, or for providing advice in connection with the matters referred to herein. Neither Deutsche Numis nor any of its group undertakings or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Deutsche Numis in connection with this document or any matter referred to herein.

UBS is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the PRA and subject to regulation in the United Kingdom by the FCA and limited regulation in the United Kingdom by the PRA. UBS is acting exclusively as sole financial adviser to Quanex and for no one else in connection with the Transaction and will not be responsible to anyone other than Quanex for providing the protections afforded to its clients nor for providing advice in relation to the Transaction, the contents of this document or any other matters referred to in this document. Neither UBS nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of UBS in connection with the Transaction, this document and any statement contained herein or otherwise.

No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representations must not be relied upon as having been authorised by Tyman, the Tyman Directors, Quanex, the Quanex Directors or by Greenhill, Deutsche Numis or UBS or any other person involved in the Transaction. Neither the delivery of this document nor holding of the Meetings, the Court Hearing, or the filing of the Court Order shall, under any circumstances, create any implication that there has been no change in the affairs of the Tyman Group or the Quanex Group since the date of this document or that the information in, or incorporated into, this document is correct as at any time subsequent to its date.

IMPORTANT NOTICE

The release, publication or distribution of this document in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Transaction disclaim any responsibility or liability for the violation of such restrictions by any person.

Neither this document nor any of the accompanying documents do or are intended to constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval pursuant to the Scheme or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful. This document and the accompanying Forms of Proxy and Form of Election have been prepared for the purposes of complying with English law, the Market Abuse Regulation, the Listing Rules, the Disclosure Guidance and Transparency Rules and the Takeover Code, and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws of jurisdictions outside of England and Wales.

Unless otherwise determined by Quanex or required by the Takeover Code, and permitted by applicable law and regulation, this document will not be made available, directly or indirectly, in or into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Transaction by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this document and all documents relating to the Transaction are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction, and persons receiving such documents (including agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send such documents in or into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction. Doing so may render invalid any related purported vote in respect of the Transaction.

This document is not an offer of securities for sale in the United States. No offer of securities shall be made in the United States absent registration under the US Securities Act or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. Any securities issued as part of the Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the US Securities Act. If, in the future, Quanex ultimately seeks to implement the Transaction by way of a Takeover Offer or otherwise in a manner that is not exempt from the registration requirements of the US Securities Act, that offer will be made in compliance with applicable US laws and regulations.

The Transaction relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. The Transaction will be implemented solely in accordance with this document (or in the event that the Transaction is to be implemented by means of a Takeover Offer, the offer document) which contains the full terms and conditions of the Transaction, including details of how to vote in respect of the Scheme. Any voting decision or response in relation to the Transaction should be made solely on the basis of the information contained in this document, the Announcement, the Forms of Proxy and Form of Election.

Financial information included in this document has been or will be prepared in accordance with accounting standards applicable in the United Kingdom.

The statements contained in this document are made as at the date of this document, unless some other time is specified in relation to them, and service of this document shall not give rise to any implication that there has been no change in the facts set forth in this document since such date. Nothing in this document shall be deemed to be a forecast, projection or estimate of the future financial performance of Tyman, the Wider Tyman Group, Quanex or the Wider Quanex Group except where otherwise stated.

This document does not constitute a prospectus or a prospectus exempted document.

Overseas shareholders

The release, publication or distribution of this document and/or any accompanying documents (in whole or in part) in or into or from jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom (including Restricted Jurisdictions) should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom or who are subject to the laws of another jurisdiction to vote their Tyman Shares in respect of the Scheme at the Meetings, or to execute and deliver the Forms of Proxy (appointing another to vote at the Meetings on their behalf) or the Form of Election, may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Any failure to comply with applicable legal or regulatory requirements of any jurisdiction may constitute a violation of securities laws in that jurisdiction. If the Transaction is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and the Transaction will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.

Important additional information will be filed with the SEC

This document may be deemed to be solicitation material in respect of the Transaction, including the issuance of Quanex Shares. In connection with the proposed issuance of the New Quanex Shares, Quanex has filed the Proxy Statement with the SEC. To the extent Quanex effects the Transaction as a Scheme under English law, the issuance of the New Quanex Shares is anticipated to be made in reliance on an exemption from registration under the US Securities Act pursuant to Section 3(a)(10) of the US Securities Act. If, in the future, Quanex exercises its right to implement the Transaction by way of a Takeover Offer or otherwise in a manner that is not exempt from the registration requirements of the US Securities Act, such issuance of New Quanex Shares will be made in compliance with applicable US laws and regulations. BEFORE MAKING ANY VOTING DECISION, TYMAN'S SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT (IF ANY) CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND THE PARTIES TO THE TRANSACTION. Tyman's shareholders and investors will be able to obtain, without charge, a copy of the Proxy Statement (or, if applicable, the registration statement), including this document (or, if applicable the offer document), and other relevant documents filed with the SEC (when available) from the SEC's website at http://www.sec.gov. Quanex's Stockholders and investors will also be able to obtain, without charge, a copy of the Proxy Statement, and other relevant documents (when available) by directing a written request to Quanex (Attention: Investor Relations), or from Quanex's website at https://investors.quanex.com/.

Participants in the solicitation

Quanex and certain of its directors and executive officers and employees may be considered participants in the solicitation of proxies from the stockholders of Quanex in respect of the Transaction, including the proposed issuance of the New Quanex Shares. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders of Quanex in connection with the Transaction, including a description of their direct or indirect interests, by security holdings or otherwise, is set out in the Proxy Statement filed with the SEC. Information regarding Quanex's directors and executive officers is contained in Quanex's Annual Report on Form 10-K for the fiscal year ended 31 October 2023 and its Proxy Statement on Schedule 14A, dated 6 June 2024, which are filed with the SEC.

Forward-looking statements

This document contains statements about the Quanex Group and the Tyman Group which are, or may be deemed to be, "forward-looking statements" and which are prospective in nature. All statements other than statements of historical fact included in this document may be forward-looking statements. They are based on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "predicts", "intends", "anticipates", "believes", "targets", "aims", "projects", "future-proofing" or words or terms of similar substance or the negative of such words or terms, as well as variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the Wider Quanex Group's or the Wider Tyman Group's operations and potential synergies resulting from the Transaction; and (iii) the effects of global economic conditions and governmental regulation on the Wider Quanex Group's or the Wider Tyman Group's business.

Although Quanex and Tyman believe that the expectations reflected in such forward-looking statements are reasonable, neither Tyman nor Quanex can give any assurance that such expectations will prove to be correct. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors may cause the actual results, performance or achievements of the Quanex Group or the Tyman Group to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These factors include, but are not limited to: the ability to complete the Transaction; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions; changes in the global political, economic, business and competitive environments and in market and regulatory forces; changes in future exchange and interest rates; changes in tax rates; future business combinations and disposals; changes in general economic and business conditions; changes in the behaviour of other market participants; the anticipated benefits from the Transaction not being realised as a result of changes in general economic or market conditions in the countries in which, Quanex, Tyman, the Wider Quanex Group and/or the Wider Tyman Group operate; weak, volatile or illiquid capital and/or credit markets; changes in the degree of competition in the geographic and business areas in which Quanex, Tyman, the Wider Quanex Group and/or the Wider Tyman Group operate; any changes in laws or in supervisory expectations or requirements. For a discussion of important factors which could cause actual results to differ from forward-looking statements in relation to the Tyman Group or the Quanex Group (as applicable), refer to the annual report and accounts of the Tyman Group for the financial year ended 31 December 2023 or the risks discussed in Quanex's most recent reports on Form 10-K and Form 10-Q or the Proxy Statement on Schedule 14A, each as filed with the SEC. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward-looking statements. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. No assurance can be given that such expectations will prove to have been correct and persons reading this document are therefore cautioned not to place undue reliance on these forward-looking statements. Each of the Quanex Group and the Tyman Group, and each of their respective members, directors, officers, employees, advisers and persons acting on their behalf, expressly disclaims any intention or obligation to update or revise any forward-looking or other statements contained in this document, whether as a result of new information, future events or otherwise, except as required by applicable law.

No member of the Quanex Group, nor the Tyman Group, nor any of their respective associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this document will actually occur.

Except as expressly provided in this document, no forward-looking or other statements have been reviewed by the auditors of the Quanex Group or the Tyman Group. All subsequent oral or written forward-looking statements attributable to any member of the Quanex Group or the Tyman Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

Notice to US investors in Tyman

Tyman Shareholders in the United States should note that the Transaction relates to the securities of a UK company and is proposed to be effected by means of a scheme of arrangement under English law. This document and certain other documents relating to the Transaction have been or will be prepared in accordance with English law, the Takeover Code and UK disclosure requirements, format and style, all of which differ from those in the United States. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules under the US Exchange Act. Accordingly, the Transaction is subject to the disclosure requirements of and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure requirements of the United States tender offer rules. If, in the future, Quanex exercises the right to implement the Transaction by way of a Takeover Offer and determines to extend the offer into the United States, the Transaction will be made in compliance with applicable United States laws and regulations, including any applicable exemptions under the US Securities Act or US Exchange Act.

The New Quanex Shares to be issued pursuant to the Transaction have not been registered under the US Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the US Securities Act.

The New Quanex Shares to be issued pursuant to the Transaction are expected to be issued in reliance upon an exemption from such registration requirements pursuant to Section 3(a)(10) under the US Securities Act. If, in the future, Quanex exercises its right to implement the Transaction by way of a Takeover Offer or otherwise in a manner that is not exempt from the registration requirements of the US Securities Act, such issuance of New Quanex Shares will be made in compliance with applicable US laws and regulations. In this event, Tyman Shareholders are urged to read these documents and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. Such documents will be available free of charge at the SEC's website at www.sec.gov or by directing a request to Quanex's Investor Relations team identified above, or from Quanex's website at https://investors.quanex.com/.

Neither the SEC nor any US state securities commission has approved or disapproved of the New Quanex Shares to be issued in connection with the Transaction, or determined if this document is accurate or complete or has passed upon the fairness or the merits of the proposal described herein. Any representation to the contrary is a criminal offence in the United States.

Tyman's financial statements, and all financial information that is included in this document, or any other documents relating to the Transaction, have been or will be prepared in accordance with International Financial Reporting Standards and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles ("US GAAP"). The financial information included in this document in relation to Quanex has been or will have been prepared in accordance with US GAAP, except as otherwise specified therein.

Save as specified in relation to certain of the documents incorporated by reference by paragraph 1 of Part Five (Financial Information), none of the financial information in this document has been audited in accordance with auditing standards generally accepted in the United States or the auditing standards of the Public Company Accounting Oversight Board (United States). For the purposes of qualifying for the exemption from the registration requirements of the US Securities Act afforded by Section 3(a)(10) thereof, Tyman will advise the Court that its sanctioning of the Scheme will be relied upon by Quanex and Tyman as an approval of the Scheme following a hearing on its fairness which all Scheme Shareholders are entitled to attend, in person or through counsel, to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all such Scheme Shareholders.

The receipt of cash pursuant to the Transaction by a direct or indirect US Scheme Shareholder as consideration for the transfer of its Scheme Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Tyman Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Transaction applicable to them.

It may be difficult for US holders to enforce their rights and claims arising out of the US federal securities laws, since Tyman is located outside of the US, and some or all of its officers and directors may be residents of countries other than the US. US holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's jurisdiction or judgment.

The statements contained in this document are made as at the date of this document, unless some other time is specified in relation to them, and service of this document shall not give rise to any implication that there has been no change in the facts set forth in this document since such date. Nothing in this document shall be deemed to be a forecast, projection or estimate of the future financial performance of Tyman, the Tyman Group, Quanex or the Quanex Group, except where otherwise stated.

No profit forecast and profit estimate

The Quanex Profit Forecast is an ordinary course profit forecast for the purposes of Note 2 on Rule 28.1 of the Takeover Code. The Quanex Profit Forecast, the assumptions and basis of preparation on which the Quanex Profit Forecast is based and the Quanex Directors' confirmation, as required by Rule 28.1 of the Takeover Code, are set out in Part Seven (Quanex Profit Forecast) of this document.

Other than in respect of the Quanex Profit Forecast, no statement in this document is intended as a profit forecast or estimate for any period and no statement in this document should be interpreted to mean that earnings or earnings per ordinary share or unit of common stock, for Tyman or Quanex respectively, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share or unit of common stock, for Tyman or Quanex respectively.

Use of Non-GAAP financial information

Quanex uses Adjusted Net Income, EBITDA (defined as net income or loss before interest, taxes depreciation and amortization and other, net), Adjusted Diluted EPS, Adjusted EBITDA (defined as EBITDA further adjusted to exclude purchase price accounting inventory step-ups, transaction costs, certain severance charges, gain/loss on the sale of certain fixed assets, restructuring charges, stock-based compensation and asset impairment charges), net debt and Free Cash Flow, each of which is a non-GAAP financial measure. Quanex believes that the presented non-GAAP measures provide a consistent basis for comparison between periods and will assist investors in understanding the Quanex's financial performance when comparing results to other investment opportunities. These non-GAAP measures may not be the same as those used by other companies. Quanex does not intend for this information to be considered in isolation or as a substitute for other measures prepared in accordance with US GAAP.

Quanex does not provide a reconciliation of forward-looking non-GAAP financial measures to the most directly comparable US GAAP reported financial measures on a forward-looking basis because it is unable to predict with reasonable certainty the ultimate outcome of certain future events. Moreover, estimating such forward-looking US GAAP financial measures with the required precision necessary to provide a meaningful reconciliation is extremely difficult and could not be accomplished without unreasonable effort. Undue reliance should not be placed on these measures and these financial measures should be carefully reviewed alongside the risks and uncertainties described in the cautionary statement relating to "Forward-Looking Statements" contained herein.

Quantified Financial Benefits Statement

The statements in the Quantified Financial Benefits Statement relate to future actions and circumstances which by their nature, involve risks, uncertainties and contingencies. The synergies and cost savings referred to may not be achieved, or may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. No statement in the Quantified Financial Benefits Statement, or this document generally, should be construed as a profit forecast or interpreted to mean that the Enlarged Group's earnings in the first full year following the Effective Date, or in any subsequent period, would necessarily match or be greater than or be less than those of Quanex and/or Tyman for the relevant preceding financial period or any other period. For the purposes of Rule 28 of the Takeover Code, the Quantified Financial Benefits Statement is the responsibility of Quanex and the Quanex Directors.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Takeover Code applies must be made by no later than 3:30 p.m. (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3:30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Takeover Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Takeover Code applies must be made by no later than 3:30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Code.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Takeover Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Takeover Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rounding

Certain figures included in this document have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Exchange Rate

Unless otherwise stated, the Announcement Exchange Rate has been used for the purposes of converting £ amounts into \$ amounts and vice versa.

Publication on website and availability of hard copies

A copy of this document and the documents required to be published by Rule 26 of the Takeover Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Quanex's website at https://www.roadto2b.com/ and on Tyman's website at https://www.tymanplc.com/investor-relations promptly and in any event by no later than 12 noon (London time) on the business day following the date of this document. For the avoidance of doubt the contents of those websites are not incorporated into, and do not form part of, this document.

Any person entitled to receive a copy of documents, announcements and information relating to the Transaction is entitled to receive such documents in hard copy form free of charge. Any such person may also request that all future documents, announcements and information in relation to the Transaction are sent to them in hard copy form.

Recipients of this document may request hard copies of the above-referenced financial information by contacting Tyman on +44(0)207 976 8000 or at [email protected].

Electronic communications

Please be aware that addresses, electronic addresses and certain information provided by Tyman Shareholders, persons with information rights and other relevant persons for the receipt of communications from Tyman may be provided to Quanex during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

This document is dated 11 June 2024.

ACTION TO BE TAKEN

For the reasons set out in this document, the Tyman Directors, who have been so advised by Greenhill as to the financial terms of the Main Offer and Capped All-Share Alternative, consider the terms of the Main Offer and Capped All-Share Alternative to be fair and reasonable. In providing their advice to the Tyman Directors, Greenhill has taken into account the commercial assessments of the Tyman Directors. The Tyman Directors note that the implied value of both the Main Offer and of the Capped All-Share Alternative will be subject to volatility due to Quanex stock market price movements and changes in the foreign exchange rate which the Tyman Board will continue to assess during the Transaction. The Tyman Directors also note that the implied value of the Capped All-Share Alternative will be subject to greater volatility than the Main Offer and Tyman Shareholders should consider the disadvantages and advantages outlined in paragraph 13 of Part Two (Explanatory Statement) regarding an election for the Capped All-Share Alternative. Greenhill is providing independent financial advice to the Tyman Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, in order to implement the Transaction, the Tyman Directors unanimously recommend that you vote in favour of the Scheme at the Court Meeting and the Special Resolution proposed at the General Meeting, as the Tyman Directors who held Tyman Shares as at the date of the Announcement have irrevocably undertaken to do in respect of their own beneficial holdings of Tyman Shares, and that you take the action described below.

Eligible Scheme Shareholders may also elect for the Capped All-Share Alternative and detailed instructions on the action to be taken by those Scheme Shareholders who wish to, and are permitted to, make an election under the Capped All-Share Alternative are set out in paragraph 12 of Part Two (Explanatory Statement) and in Part Nine (Summary of the Capped All-Share Alternative) and in Part Ten (How to make an election for the Capped All-Share Alternative) of this document. The description in the paragraph titled "Elections for the Capped All-Share Alternative" below is a summary of such instructions.

In deciding whether or not to elect for the Capped All-Share Alternative, eligible Scheme Shareholders are strongly encouraged to take their own independent financial, tax and legal advice and consider carefully the disadvantages and advantages of electing for the Capped All-Share Alternative (including, but not limited to, those set out in paragraphs 12 and 13 of Part Two (Explanatory Statement) in light of their own financial circumstances and investment objectives). Eligible Scheme Shareholders should also ascertain whether acquiring or holding New Quanex Shares is affected by the laws of the relevant jurisdiction in which they reside and consider whether New Quanex Shares are a suitable investment in light of their own personal circumstances.

IMPORTANT NOTICE TO SCHEME SHARHEOLDERS WITH TYMAN SHARES IN CERTIFICATED FORM (THOSE HOLDING TYMAN SHARE CERTIFICATES)

IMPORTANT NOTICE TO SCHEME SHAREHOLDERS WITH TYMAN SHARES IN UNCERTIFICATED FORM (SHARES HELD IN CREST)

Tyman Shareholders in Restricted Jurisdictions are not eligible to elect for the Capped All-Share Alternative.

This page should be read in conjunction with the rest of this document, and in particular, paragraph 14 of Part One (Letter from the Chairman of Tyman plc) of this document and the notices of the Court Meeting and the General Meeting at the end of this document.

1. Documents

Please check that you have received the following:

a blue Form of Proxy for use in respect of the Court Meeting on 12 July 2024;
a yellow Form of Proxy for use in respect of the General Meeting on 12 July 2024;
a green Form of Election for use in respect of elections under the Capped All-Share Alternative;
a pre-paid envelope for use in the UK only for the return of the blue Form of Proxy and the yellow Form of Proxy; and
a pre-paid envelope for use in the UK only for the return of the green Form of Election.

If you have not received all of these documents, please contact the Shareholder Helpline operated by Link Group on +44 (0) 371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9:00 a.m. to 5:30 p.m., Monday to Friday, excluding public holidays in England and Wales. Please note that helpline operators cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

2. Voting at the Court Meeting and the General Meeting

IT IS IMPORTANT THAT, FOR THE COURT MEETING IN PARTICULAR, AS MANY VOTES AS POSSIBLE ARE CAST SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR REPRESENTATION OF SCHEME SHAREHOLDER OPINION. YOU ARE THEREFORE STRONGLY URGED TO COMPLETE, SIGN AND RETURN YOUR FORMS OF PROXY BY POST (OR TRANSMIT A PROXY APPOINTMENT AND VOTING INSTRUCTION ONLINE OR THROUGH THE CREST ELECTRONIC PROXY APPOINTMENT SERVICE) AS SOON AS POSSIBLE.

The Scheme will require approval at a meeting of Scheme Shareholders convened with the permission of the Court to be held at the offices of Latham & Watkins, 99 Bishopsgate, London, EC2M 3XF at 2:30 p.m. on 12 July 2024. Implementation of the Scheme will also require approval of the Special Resolution relating to the Transaction to be proposed at the General Meeting. The General Meeting will be held at the same place as the Court Meeting on 12 July 2024 at 2:45 p.m. (or as soon thereafter as the Court Meeting concludes or is adjourned).

Scheme Shareholders and Tyman Shareholders are strongly encouraged to submit proxy appointments and instructions for the Court Meeting and the General Meeting as soon as possible, using any of the methods (by post, online or electronically through CREST) set out below. Scheme Shareholders and Tyman Shareholders are also strongly encouraged to appoint "the Chair of the Meeting" as their proxy.

Scheme Shareholders and Tyman Shareholders are required to cast or amend proxy voting instructions in respect of the relevant Meeting not later than 48 hours before the relevant Meeting (excluding any part of such 48 hour period falling on a non-business day) (or in the case of any adjournment, not later than 48 hours before the time fixed for the adjourned meeting).

Tyman Shareholders are entitled to appoint a proxy in respect of some or all of their Tyman Shares and may also appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by such holder. Tyman Shareholders who wish to appoint more than one proxy in respect of their holding of Tyman Shares should contact Link Group for further Forms of Proxy or photocopy the Forms of Proxy as required.

(a) Sending Forms of Proxy by post

Please complete and sign the Forms of Proxy in accordance with the instructions printed on them and return them to Link Group, Tyman's registrars, by post to Link Group at Central Square, 29 Wellington Street, Leeds, LS1 4DL so as to be received as soon as possible and in any event not later than the relevant times set out below:

Blue Forms of Proxy for the Court Meeting	2:30 p.m. on 10 July 2024
Yellow Forms of Proxy for the General Meeting	2:45 p.m. on 10 July 2024

or, if in either case the Meeting is adjourned, the relevant Form of Proxy should be received not later than 48 hours (excluding any part of such 48-hour period falling on a non-business day) before the time fixed for the adjourned Meeting.

If the blue Form of Proxy for the Court Meeting is not lodged by the relevant time, it may be handed to Tyman's registrars, Link Group, on behalf of the Chair of the Court Meeting before the start of the Court Meeting. If the yellow Form of Proxy for the General Meeting is not lodged by the relevant time, it will be invalid.

The completion and return of the Forms of Proxy by post (or transmission of a proxy appointment or voting instruction electronically, online, through CREST or by any other procedure described in this document) will not prevent you from attending, speaking and voting at the Court Meeting or the General Meeting, if you are entitled to and wish to do so.

(b) Online appointment of proxies

As an alternative to completing and returning the printed Forms of Proxy, proxies may be appointed electronically by logging on to the following website: www.signalshares.com, selecting the "Proxy Vote" button, and following the instructions therein. For an electronic proxy appointment to be valid, the appointment must be received by Link Group not later than 48 hours (excluding any part of such 48-hour period falling on a non-business day) before the time fixed for the relevant Meeting or any adjournment thereof. Full details of the procedure to be followed to appoint a proxy electronically are given on the website.

(c) Electronic appointment of proxies through CREST

If you hold Tyman Shares in uncertificated form through CREST and wish to appoint a proxy or proxies for the Court Meeting or the General Meeting (or any adjourned Meeting) by using the CREST electronic proxy appointment service, you may do so by using the procedures described in the CREST Manual (please also refer to the accompanying notes to the notices of the Meetings set out in Part Thirteen (Notice of Court Meeting) and Part Fourteen (Notice of General Meeting) of this document). CREST personal members or other CREST sponsored members, and those CREST members who have appointed any voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with the specifications of Euroclear and must contain the information required for such instructions as described in the CREST Manual. The message (regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy) must, in order to be valid, be transmitted so as to be received by Link Group (ID: RA10) not later than 48 hours (excluding any part of such 48-hour period falling on a non-business day) before the time fixed for the relevant Meeting or any adjournment thereof. 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 Link Group is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed any voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. For further information on the logistics of submitting messages in CREST, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

Tyman may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the CREST Regulations.

The results of the Court Meeting and the General Meeting will be announced through a Regulatory Information Service and also published on Tyman's website at https://www.tymanplc.com/investor relations once the votes have been counted and verified.

(d) Elections for the Capped All-Share Alternative

As an alternative to the Main Offer, eligible Scheme Shareholders may elect to receive the Capped All-Share Alternative which, in turn, is an election to receive the consideration in respect of their entire holding of Tyman Shares in Quanex Shares at a ratio of 0.14288 of a New Quanex Share to every 1 Tyman Share held at the Scheme Record Time, subject to the terms and conditions of the Capped All-Share Alternative and subject to the Capped All-Share Alternative Maximum. Further details of the New Quanex Shares are set out in paragraphs 12 and 13 of Part Two (Explanatory Statement) and in Part Nine (Summary of the Capped All-Share Alternative), Part Ten (How to make an election for the Capped All-Share Alternative) and Part Eleven (Description of the New Quanex Shares and the Quanex Group) of this document. An eligible Tyman Shareholder may only elect to take up the Capped All-Share Alternative in respect of all (and not part only) of their holding of Tyman Shares (subject to the terms and conditions of the Capped All-Share Alternative set out in Part Nine (Summary of the Capped All-Share Alternative) of this document).

Tyman Shareholders in Restricted Jurisdictions are not eligible to elect for the Capped All-Share Alternative.

IMPORTANT NOTICE TO SCHEME SHARHEOLDERS WITH TYMAN SHARES IN CERTIFICATED FORM (THOSE HOLDING TYMAN SHARE CERTIFICATES)

IMPORTANT NOTICE TO SCHEME SHAREHOLDERS WITH TYMAN SHARES IN UNCERTIFICATED FORM (SHARES HELD IN CREST)

Holders of Scheme Shares in certificated form (not in CREST) making an election under the Capped All-Share Alternative

If you are an eligible Scheme Shareholder who holds Scheme Shares in certificated form (that is, not CREST) and you wish to make an election under the Capped All-Share Alternative, please complete the green Form of Election in accordance with the instructions printed on such form and return it by post to Link Group at Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL so as to reach Link Group by no later than the Election Return Time. A pre-paid envelope, for use in the UK only, has been provided. The instructions printed on, or deemed to be incorporated in, the Form of Election constitute a part of the terms of the Scheme.

Holders of Scheme Shares in uncertificated form (in CREST) making an election under the Capped All-Share Alternative

If you are an eligible Scheme Shareholder who holds Scheme Shares in uncertificated form (that is, in CREST) and you wish to elect for the Capped All-Share Alternative, you should not complete a green Form of Election. Instead you should submit your election electronically by taking (or procuring to be taken) the actions set out in Part Ten (How to make an election for the Capped All-Share Alternative) to transfer your Tyman Shares to the relevant escrow account using a TTE Instruction as soon as possible, and in any event so that the TTE Instruction settles no later than the Election Return Time. If you are a CREST personal member or other CREST sponsored member, you should refer to your CREST sponsor before taking any action. Your CREST sponsor will be able to confirm details of your participation ID and the member account ID under which your Tyman Shares are held. In addition, only your CREST sponsor will be able to send the TTE Instruction to Euroclear in relation to your Tyman Shares.

If you hold your Scheme Shares in both certificated and uncertificated form and you wish to make an election under the Capped All-Share Alternative, you must make separate elections in respect of each holding (and you must make such election in respect of each holding).

If you wish to receive the Main Offer for all the Scheme Shares that you hold at the Scheme Record Time and do not wish to make an election in respect of all the Scheme Shares you hold under the Capped All-Share Alternative, you are not required to return the green Form of Election or make a TTE Instruction electing for the Capped All-Share Alternative.

Restricted Shareholders will, under the Transaction, not have the option of electing to receive the Capped All-Share Alternative. Any purported election for the Capped All-Share Alternative by such Restricted Shareholders will be treated as invalid by Quanex. Overseas Shareholders should inform themselves about and observe any legal or regulatory requirements. If you are in any doubt about your position, you should consult your professional adviser in the relevant territory.

(e) Indirect Scheme Shareholders

Any indirect Scheme Shareholder who holds Scheme Shares through a nominee, share plan administrator or similar arrangement, either in uncertificated form through CREST or in certificated form, and who wishes to vote at the applicable Court Meeting or General Meeting or elect for the Capped All-Share Alternative should contact such nominee or administrator for further instructions on how to do this. An indirect Scheme Shareholder may need first to arrange with such nominee or administrator for the transfer of such Scheme Shares into, and then make a vote at the applicable Court Meeting or General Meeting or make an election for such Capped All-Share Alternative in, its own name.

(f) Tyman Share Plans

Participants in the Tyman Share Plans will be contacted separately on or around the date of this document regarding the effect of the Scheme on their rights under the Tyman Share Plans.

Participants in the Tyman Share Plans should also refer to paragraph 18 of Part Two (Explanatory Statement) of this document for information relating to the effect of the Transaction on their rights under the Tyman Share Plans.

Shareholder helpline

If you have any questions about this document, the Court Meeting or the General Meeting or how to complete the Forms of Proxy, Form of Election, or to appoint a proxy through the CREST electronic proxy appointment service, please call Link Group on +44 (0) 371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9:00 a.m. to 5:30 p.m., Monday to Friday, excluding public holidays in England and Wales. Please note that helpline operators cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable sets out expected dates for the implementation of the Scheme.

Event	Time and/or date(1)
Publication of the Proxy Statement	6 June 2024
Publication of this Document	11 June 2024
Latest time for lodging Forms of Proxy and registering proxy appointments through CREST or electronically for the:
Court Meeting (blue form)	2:30 p.m. on 10 July 2024(2)
General Meeting (yellow form)	2:45 p.m. on 10 July 2024(3)
Voting Record Time for the Court Meeting	6:00 p.m. on 10 July 2024(4)
Voting Record Time for the General Meeting	6:00 p.m. on 10 July 2024(4)
Court Meeting	2:30 p.m. on 12 July 2024
General Meeting	2:45 p.m. on 12 July 2024(5)
Quanex Stockholder Meeting	8:30 a.m. (Central Time) on 12 July 2024
The following dates are indicative only and are subject to change:(6)
Election Return Time for the Form of Election (green form) and TTE Instruction	1:00 p.m. on D – 7 calendar days (17 July 2024)(7)
Court Hearing to sanction the Scheme	A date expected to be in Q3 2024 subject to regulatory clearances (24 July 2024) ("D")
Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Tyman Shares	D + 5 Business Day (31 July 2024)
Scheme Record Time	6:00 p.m. on D + 5 Business Day (31 July 2024)
Suspension of listing of, and dealings in, Tyman Shares	7:30 a.m. on D + 6 Business Days (1 August 2024)
Expected Effective Date of the Scheme	D + 6 Business Days (1 August 2024)
Cancellation of admission to trading of Tyman Shares on the Main Market	7:30 a.m. on D + 7 Business Days (2 August 2024)
New Quanex Shares listed and commencement of trading on the NYSE	By 9:30 a.m. (New York time) on D + 7 Business Days (2 August 2024)
New Quanex Shares registered through DRS (in respect of Quanex Shares held by former certificated Tyman Shareholders)	D + 7 Business Days (2 August 2024)
Quanex CDIs (representing an entitlement to New Quanex Shares) credited to CREST accounts (in respect of Scheme Shares held in uncertificated form only)	As soon as practicable and in any event within 14 days of the Effective Date (by 15 August 2024)
Latest date for despatch of statements of entitlement relating to New Quanex Shares held through DRS (in respect of Scheme Shares held in certificated form only) and despatch of cheques in respect of cash consideration and for settlement of cash consideration through CREST or other form of payment	As soon as practicable and in any event within 14 days of the Effective Date (by 15 August 2024)
Long-Stop Date	22 January 2025(7)

Notes:

1. All references in this document to times are to London time unless otherwise stated. The dates and times given are indicative only and are based on Tyman's and Quanex's current expectations and may be subject to change (including as a result of changes to the regulatory timetable). If any of the expected times and/or dates above change, the revised times and/or dates will be notified to Tyman Shareholders by announcement through a Regulatory Information Service with such announcement being made available on Quanex's website at https://www.roadto2b.com/ and on Tyman's website at https://www.tymanplc.com/ investor-relations and, if required by the Takeover Panel, Tyman will send notice of the change(s) to Tyman Shareholders and other persons with information rights and, for information only, to the holders of awards/options under the Tyman Share Plans. Tyman Shareholders overseas should refer Part Six (Additional Information for Overseas Shareholders) of this document, which contains important information relevant to such holders.
1. It is requested that blue Forms of Proxy for the Court Meeting be lodged not later than 48 hours before the time appointed for the Court Meeting, excluding any part of a day that is not a Business Day. If a blue Form of Proxy for the Court Meeting is not returned by such time, it may be handed to Tyman's registrars, on behalf of the Chair of the Court Meeting, or to the Chair of the Court Meeting before the start of the Court Meeting (or any adjournment of it) and it will be valid.
1. Yellow Forms of Proxy for the General Meeting must be lodged not later than 48 hours before the time appointed for the General Meeting, excluding any part of a day that is not a Business Day. Yellow Forms of Proxy for the General Meeting not lodged by this time will be invalid.
1. If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned meeting will be 6:00 p.m. on the day which is two days before the date of the adjourned meeting, excluding any part of a day that is not a Business Day.
1. Or as soon as the Court Meeting shall have concluded or been adjourned.
1. These dates are indicative only and will depend, among other things, on the date upon which: (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order is delivered to the Registrar of Companies. Participants in the Tyman Share Plans will be contacted separately to inform them of the effect of the Scheme on their rights under the Tyman Share Plans, including details of any appropriate proposals being made and dates and times relevant to them.
1. The indicative dates in brackets have been calculated on the assumption the Court Hearing to sanction the Scheme ("D") takes place on 24 July 2024. As stated in note (1) above, this date is indicative only and is subject to regulatory clearances and, therefore, may change.
1. This is the latest date by which the Scheme may become effective unless Quanex and Tyman agree (and the Takeover Panel and, if required, the Court permit) a later date.

Page

PART ONE LETTER FROM THE CHAIRMAN OF TYMAN PLC	21
PART TWO EXPLANATORY STATEMENT	37
PART THREE CONDITIONS TO THE IMPLEMENTATION OF THE SCHEME AND TO THE TRANSACTION	61
PART FOUR THE SCHEME OF ARRANGEMENT	72
PART FIVE FINANCIAL INFORMATION	83
PART SIX ADDITIONAL INFORMATION FOR OVERSEAS SHAREHOLDERS	85
PART SEVEN QUANEX PROFIT FORECAST	87
PART EIGHT ADDITIONAL INFORMATION ON TYMAN AND QUANEX	91
PART NINE SUMMARY OF THE CAPPED ALL-SHARE ALTERNATIVE	113
PART TEN HOW TO MAKE AN ELECTION FOR THE CAPPED ALL-SHARE ALTERNATIVE	114
PART ELEVEN DESCRIPTION OF THE NEW QUANEX SHARES AND THE QUANEX GROUP	119
PART TWELVE DEFINITIONS	136
PART THIRTEEN NOTICE OF COURT MEETING	145
PART FOURTEEN NOTICE OF GENERAL MEETING	148
PART FIFTEEN QUANTIFIED FINANCIAL BENEFITS STATEMENT	153
PART SIXTEEN Q&A FOR HOLDERS OF UNCERTIFICATED TYMAN SHARES	155

Part One

LETTER FROM THE CHAIRMAN OF TYMAN PLC

Incorporated in England and Wales with registered number 02806007

Nicky Hartery (Chairman) Rutger Helbing (Director, Chief Executive Officer) Jason Ashton (Director, Chief Financial Officer) Pamela Bingham (Non-Executive Director) David Randich (Non-Executive Director) Paul Withers (Non-Executive Director) Margaret Amos (Non-Executive Director)

Directors Registered Office 29 Queen Anne's Gate London SW1H 9BU

11 June 2024

To the holders of Tyman Shares and, for information only, to holders of awards/options under the Tyman Share Plans and persons with information rights:

RECOMMENDED CASH AND SHARE OFFER FOR TYMAN PLC BY QUANEX BUILDING PRODUCTS CORPORATION

1. Introduction

On 22 April 2024, the boards of Tyman and Quanex announced that they had agreed the terms of a recommended cash and share offer pursuant to which Quanex will acquire the entire issued and to be issued ordinary share capital of Tyman (the "Transaction"). It is intended that the Transaction will be implemented by means of a scheme of arrangement under Part 26 of the Companies Act.

I am writing to you today to set out the background to the Transaction and the reasons why the Tyman Directors consider the terms of the Transaction to be fair and reasonable and are unanimously recommending that you vote in favour of the Transaction as I and the other Tyman Directors, who hold Tyman Shares, have irrevocably undertaken to do in respect of our own holdings over which we have control, being in aggregate 446,094 Tyman Shares (representing approximately 0.23 per cent. of the existing issued ordinary share capital of Tyman) as at the date of the Announcement. Further details of these undertakings are set out in paragraph 5 of this letter. I draw your attention to the letter from Greenhill set out in Part Two (Explanatory Statement) of this document which gives details about the Transaction and to the additional information set out in Part Eight (Additional Information on Tyman and Quanex) of this document.

In order to approve the terms of the Transaction, the Scheme will require approval at the Court Meeting and will require Tyman Shareholders to vote in favour of the Special Resolution relating to the Transaction to be proposed at the General Meeting, to be held at the offices of Latham & Watkins, 99 Bishopsgate, London, EC2M 3XF at 2:30 p.m. (in respect of the Court Meeting) and 2:45 p.m. (in respect of the General Meeting) on 12 July 2024. Details of the actions you are asked to take are set out in paragraph 20 of Part Two (Explanatory Statement) of this document. The recommendation of the Tyman Directors is set out in paragraph 18 of this letter.

2. Summary of the terms of the Transaction

The Transaction will be implemented by way of a Court-sanctioned scheme of arrangement between Tyman and Scheme Shareholders under Part 26 of the Companies Act.

Under the terms of the Transaction, which will be subject to the terms and conditions set out in Part Three (Conditions to the Implementation of the Scheme and to the Transaction) of this document, Scheme Shareholders at the Scheme Record Time will receive:

240.0 pence in cash and 0.05715 of a New Quanex Share for each Scheme Share (the "Main Offer")

Based on the closing price of Quanex Shares and the foreign exchange rate of dollars to pounds on 10 June 2024 (being the Latest Practicable Date prior to the publication of this document), the Main Offer values each Tyman Share at 376 pence per share. This implies a Transaction value of £740 million on a fully diluted basis as at the Latest Practicable Date.

As at Announcement, and based on the then announced look-through implied offer value of 400.0 pence per Tyman Share, the Main Offer and the Capped All-Share Alternative represented a premium of approximately:

35.1 per cent. to the Closing Price of 296.0 pence per Tyman Share on the 19 April 2024 (being the latest practicable date as at Announcement);
39.6 per cent. to the Closing ex Dividend Price of 286.5 pence per Tyman Share on the 19 April 2024 (being the latest practicable date as at Announcement);
36.0 per cent. to the one-month volume weighted average price of 294.2 pence per Tyman Share during the one-month period ended on the 19 April 2024 (being the latest practicable date as at the Announcement); and
40.5 per cent. to the six-month volume weighted average price of 284.8 pence per Tyman Share during the six-month period ended on the 19 April 2024 (being the latest practicable date as at the Announcement).

Since Announcement, the Quanex Share price has fallen 12.8 cent per share and the foreign exchange rate of dollars to pounds has fallen 2.8 per. cent, resulting in a reduction in the implied value of the Main Offer of approximately 6.1 per. cent as at the Latest Practicable Date prior to the publication of this document as compared to the last practicable date as at Announcement.

Quanex is a corporation organised and existing under the laws of the State of Delaware whose headquarters is at 945 Bunker Hill Rd., Suite 900, Houston, TX 77024.

The purpose of the Transaction is to provide for Quanex to become the owner of the entire issued and to be issued ordinary share capital of Tyman. This is to be achieved by the transfer by Scheme Shareholders of all the Scheme Shares to Quanex, in consideration for which Scheme Shareholders will receive the consideration pursuant to the Main Offer or Capped All-Share Alternative (as applicable).

The Scheme Shares will be acquired by Quanex fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third-party rights or interests whatsoever and together with all rights existing at the Effective Date or thereafter attaching thereto, including (without limitation) the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the Effective Date in respect of the Scheme Shares.

If the Scheme becomes Effective, it will be binding on all Scheme Shareholders irrespective of whether or not they attended or voted and, if they voted, whether they voted for or against the Scheme at the Meetings.

The New Quanex Shares will be issued credited as fully paid and will rank pari passu in all respects with Quanex Shares in issue at the time that the New Quanex Shares are issued pursuant to the Transaction, including the right to receive and retain dividends and other distributions declared, made or paid by reference to a record date falling on or after the Effective Date.

Capped All-Share Alternative

As an alternative to the Main Offer, eligible Scheme Shareholders may elect in respect of all (but not part only) of their Tyman Shares to receive, in lieu of the Main Offer, the consideration in respect of their entire holding of Tyman Shares in Quanex Shares at a ratio of 0.14288 of a New Quanex Share to every 1 Tyman Share held at the Scheme Record Time. The Capped All-Share Alternative will be made available up to the Capped All-Share Alternative Maximum.

Tyman Shareholders in Restricted Jurisdictions are not eligible to elect for the Capped All-Share Alternative.

Fractions of New Quanex Shares or Quanex CDIs (representing an entitlement to New Quanex Shares) will not be issued to Scheme Shareholders. Instead, Scheme Shareholders who otherwise would have received a fraction of a New Quanex Share or Quanex CDI will receive an additional amount in cash, rounded down to the nearest cent, based on the amount obtained by multiplying such fraction by the closing sale price of Quanex Shares on the trading day immediately prior to the Effective Date. Any fractional entitlements of a Scheme Shareholder to New Quanex Shares or Quanex CDIs under the Capped All-Share Alternative will be rounded down to the nearest whole number of New Quanex Shares or Quanex CDIs per Scheme Shareholder. Fractional entitlements to New Quanex Shares or Quanex CDIs will not be allotted or issued to such Scheme Shareholder but will be disregarded. Further details of the New Quanex Shares are set out in paragraphs 12 and 13 of Part Two (Explanatory Statement) and in Part Nine (Summary of the Capped All-Share Alternative), Part Ten (How to make an election for the Capped All-Share Alternative) and Part Eleven (Description of the New Quanex Shares and the Quanex Group) of this document. An eligible Scheme Shareholder may only elect to take up the Capped All-Share Alternative in respect of his or her entire holding of Tyman Shares.

Dividends

Tyman Shareholders were entitled to receive the final dividend of 9.5 pence per Tyman Share announced by Tyman on 7 March 2024 for the financial year ended 31 December 2023 (the "FY23 Dividend"), which was paid on 29 May 2024 to eligible Tyman Shareholders on the register at 26 April 2024. If any other dividend, distribution and/or other return of value is proposed, authorised, declared, made or paid or becomes payable in respect of Tyman Shares on or after the date of the Announcement and before the Effective Date (other than, or in excess of, the FY23 Dividend), Quanex reserves the right to reduce the consideration (and, accordingly, the Main Offer and the Capped All-Share Alternative) by the amount of any such dividend, distribution and/or other return of value.

Conditions to the Transaction

The Transaction is conditional upon, amongst other things, the approval of the Scheme by the Scheme Shareholders and the sanction of the Scheme by the Court. Part Three (Conditions to the Implementation of the Scheme and to the Transaction) of this document sets out the Conditions and further terms to which the Transaction will be subject. The Scheme is expected to become Effective in Q3 2024. An expected timetable of principal events is set out on pages 18 to 19 of this document.

Board Observer Right

Quanex has agreed to provide an observer right on the Quanex Board to any person who: (i) is beneficially interested in 16 per cent. or more of the fully diluted ordinary share capital of Tyman when the Transaction is Effective; (ii) will, following the issue of the New Quanex Shares to Scheme Shareholders pursuant to the terms of the Transaction, be beneficially interested in 5 per cent. or more of the issued Quanex Shares when such New Quanex Shares are listed on the New York Stock Exchange, taking into account only (x) those New Quanex Shares which are issued to Scheme Shareholders pursuant to the terms of the Transaction (and no other Quanex Shares, howsoever acquired or received by them) as the numerator for such calculation and (y) only the aggregated number of all New Quanex Shares and Quanex Shares (excluding shares held in treasury) in issue as at the date of the Announcement as the denominator for such calculation; and (iii) has obtained any required regulatory or legal approvals necessary for such person to take up such right. Quanex will be entitled to terminate this observer right on the date of Quanex's 2026 annual general meeting.

The form of Board Observer Agreement will be included in the list of documents available on the websites of Tyman and Quanex as detailed in paragraph 18 of Part Eight (Additional Information on Tyman and Quanex).

3. Background to and reasons for the Transaction

Quanex has been following Tyman for a number of years and has been impressed with the strategy employed by the Tyman Directors and the Tyman management team in creating a well-balanced and diversified business with a growing global presence.

Tyman's product offering is highly complementary and synergistic to Quanex's existing portfolio, which will enable the Enlarged Group to better serve its customers. Quanex also believes that Tyman's existing business would benefit from the opportunity to market a broader product offering and range of services to existing and new customers.

Critically, based on discussions with Tyman's senior management team, Quanex believes there is a high degree of alignment between the internal Quanex and Tyman cultural identities and a shared understanding of how people work together to execute the business strategies.

Overall, the Quanex Directors believe that the acquisition of Tyman offers compelling industrial logic and strategic rationale, while offering a significant value creation opportunity for stockholders in the Enlarged Group, as it:

presents a unique opportunity to create a larger, more diversified supplier of components and access solutions to customers in the building products sector, particularly across the fenestration portfolio in North America;
aligns with Quanex'^s "BIGGER" strategic roadmap, including its "Bold" acquisition strategy, for growth and value creation;
strengthens brand leadership with the addition of Tyman's highly regarded family of brands and complementary product portfolio;
enhances the financial profile of the Enlarged Group by accelerating growth, and increasing profitability and cash generation; and
unlocks substantial value creation for both Quanex and Tyman Shareholders through a material cost synergy opportunity.

Aligns with Quanex's "BIGGER" strategic roadmap for growth and value creation

Bold acquisition strategy targeting new lines of business: The Transaction enhances product offering with a complementary portfolio, offering opportunity to capture additional market opportunities, while moving Quanex close to its US\$2 billion revenue target.
Innovative product development driving consistent growth in core segments: The Transaction will bring further new product development capabilities while enhancing customer reach.
Growth-focused strategy incorporating technology across the platform: The Transaction will bolster global growth potential, supporting the ability to deliver 'above market' growth.
Globally-oriented approach that expands reach while supporting international divisions: The Transaction enhances Quanex's manufacturing footprint in the US, UK and Germany, while adding exposure into Southern Europe, Middle East, Australasia and Latin America with Tyman's existing presence.
Engaged to maximize positive impact for all stakeholders: Both Quanex and Tyman have strong mutual commitment to a sustainability framework, while helping customers drive a sustainable business model through more energy efficient operations.
Responsive to ideas and opportunities identified across the organization: Integration will aim to further streamline and transform operations, working towards a more efficient manufacturing footprint and a more flexible operating model.

Creates a larger, more diversified supplier of components and access solutions to customers in the building products sector

The acquisition by Quanex of Tyman offers a unique opportunity to create a leading supplier of components to OEMs in the building products sector globally. The Enlarged Group will:

have complementary product portfolios of trusted brands, routes to market and manufacturing processes, as well as a highly complementary customer base offering significant cross-selling opportunities;
benefit from a strong business franchise in North America, with increased global reach for Quanex due to Tyman's international footprint coupled with Quanex's existing presence in the UK and Germany;
take advantage of the significantly enhanced scale to fully optimize its portfolio of products and assets, moving Quanex closer to becoming a comprehensive solutions provider;
be well-positioned from a strategic and financial perspective to grow in attractive categories with value-added positioning, driven by secular growth (e.g., more energy efficiency product offering); and
capitalize on expanded engineering, design and manufacturing capabilities.

Strengthens brand leadership with the addition of Tyman's highly regarded family of brands and complementary product portfolio

Tyman's family of brands includes highly-regarded names in their respective business segments, which boast wide customer bases. These brands offer product solutions in the window and door hardware, commercial access solutions, and seals and extrusions verticals, for residential and commercial users across its North America, UK and Ireland, and International divisions.
The Enlarged Group will utilise Tyman's leading brands, including AmesburyTruth, Lawrence and Bilco in North America; ERA, Zoo and Access 360 in the UK and Ireland; and Schlegel, Giesse and Reguitti internationally, implementing a multi-brand strategy to allow increased access to the combined customer base and drive cross-selling opportunities.

Enhances financial profile of the Enlarged Group by accelerating growth and increasing profitability

The Enlarged Group is expected to have an enhanced financial profile with increased scale, greater long-term growth potential, higher profitability, and strong free cash flow generation supported by a healthy balance sheet position. The Enlarged Group will be well-positioned to pursue organic growth and further acquisitions that fit within Quanex's stated "Bold" acquisition framework.

Enhanced scale and attractive margins: The Transaction is expected to result in significantly enhanced scale and reach for the Enlarged Group with combined 2023 fiscal year revenues of approximately US\$2 billion, with approximately 73 per cent. of combined sales coming from North America:
- the Enlarged Group is expected to benefit from an improved margin profile, driven in part by significant cost synergy potential, with a higher adjusted EBITDA margin (based on financial year ended 31 October 2023 for Quanex and 31 December 2023 for Tyman and after taking into account the impact of run-rate cost synergies of US\$30 million expected to be fully achieved by the second year following completion of the Transaction);
- the Quanex Directors believe that the Enlarged Group will attract a larger universe of shareholders and as a result increase the trading liquidity of the shares in the Enlarged Group.
Earnings accretive: The Transaction is expected to be significantly earnings enhancing after the first full financial year following completion of the Transaction taking into account full cost synergies.
Attractive valuation: The Transaction implies an attractive value multiple when factoring in full annual run-rate cost synergies in the context of Quanex's and Tyman's long-term average trading multiples.
Strong cash flows and opportunity to invest in growth: The increased scale is expected to result in operational benefits which will support more rapid delivery of each of Quanex's and Tyman's business plans. The Enlarged Group will benefit from a healthy balance sheet, strong liquidity and an improved cash flow profile.
Prudent financing structure: At the end of fiscal year 2024 (assuming completion of the Transaction has occurred), the Enlarged Group is expected to have a net leverage ratio (being net debt to pro-forma adjusted EBITDA) of approximately 2.1x. The Quanex Directors believe that based on strong expected free cash flow generation, the Enlarged Group would achieve net leverage of approximately 1.5x in the medium-term following completion of the Transaction. In particular:
- given its prudent capital structure, the Enlarged Group would be well-positioned to accelerate future growth both organically and through a joint strategy of value accretive acquisitions, to generate further returns for shareholders;
the Enlarged Group will continue to be focused on total shareholder returns, while exploring capital allocation options, through stock repurchases, M&A activity and dividend distribution where prudent and once deleveraging is achieved; and
the Enlarged Group will continue to review and optimize its portfolio, including investing in organic and inorganic growth, and may consider the potential divestiture of non-core assets that, if completed, would help accelerate debt reduction.

Substantial value creation unlocked for both Tyman and Quanex shareholders through a material synergy opportunity

The Quanex Directors believe that the Enlarged Group will generate significant synergies which will provide further value upside to its shareholders. The Quanex management team has a strong track record of successfully integrating businesses from previous M&A activity and delivering synergies, including the acquisitions of Liniar, Woodcraft LMI Custom Mixing, LLC.

Significant recurring cost synergies opportunity

The Quanex Directors, having reviewed and analysed the potential cost synergies of the Transaction, and taking into account the factors they can influence, believe that the Enlarged Group can deliver approximately US\$30 million of pre-tax recurring cost synergies on an annual run-rate basis, expected to be realised by the end of the second full year following completion of the Transaction.

The quantified cost synergies, which are expected to originate from the cost bases of both Quanex and Tyman, are expected to be realised primarily from:

approximately 30 per cent. in corporate and listing related costs, generated from de-duplication and rationalisation of public company costs and of executive leadership;
approximately 30 per cent. in procurement savings from scale economies and consolidation of overlapping spend categories; and
approximately 40 per cent. in savings from consolidation and de-duplication of overlapping administrative and commercial functions and activities.

The Quanex Directors expect approximately 50 per cent. of these cost synergies to be achieved by the end of the first 12-month period following completion of the Transaction and the full run-rate by the second anniversary of completion of the Transaction.

The Quanex Directors estimate that the realisation of the identified cost synergies will result in oneoff costs to achieve of approximately US\$35 million in aggregate over the first two years post completion of the Transaction.

Potential areas of dis-synergy expected to arise in connection with the Transaction have been considered and were determined by the Quanex Directors to be immaterial for the analysis.

The identified cost synergies will occur as a direct result of the success of the Transaction and would not be achieved on a standalone basis. The identified cost synergies reflect both the beneficial elements and relevant costs.

Further information on the bases of belief supporting the Quantified Financial Benefits Statement, including the principal assumptions and sources of information, is set out in Part Fifteen (Quantified Financial Benefits Statement). These estimated synergies have been reported on for the purposes of Rule 28 of the Takeover Code by KPMG. References to estimated cost savings should always be read in conjunction with Part Fifteen (Quantified Financial Benefits Statement).

Revenue synergies opportunity

In addition to the quantified cost synergies set out above, Quanex believes that there are several potential revenue opportunities for the Enlarged Group, including additional revenue growth through capitalising on the cross-selling opportunities arising from Quanex's and Tyman's complementary customer bases. Although the Quanex Directors are confident of realising value via the delivery of revenue synergies, these have not been quantified for public reporting under the Takeover Code at this stage.

4. Background to and reasons for the Tyman Directors' recommendation

Tyman has, through a series of transformational transactions over the past decade, become one of the largest global providers of highly engineered door and window hardware, seals, extrusions and access solutions, with strategic positions across North America, UK and Ireland and Europe. This position is underpinned by its recognised and leading brands, including AmesburyTruth, Lawrence, Bilco, ERA, Zoo, Giesse, Schlegel and others. A combination of organic and inorganic growth combined with a range of operational initiatives have driven revenue and adjusted operating profit to £657.6m and £84.4m for the year ended December 2023.

Tyman Group's "Focus, Define, Grow" strategy has been instrumental in transforming the financial profile, geographic footprint, performance and culture of the Company. Since its inception, Tyman has rationalised its facility network and product portfolio, optimised processes and established the Tyman Excellence System and "One Tyman" culture, which has created a platform capable of delivering growth through new product development, market expansion, enhanced customer experience and targeted M&A. Management has embedded sustainability at the core of this strategy, across products, operations, culture and solutions with 23 per cent. of revenues now generated from products that positively impact one or more of the UN SDG goals, predominantly in energy-saving products.

Whilst market conditions have been challenging, the long-term fundamentals across the business are strong in all of Tyman's main geographies, in particular in North America, where Tyman generated 72 per cent. of its adjusted operating profit (before central costs) during the financial year ended 31 December 2023. Tyman has a leading position in North America and the large undersupply of housing, positive demographic trends and the expected step-up in the proportion of homes reaching prime remodelling age in the coming years will underpin future market growth rates.

Whilst Tyman standalone will benefit from these North American growth opportunities, the timing of achieving them is partially dependent on uncertain macro-economic factors which bring a degree of risk. At this time, the Tyman Directors believe that it may take some years before the benefits of the potential growth opportunities in North America in particular are realised and for their value to be reflected in Tyman's share price and rating.

Furthermore, scale is becoming increasingly important in the fenestration industry as evidenced both by the step-up in the pace of consolidation within our larger North American customers and the acquisitions of some of our competitors by larger multinationals. In the context of this changing market dynamic, Tyman's current scale could limit management's ability to capitalise on market growth opportunities in the future, as well as create challenges in executing our goals with respect to larger acquisition targets in the North American market.

While the Tyman Directors remain confident that Tyman's strategy can deliver attractive returns for Tyman Shareholders as an independent company, they recognise that there are risks, as well as uncertainties, as to the timing and the delivery of these returns.

The Tyman Directors therefore believe that a combination with Quanex strengthens Tyman's strategic positioning in the North America marketplace immediately. The Tyman Directors believe that the Transaction would offer further compelling strategic and operational benefits to all stakeholders, including:

bringing together leading brands in the building products components market, particularly across the fenestration segment in North America, and creating a broad product portfolio with geographic and product complementarity;
creating a significant opportunity to cross-sell existing and new products and promote the value proposition to the combined customer base, via strategically aligned routes to market;
providing added scale to accelerate product innovation and development initiatives to sustain long-term growth;
offering greater capacity to pursue value-creating acquisitions supported by a healthy balance sheet position with modest pro forma leverage post completion of the Transaction;
bringing together two respected and highly experienced customer-focused management teams with a common culture of excellence and innovation; and

• unlocking substantial value creation for both Tyman and Quanex shareholders, via a significant and tangible cost and potential future revenue synergy opportunity.

The Tyman Directors recognise that the Main Offer provides the opportunity to realise a meaningful proportion of Tyman Shareholders' investment at a compelling valuation in cash, whilst also having the opportunity to benefit in the potential future upside of the Enlarged Group through the New Quanex Share component. Similarly, the Capped All-Share Alternative provides an increased opportunity to benefit in that potential future upside in lieu of the cash consideration.

35.1 per cent. to the Closing Price of 296.0 pence per Tyman Share on the 19 April 2024 (being the latest practicable date as at Announcement);
39.6 per cent. to the Closing ex Dividend Price of 286.5 pence per Tyman Share on the 19 April 2024 (being the latest practicable date as at Announcement);
36.0 per cent. to the one-month volume weighted average price of 294.2 pence per Tyman Share during the one-month period ended on the 19 April 2024 (being the latest practicable date as at the Announcement); and
40.5 per cent. to the six-month volume weighted average price of 284.8 pence per Tyman Share during the six-month period ended on the 19 April 2024 (being the latest practicable date as at the Announcement).

For the avoidance of doubt, in addition to the consideration payable in connection with the Transaction, eligible Tyman Shareholders were entitled to receive the FY23 Dividend of 9.5 pence per Tyman Share for the financial year ended 31 December 2023, which was paid on 29 May 2024 to eligible Tyman Shareholders on the register at 26 April 2024.

The Tyman Directors note that the implied value multiple is at an attractive level when compared to other relevant comparable transactions in the building materials sector. The Tyman Board also notes that Quanex reaffirmed its guidance for the financial year ending 31 October 2024 in its quarterly earnings release published on 6 June 2024. The Tyman Board is mindful of fluctuations in Quanex share price and notes that whilst Quanex's share price has fallen since the date of the Announcement consistent with its US listed peers and the dollar has weakened against sterling, reducing the implied value of the Transaction compared with the announcement date, the Tyman Board remains encouraged by the long-term growth opportunities of the Enlarged Group. As set out in paragraph 13 of Part Two (Explanatory Statement), the Tyman Directors would note that there is a potential for further volatility in Quanex's share price as well as the prevailing currency exchange rates which the Tyman Board will continue to assess during the Transaction.

In addition to the financial terms of the Transaction, in its evaluation of Quanex as a suitable owner of Tyman from the perspective of all stakeholders, the Tyman Directors have also taken into account Quanex's intentions for the business, management and employees and other stakeholders of Tyman, as outlined in paragraph 10 of the Announcement. The Tyman Directors welcome Quanex's intention that, following completion of the Transaction, it intends to safeguard the existing contractual and statutory employment rights of the employees of Tyman in accordance with applicable law upon completion of the Transaction, and does not intend to make any changes to the agreed employer contributions into Tyman's existing defined contribution pension scheme or the admission of new members to such pension scheme following completion of the Transaction other than to harmonise the Tyman employee 401k plans in the United States with the equivalent Quanex plans. The Board of Tyman further welcomes Quanex's intention to maintain the existing Tyman manufacturing sites and the fact that it does not intend to redeploy any of Tyman's material fixed assets or alter its R&D function.

The Tyman Board notes that Quanex has stated that the Enlarged Group is expected to fully realise the pre-tax run-rate cost synergies of approximately US\$30 million by the end of the second year post completion of the Transaction. The Tyman Directors are reassured that Quanex will be adopting a "best of both" approach in several areas, including in operations, and believe that the Enlarged Group will provide existing Tyman management and employees with opportunities to continue their careers and personal development as part of a significantly larger and stronger global business.

Given that detailed information to formulate comprehensive plans or intentions regarding the impact of the Transaction on Tyman is not yet available, the Tyman Directors are unable to express a more detailed opinion on the impact of the Transaction on Tyman management, employees and offices, save for as set out in paragraph 10 of the Announcement.

Accordingly, following careful consideration of the above factors, the Tyman Directors, who have been so advised by Greenhill as to the financial terms of the Main Offer and the Capped All-Share Alternative, unanimously consider the terms of the Main Offer and the Capped All-Share Alternative to be fair and reasonable. In providing their financial advice to the Tyman Directors, Greenhill has taken into account the commercial assessments of the Tyman Directors. The Tyman Directors note that the implied value of both the Main Offer and of the Capped All-Share Alternative will be subject to volatility due to Quanex stock market price movements and changes in the foreign exchange rate which the Tyman Board will continue to assess during the Transaction. The Tyman Directors also note that the implied value of the Capped All-Share Alternative will be subject to greater volatility than the Main Offer and Tyman Shareholders should consider the disadvantages and advantages outlined in paragraph 13 of Part Two (Explanatory Statement) regarding an election for the Capped All-Share Alternative. Greenhill is providing independent financial advice to the Tyman Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, following careful consideration of the above factors, the Tyman Directors recommend unanimously that Tyman Shareholders vote or procure votes in favour of the resolutions relating to the Scheme at the Meetings, as the Tyman Directors who held Tyman Shares as at the date of the Announcement have irrevocably undertaken to do in respect of their entire beneficial holdings of Tyman Shares.

5. Irrevocable undertakings

Tyman Directors

The Tyman Directors recommend unanimously that Tyman Shareholders vote or procure votes to approve the Scheme at the Court Meeting and to vote or procure votes in favour of the Resolutions at the General Meeting as the Tyman Directors who held Tyman Shares at the date of the Announcement have irrevocably undertaken to do (or procure to be done) in respect of their own beneficial holdings, totalling 446,094 Tyman Shares, representing approximately 0.23 per cent. of the issued share capital of Tyman as at the date of the Announcement. Further details of the irrevocable undertakings received by Quanex in respect of the Tyman Directors are set out in Part Eight (Additional Information on Tyman and Quanex) of this document.

Tyman Shareholders

In addition to the irrevocable undertakings from the Tyman Directors who held Tyman Shares at the date of the Announcement, Quanex has received an irrevocable undertaking from Teleios to elect for the Capped All-Share Alternative and vote (or procure the votes) to approve the Scheme at the Court Meeting and to vote (or procure the votes) in favour of the Resolutions at the General Meeting in respect of a total of 32,347,981 Tyman Shares representing approximately 16.4 per cent. of the issued share capital of Tyman as at the date of the Announcement.

Quanex has therefore received irrevocable undertakings in respect of a total of 32,794,075 Tyman Shares representing approximately 16.7 per cent. of the issued share capital of Tyman as at the date of the Announcement. Further details of the irrevocable undertakings received by Quanex are set out in Part Eight (Additional Information on Tyman and Quanex) of this document.

6. Quanex Stockholder Approval

Under NYSE rules, the issuance of the New Quanex Shares in connection with the Transaction requires the approval of the Quanex Stockholders at the Quanex Stockholder Meeting.

Quanex will be required to obtain approval of the Quanex Share Proposal by the affirmative vote of the holders of a majority of the Quanex Shares present in person or represented by proxy at the Quanex Stockholder Meeting and entitled to vote on the Quanex Share Proposal. The Quanex Directors intend unanimously to recommend that Quanex Stockholders vote in favour of the Quanex Share Proposal.

On 6 June 2024, Quanex mailed the Proxy Statement to Quanex Stockholders, which included a notice convening the Quanex Stockholder Meeting to be held on 12 July at 8:30 a.m. Central Time, at Hotel Zaza located at 9787 Katy Freeway, Houston, Texas 77024. The Transaction is conditional on, amongst other things, the Quanex Share Proposal being approved by the affirmative vote of the holders of a majority of the Quanex Shares present in person or represented by proxy at the Quanex Stockholder Meeting and entitled to vote on the Quanex Share Proposal.

7. Information relating to Quanex

Quanex is a global manufacturer of components and a key partner to OEMs for fenestration, cabinetry, solar, refrigeration and outdoor products. Quanex's manufacturing solutions include insulating glass spacers, vinyl profiles, window and door screens, cabinet components, fenestration components, vinyl extrusions, rubber extrusions, kitchen components, bathroom components and millwork.

Quanex, through its "Part of Something BIGGER" strategy is dedicated to:

improving the performance, sustainability and aesthetics of end products through continuous innovation;
helping customers achieve greater production efficiencies;
giving back to communities in which it operates;
enhancing shareholder value; and
helping its employees learn, grow and thrive.

Quanex serves a primary customer base in North America and the United Kingdom, but also serves customers globally through operating plants in the United Kingdom and Germany as well as through sales and marketing activities in other countries.

8. Information relating to Tyman

Tyman is a leading international supplier of engineered fenestration components and access solutions to the construction industry. The Tyman Group designs and manufactures products that enhance the comfort, sustainability, security, safety and aesthetics of residential homes and commercial buildings. Tyman's portfolio of leading brands serve their markets through three regional divisions (North America, UK and Ireland and Europe) and cover all aspects of the hardware and sealing solutions required for doors and windows, and a full suite of solutions for roof, wall and floor access in residential and commercial buildings.

9. Tyman Current trading

Tyman published its annual results for the year ended 31 December 2023 on 7 March 2024, which are incorporated by reference into this document and is available on Tyman's website at https:// www.tymanplc.com/investor-relations/document-centre.

Current trading and outlook

The following 2024 outlook was provided as part of the annual results announcement for the year ended 31 December 2023: the structural growth drivers for the Tyman Group remain attractive, although leading indicators for Tyman's major markets are currently signalling a challenging market outlook for 2024. However, given Tyman's self-help measures and a full-year contribution from Lawrence Industries, the Tyman Board expects the Tyman Group to make progress in 2024.

The trading update provided at Tyman's 2024 Annual General Meeting on 16 May 2024

Since the announcement of its full year 2023 results Tyman has provided an update on trading for the period from 1 January 2024 to 30 April 2024 ("the period") that indicated that the Tyman Group continues to perform well against a subdued market backdrop and the Tyman Board continues to expect the Tyman Group to make progress in 2024. Tyman Group revenue for the period decreased by 5 per cent. to £205 million on a reported basis, and by 4 per cent. on a like-for-like ("LFL") basis. The decrease in LFL revenue reflects, as expected, a continuation of the challenging market conditions experienced throughout 2023, during what is a seasonally less important period.

Tyman's financial performance continues to benefit from a contribution from Lawrence Industries, as well as the impact of previously announced self-help measures. The Tyman Group is continuing to progress its strategic initiatives, including activities to grow market share, the roll-out of the new ERP system across North America, and preparation for the consolidation of two sites into one in Owatonna.

10. Quanex Current trading

On 6 June 2024, Quanex published an earnings press release for the quarterly period ended 30 April 2024. A copy of this document is available on Quanex's website at https:// investors.quanex.com/financials/quarterly-earnings. A Form 10-Q in respect of such earnings was released on 7 June 2024.

Financial information relating to Quanex is set out in Part Five (Financial Information) of this document.

11. Directors, management, employees, pensions, research and development and locations Board and executive leadership of the Enlarged Group

The Enlarged Group will be led by Quanex's Chairman of the Board, President and Chief Executive Officer, Mr. George L. Wilson.

The board of directors of the Enlarged Group will comprise the existing non-executive directors of Quanex. All non-executive directors of Tyman will resign as directors of Tyman, with payments to be made in lieu of their contractual notice periods, on the Effective Date.

Employees and management

Quanex attaches great importance to the skill and experience of Tyman's management and recognises their contribution to the success that has been achieved by Tyman to date. Quanex recognises that the active participation and continued commitment of Tyman's management and employees will be key to the success of the Enlarged Group. The Enlarged Group will aim to retain the best talent of Quanex and Tyman across the Enlarged Group and does not intend to change the overall balance of skills and functions of employees and management across the Enlarged Group. Quanex expects that Tyman management and employees will benefit from the greater opportunities and enhanced scale of the Enlarged Group as well as utilising the collective know-how and talents of the enlarged workforce across all geographies.

Quanex's preliminary evaluation work to identify potential synergies arising from the Transaction suggests that there will be some duplication between the two businesses' management, administrative, functional support and other central areas. It has also confirmed the benefits from consolidating operations, including as a result of Tyman ceasing to be a standalone, publicly listed company. Whilst the steps for any restructuring are not yet known, based on the work undertaken to date, Quanex recognises that there will be a reduction in the total number of roles by approximately two per cent. of the Enlarged Group's total number of employees (on a full-time equivalent basis) as a result of the Transaction, some of which will take place via natural attrition. The Enlarged Group will aim to retain the best talent from each of Quanex and Tyman, and any such proposals will be carried out through a fair and transparent process in accordance with applicable legal requirements.

Quanex expects that any restructuring referred to above would be phased over 24 months following completion of the Transaction. The detailed steps for such restructuring are subject to further review and would be subject to comprehensive and detailed planning, appropriate engagement and consultation with representatives and other stakeholders, including affected employees and any appropriate employee representative bodies in accordance with the legal obligations of the Enlarged Group. Quanex intends to commence this engagement process long enough before any final decisions are taken so as to ensure that relevant legal obligations are complied with.

Other than as described above, Quanex does not anticipate that there will be any material change to the balance of skills and functions of the management and employees in the Enlarged Group. Furthermore, Quanex intends to safeguard the existing contractual and statutory employment rights of the employees of Quanex and Tyman in accordance with applicable law upon completion of the Transaction. Quanex's plans for Tyman do not involve any material change in the employment of, or in the conditions of employment of, Tyman employees, unless otherwise agreed with the relevant employee.

Following completion of the Transaction and as part of integration planning, Quanex may review the alignment of the remuneration and incentivisation arrangements as between employees and management of the Quanex Group and the Enlarged Group, as well as redundancy and other policies operated within the Enlarged Group, with a view to harmonising the position for employees and management across the Enlarged Group (in particular, those in equivalent positions) over time as is appropriate.

However, at the date of this document, Quanex does not have any detailed plans or intentions in this regard and Quanex has not entered into, and has not discussed, any form of incentivisation arrangements with members of Tyman's management team.

Pension schemes

Quanex intends to harmonise the Tyman employee 401k plans in the United States with the equivalent Quanex plans following completion of the Transaction.

Other than as referred to above, Quanex does not intend to make any changes to the agreed employer contributions into Tyman's existing defined contribution pension scheme or the admission of new members to such pension scheme following completion of the Transaction.

Headquarters and locations, business, assets, research and development

The Enlarged Group intends to consolidate the head office functions of Quanex and Tyman so that they can operate from a single location. The Enlarged Group headquarters will be located at Quanex's current head office in Houston, Texas. Subject to further review and appropriate engagement and consultation with affected employees in accordance with the legal obligations of the Enlarged Group, the intention is that the Tyman head office in London will be closed. Following completion of the Transaction, Quanex will review the expanded office and production facility footprint and consider, where the Enlarged Group has co-located offices or production facilities, whether there is scope for consolidation to optimise rental and lease expenses and to enable colleagues to work together more closely and enhance the corporate culture.

Quanex does not intend to close any of Tyman's manufacturing facilities as a result of the Transaction.

Quanex does not intend to redeploy any of Tyman's material fixed assets as a result of the Transaction.

Quanex understands the importance of R&D to Tyman's business. It does not intend to make any changes to the R&D function of either Tyman or Quanex.

Brands

Following completion of the Transaction, it is intended that the name of the Enlarged Group will be Quanex Building Products Corporation. Both Quanex and Tyman own a number of recognised and successful brands, and following completion of the Transaction Quanex will perform a review of all brands to identify any potential opportunities for consolidation and simplification of the brand portfolio.

Existing Trading Facilities

The Tyman Shares are currently admitted to the premium listing segment of the Official List and to trading on the Main Market, and it is intended that applications will be made to the FCA and the London Stock Exchange to cancel such admissions to listing and trading shortly following the Effective Date. Tyman will be re-registered as a private company following the Effective Date. It is also proposed that, following the Effective Date and after its shares are delisted, Tyman's financial year end is changed to 31 October to align with the financial year end for the Quanex Group.

The Enlarged Group will be listed on the NYSE.

Subject to the Scheme becoming Effective, it is expected that Scheme Shareholders who hold their Tyman Shares in uncertificated form will be issued with Quanex CDIs (representing an entitlement to New Quanex Shares). Should Scheme Shareholders wish to sell their Quanex CDIs, they should contact their broker who will instruct CREST to cancel the Quanex CDI holding and make the appropriate arrangements for the relevant number of Quanex Shares underlying the Quanex CDIs to be sold, with the proceeds (net of any brokerage fees) remitted to the Scheme Shareholder. Scheme Shareholders should read Part Sixteen (Q&A for Holders of Uncertificated Tyman Shares) of this document for further details.

Statements

None of the statements in this paragraph 11 of Part One (Letter from the Chairman of Tyman PLC) are "post-offer undertakings" for the purposes of Rule 19.5 of the Takeover Code.

Tyman Share Plans

The effect of the Scheme in relation to options and awards outstanding under the Tyman Share Plans is described in paragraph 18 of Part Two (Explanatory Statement) of this document.

Dividends

Tyman Shareholders were entitled to receive the FY23 Dividend. If any other dividend, distribution and/or other return of value is proposed, authorised, declared, made or paid or becomes payable in respect of Tyman Shares on or after the date of the Announcement and before the Effective Date (other than, or in excess of, the FY23 Dividend), Quanex reserves the right to reduce the consideration (and, accordingly, the Main Offer and the Capped All-Share Alternative) by the amount of any such dividend, distribution and/or other return of value.

Quanex will make a normal course dividend payment equal to US\$0.08 per share on 28 June 2024, to shareholders of record as of 14 June 2024, consistent with its usual practice. This dividend payment was approved by the Quanex Directors on 21 May 2024.

12. Capped All-Share Alternative

As an alternative to the Main Offer, an eligible Scheme Shareholder may elect in respect of all (but not part only) of the Tyman Shares they hold to receive New Quanex Shares in exchange for each Tyman Share, subject to the terms and conditions of the Capped All-Share Alternative.

Tyman Shareholders in Restricted Jurisdictions are not eligible to elect for the Capped All-Share Alternative.

The Capped All-Share Alternative will be made available up to the Capped All-Share Alternative Maximum. To the extent that valid elections for the Capped All-Share Alternative received cannot be satisfied in full, they will be scaled back as nearly as possible on a pro-rata basis with the remaining consideration payable in cash and New Quanex Shares in the proportions applicable to the Main Offer with any fractions of New Quanex Shares resulting from such scaling to be dealt with as set out in Part Nine (Summary of the Capped All-Share Alternative).

The Tyman Directors' views on the Capped All-Share Alternative and further details are set out in paragraphs 12 and 13 of Part Two (Explanatory Statement) and in Part Nine (Summary of the Capped All-Share Alternative) and Part Ten (How to make an election for the Capped All-Share Alternative).

Eligible Scheme Shareholders should review the information on the Capped All-Share Alternative and New Quanex Shares set out in Part Nine (Summary of the Capped All-Share Alternative) as well as the information on Quanex in Part Eight (Additional Information on Tyman and Quanex) and Part Eleven (Description of the New Quanex Shares and the Quanex Group) of this document.

13. Financing arrangements relating to Quanex

The cash consideration payable to Scheme Shareholders pursuant to the terms of the Transaction will be funded by a combination of Quanex's existing cash resources as well as third-party debt incurred by Quanex. Such third-party debt is financed, inter alia, by a US\$750 million term loan interim facility (the "Interim Facility") provided pursuant to an interim facilities agreement entered into between, among others, Quanex (as the company), Wells Fargo Bank, National Association, as interim facility agent and interim security agent, Wells Fargo Securities, LLC, BofA Securities, Inc. and TD Bank, N.A., as arrangers, and the interim lender parties thereto.

Further information on the financing of the Transaction as well as the Interim Facility is set out in paragraph 12 of Part Eight (Additional Information of Tyman and Quanex) of this document.

In accordance with Rule 24.8 of the Takeover Code, UBS, in its capacity as the sole financial adviser to Quanex, is satisfied that sufficient resources are available to Quanex to enable it to satisfy in full the cash consideration payable to Tyman Shareholders under the terms of the Transaction.

14. Action to be taken by Tyman Shareholders

Details of the approvals being sought at the Court Meeting and the General Meeting and the actions to be taken by Tyman Shareholders in respect of the Transaction are set out in paragraphs 5 and 20 of Part Two (Explanatory Statement) of this document.

Details relating to the cancellation of admission to trading of the Tyman Shares are included in paragraph 16 of Part Two (Explanatory Statement) of this document.

IMPORTANT NOTICE TO SCHEME SHARHEOLDERS WITH TYMAN SHARES IN CERTIFICATED FORM (THOSE HOLDING TYMAN SHARE CERTIFICATES)

IMPORTANT NOTICE TO SCHEME SHAREHOLDERS WITH TYMAN SHARES IN UNCERTIFICATED FORM (SHARES HELD IN CREST)

15. Overseas shareholders

Overseas holders of Tyman Shares should refer to Part Six (Additional Information for Overseas Shareholders) of this document, which contains important information relevant to such holders.

16. The Scheme and the Meetings

The Transaction is being implemented by way of a Court-sanctioned scheme of arrangement between Tyman and the Scheme Shareholders under Part 26 of the Companies Act, although Quanex reserves the right to elect to implement the Transaction by way of a Takeover Offer (in accordance with the Co-operation Agreement and subject to Takeover Panel consent, where necessary). The procedure involves an application by Tyman to the Court to sanction the Scheme, which will involve the Scheme Shares being transferred to Quanex, in consideration for which Scheme Shareholders will receive a combination of cash and New Quanex Shares (on the basis described in paragraph 2 above), unless and to the extent that the Capped All-Share Alternative is elected for.

To become effective, the Scheme requires, among other things, the approval of a majority in number of the Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy at the Court Meeting, representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders present and voting at the Court Meeting (or any adjournment of the Court Meeting) and the passing of the Special Resolution necessary to implement the Scheme at the General Meeting. Following the Court Meeting and the General Meeting and the satisfaction (or, where applicable, waiver) of the other Conditions, the Scheme must also be sanctioned by the Court. The Scheme will only become effective upon a copy of the Court Order being delivered to the Registrar of Companies for registration. Upon the Scheme becoming effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and, if they attended and voted, whether or not they voted in favour of the Resolutions at such Meetings).

It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of the Scheme Shareholders' opinion. You are therefore strongly urged to complete, sign and return your Forms of Proxy and Form of Election or to appoint a proxy electronically or through the CREST electronic proxy appointment service (as appropriate) as soon as possible.

Further details of the Scheme and the Meetings are set out in paragraphs 5 and 6 of Part Two (Explanatory Statement) of this document.

17. United Kingdom Taxation

Your attention is drawn to paragraph 17 of Part Two (Explanatory Statement) of this document headed, "United Kingdom taxation" which contains a summary of certain United Kingdom taxation consequences of the implementation of the Scheme for certain UK-resident Tyman Shareholders. Although this document contains certain tax-related information, the summary in paragraph 17 of Part Two (Explanatory Statement) does not constitute tax advice and is not a full analysis of all potential United Kingdom taxation consequences of the Transaction. If you are in any doubt about your own tax position or you may be subject to taxation in any jurisdiction other than the United Kingdom, you should consult an appropriately qualified independent professional adviser immediately.

18. Recommendation

The Tyman Directors, who have been so advised by Greenhill as to the financial terms of the Main Offer and the Capped All-Share Alternative, consider the terms of the Main Offer and the Capped All-Share Alternative to be fair and reasonable. In providing its advice to the Tyman Directors, Greenhill has taken into account the commercial assessments of the Tyman Directors. The Tyman Directors note that the implied value of both the Main Offer and of the Capped All-Share Alternative will be subject to volatility due to Quanex stock market price movements and changes in the foreign exchange rate which the Tyman Board will continue to assess during the Transaction. The Tyman Directors also note that the implied value of the Capped All-Share Alternative will be subject to greater volatility than the Main Offer and Tyman Shareholders should consider the disadvantages and advantages outlined in paragraph 13 of Part Two (Explanatory Statement) regarding an election for the Capped All-Share Alternative. Greenhill is providing independent financial advice to the Tyman Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, the Tyman Directors unanimously recommend that Tyman Shareholders vote or procure votes in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting (and, if the Transaction is subsequently structured as a Takeover Offer, to accept any Takeover Offer made by Quanex) as the Tyman Directors who held Tyman Shares at the date of the Announcement have irrevocably undertaken to do in respect of their own holdings of Tyman Shares (representing approximately 0.23 per cent. of Tyman's existing issued ordinary share capital on the date of the Announcement).

In my capacity as a Tyman Shareholder, I intend to elect for the Capped All-Share Alternative in respect of my entire holding of Tyman Shares. The remaining Tyman Directors who hold Tyman Shares do not intend to make an election and will, therefore, receive the Main Offer in respect of their entire holdings of Tyman Shares.

In considering the terms of the Capped All-Share Alternative, Greenhill and the Tyman Directors have considered the details of the Capped All-Share Alternative and the New Quanex Shares set out in paragraphs 12 and 13 of Part Two (Explanatory Statement) and in Part Nine (Summary of the Capped All-Share Alternative) and Part Ten (How to make an election for the Capped All-Share Alternative).

Greenhill also notes the risks of the Capped All-Share Alternative for individual Tyman Shareholders as set out in Part Two (Explanatory Statement) and in Part Nine (Summary of the Capped All-Share Alternative), Part Ten (How to make an election for the Capped All-Share Alternative) and Part Eleven (Description of the New Quanex Shares and the Quanex Group).

However, Tyman Directors are not able to and do not give any advice to eligible Scheme Shareholders as to whether they should elect to receive the Capped All-Share Alternative. Eligible Scheme Shareholders are encouraged to take into account the key investment considerations and certain disadvantages and advantages regarding electing for the Capped All-Share Alternative as highlighted in paragraph 13 of Part Two (Explanatory Statement) and their particular circumstances when deciding whether to elect for the Capped All-Share Alternative. Eligible Scheme Shareholders should also ascertain whether acquiring or holding New Quanex Shares is affected by the laws of the relevant jurisdiction in which they reside and consider whether New Quanex Shares are a suitable investment in light of their own personal circumstances. Accordingly, eligible Scheme Shareholders are strongly recommended to seek their own independent financial, tax and legal advice in light of their own particular circumstances and investment objectives before deciding whether to elect for the Capped All-Share Alternative. Any decision to elect for the Capped All-Share Alternative should be based on independent financial, tax and legal advice and full consideration of the Announcement and this document.

19. Further information

Your attention is drawn to the further information contained in Part Two (Explanatory Statement), Part Three (Conditions to the Implementation of the Scheme and to the Transaction), Part Four (The Scheme of Arrangement) and Part Eight (Additional Information on Tyman and Quanex) and the notices of the Meetings set out in Part Thirteen (Notice of Court Meeting) and Part Fourteen (Notice of General Meeting) of this document which provides further details concerning the Scheme.

You are advised to read the whole of this document and not just rely on the summary information contained in this letter.

Yours faithfully,

Nicky Hartery Chairman of the Tyman Board

For and on behalf of Tyman plc

PART TWO

EXPLANATORY STATEMENT

(In compliance with section 897 of the Companies Act)

Greenhill & Co. International LLP Berkeley Square House London, W1J 6BY with registered number OC332045

11 June 2024

To the holders of Tyman Shares and, for information only, to holders of awards/options under the Tyman Share Plans and persons with information rights:

Dear Shareholder

RECOMMENDED OFFER FOR TYMAN PLC BY QUANEX BUILDING PRODUCTS CORPORATION

1. Introduction

On 22 April 2024, the boards of Tyman and Quanex announced that they had agreed the terms of a recommended offer by Quanex to acquire the entire issued and to be issued share capital of Tyman. The Transaction is to be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. The Scheme requires, amongst other things, the approval of the Scheme Shareholders and the sanction of the Court.

Your attention is drawn to the letter from the Chairman of Tyman set out in Part One (Letter from the Chairman of Tyman plc) of this document, which forms part of this Explanatory Statement. The letter contains, among other things: (a) a summary of the terms of the Transaction; and (b) the background to and reasons for the unanimous recommendation by the Tyman Directors to Tyman Shareholders to vote in favour of the Resolutions to be proposed at the Court Meeting and the General Meeting.

The Tyman Directors, who have been so advised by Greenhill as to the financial terms of the Main Offer and Capped All-Share Alternative, consider the terms of the Main Offer and Capped All-Share Alternative to be fair and reasonable. In providing their advice to the Tyman Directors, Greenhill has taken into account the commercial assessments of the Tyman Directors. The Tyman Directors note that the implied value of both the Main Offer and of the Capped All-Share Alternative will be subject to volatility due to Quanex stock market price movements and changes in the foreign exchange rate which the Tyman Board will continue to assess during the Transaction. The Tyman Directors also note that the implied value of the Capped All-Share Alternative will be subject to greater volatility than the Main Offer and Tyman Shareholders should consider the disadvantages and advantages outlined in paragraph 13 of this Part Two (Explanatory Statement) regarding an election for the Capped All-Share Alternative. Greenhill is providing independent financial advice to the Tyman Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, the Tyman Directors recommend unanimously that Tyman Shareholders vote in favour of the Scheme at the Court Meeting and the resolution relating to the Transaction at the General Meeting, as the Tyman Directors who held Tyman Shares as at the date of the Announcement have irrevocably undertaken to do so in respect of their own Tyman Shares (representing approximately 0.23 per cent. of the issued ordinary share capital of Tyman on the date of the Announcement).

Scheme Shareholders are encouraged to take into account their individual circumstances and the principal risks and uncertainties of Quanex set out in Quanex's filings with the SEC, when deciding whether or not to elect for the Capped All-Share Alternative in respect of all of their holding of Scheme Shares.

Greenhill has been authorised by the Tyman Directors to write to you to explain the terms of the Transaction and the Scheme and to provide you with other relevant information. In giving their advice, Greenhill are advising the Tyman Directors in relation to the Transaction and are not acting for any Tyman Director in their personal capacity nor for any Tyman Shareholder in relation to the Transaction. Greenhill will not be responsible to any such person for providing the protections afforded to their clients or for advising any such person in relation to the Transaction. In particular, Greenhill will not owe any duties or responsibilities to any particular Tyman Shareholder concerning the Transaction. Please note that dates and timings set out in this document are indicative only and may be subject to change.

This Explanatory Statement contains a summary of the provisions of the Scheme. The terms of the Scheme are set out in full in Part Four (The Scheme of Arrangement) of this document. Scheme Shareholders are encouraged to take into account the key investment considerations and certain disadvantages and advantages regarding electing for the Capped All-Share Alternative as highlighted in paragraph 13 of this Part Two. Your attention is also drawn to the other parts of this document, which are deemed to form part of this Explanatory Statement, including Part One (Letter from the Chairman of Tyman plc), the Conditions and certain further terms set out in Part Three (Conditions to the Implementation of the Scheme and to the Transaction) and the additional information set out in Part Eight (Additional Information on Tyman and Quanex) of this document. For overseas holders of Tyman Shares, your attention is drawn to Part Six (Additional Information for Overseas Shareholders), which forms part of this Explanatory Statement.

2. Summary of the terms of the Transaction and the Scheme

The Transaction

The Transaction is being effected by way of a Court-sanctioned scheme of arrangement between Tyman and the Scheme Shareholders under Part 26 of the Companies Act (although Quanex reserves the right (in accordance with the Co-operation Agreement and with the prior consent of the Takeover Panel) to implement the Transaction by way of a Takeover Offer). Following the Scheme becoming effective, the entire issued share capital of Tyman will be held by Quanex.

Under the terms of the Transaction, Scheme Shareholders will receive:

240.0 pence in cash and 0.05715 of a New Quanex Share for each Scheme Share (the "Main Offer")

35.1 per cent. to the Closing Price of 296.0 pence per Tyman Share on the 19 April 2024 (being the latest practicable date as at Announcement);
39.6 per cent. to the Closing ex Dividend Price of 286.5 pence per Tyman Share on the 19 April 2024 (being the latest practicable date as at Announcement);
36.0 per cent. to the one-month volume weighted average price of 294.2 pence per Tyman Share during the one-month period ended on the 19 April 2024 (being the latest practicable date as at the Announcement); and
40.5 per cent. to the six-month volume weighted average price of 284.8 pence per Tyman Share during the six-month period ended on the 19 April 2024 (being the latest practicable date as at the Announcement).

Capped All-Share Alternative

Tyman Shareholders in Restricted Jurisdictions are not eligible to elect for the Capped All-Share Alternative.

Fractions of New Quanex Shares or Quanex CDIs (representing an entitlement to New Quanex Shares) will not be issued to Scheme Shareholders under either the Main Offer or Capped All-Share Alternative. Instead, Scheme Shareholders who otherwise would have received a fraction of a New Quanex Share or Quanex CDI will receive an additional amount in cash, rounded down to the nearest cent, based on the amount obtained by multiplying such fraction by the closing sale price of Quanex Shares on the trading day immediately prior to the Effective Date. Any fractional entitlements of a Scheme Shareholder to New Quanex Shares or Quanex CDIs under the Capped All-Share Alternative will be rounded down to the nearest whole number of New Quanex Shares or Quanex CDIs per Scheme Shareholder. Fractional entitlements to New Quanex Shares or Quanex CDIs will not be allotted or issued to such Scheme Shareholder but will be disregarded. Further details of the New Quanex Shares are set out in paragraphs 12 and 13 of this Part Two (Explanatory Statement) and in Part Nine (Summary of the Capped All-Share Alternative) and Part Ten (How to make an election for the Capped All-Share Alternative) of this document. An eligible Scheme Shareholder may only elect to take up the Capped All-Share Alternative in respect of their entire holding of Tyman Shares.

Dividends

Quanex will make an ordinary course dividend payment equal to US\$0.08 per share on 28 June 2024, to shareholders on record as of 14 June 2024, consistent with its usual practice. This dividend payment was approved by the Quanex Directors on 21 May 2024.

Conditions

Implementation of the Transaction is subject to, amongst other things, the approval of the Scheme by a majority in number of the Scheme Shareholders present and voting in person or by proxy at the Court Meeting, representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders, passing of the Special Resolution necessary to implement the Scheme at the General Meeting and the sanction of the Scheme by the Court. The Scheme can only become Effective in accordance with its terms if all the Conditions have been satisfied or, where relevant, waived. It is expected that the Scheme will become Effective in the third calendar quarter of 2024, subject to the Conditions and certain further terms set out in Part Three (Conditions to and Implementation of the Scheme and to the Transaction) of this document. This date is indicative only and will depend on, among other things, the date upon which the Court sanctions the Scheme.

The Meetings and the nature of the approvals required to be given at them are described in more detail in paragraph 5 below. The Scheme will require approval at a meeting of Scheme Shareholders convened with the permission of the Court to be held at the offices of Latham & Watkins, 99 Bishopsgate, London, EC2M 3XF, at 2:30 p.m. on 12 July 2024. Implementation of the Scheme will also require approval of the Special Resolution relating to the Transaction to be proposed at the General Meeting. The General Meeting will be held at the same place as the Court Meeting on 12 July 2024 at 2:45 p.m. (or as soon thereafter as the Court Meeting concludes or is adjourned).

The Scheme can only become effective if all Conditions to the Scheme, including shareholder approvals and the sanction of the Court, have been satisfied (unless, where applicable, the relevant Condition is waived). The Scheme will become effective upon a copy of the Court Order being delivered to the Registrar of Companies for registration. Subject to the sanction of the Scheme by the Court, this is expected to occur in the third calendar quarter of 2024. If the Scheme does not become effective by the Long-Stop Date, the Scheme will not become effective and the Transaction will not proceed (unless the Long Stop Date is extended with the agreement of Quanex, Tyman and the Takeover Panel and, if required, the approval of the Court).

Board Observer Right

The Scheme

It is proposed that, under the Scheme, the Scheme Shares will be transferred to Quanex (or its nominee(s)) so that the entire issued share capital of Tyman is held by Quanex (or its nominee(s)). Once the Scheme becomes Effective, it will be binding on all Scheme Shareholders, whether or not they voted in favour of the Scheme at the Court Meeting.

Amendments to Tyman's articles of association

It is proposed, as part of the Special Resolution to be proposed at the General Meeting relating to the Scheme, to amend the Tyman Articles to ensure that any Tyman Shares issued (other than to Quanex, its nominees or any member of the Quanex Group) (i) between the Voting Record Time and the Scheme Record Time will be subject to the Scheme; and (ii) after the Scheme Record Time will automatically be acquired by Quanex on the same terms as under the Scheme (other than terms as to timings, formalities and the availability of the Capped All-Share Alternative). These provisions will avoid any person (other than a member of the Quanex Group) holding and retaining Tyman Shares after dealings in such shares have ceased on the London Stock Exchange.

The notice of General Meeting in Part Fourteen (Notice of General Meeting) of this document seeks the approval of Tyman Shareholders for such amendments.

Return of documents of title

If the Scheme lapses or is withdrawn, or a Scheme Shareholder withdraws its Form of Election, all documents of title and other documents lodged with any Form of Proxy and Form of Election (as applicable) shall be returned to such Scheme Shareholder as soon as practicable (and in any event within 14 days of such lapsing or withdrawal) and to the extent that any securities of Tyman are held in escrow by Link Group in connection with the Scheme, instructions shall be given immediately for the release of such securities.

Offer-related arrangements

Quanex Confidentiality Agreement

Quanex and Tyman entered into a confidentiality agreement on 18 March 2024 (the "Quanex Confidentiality Agreement") pursuant to which each of Quanex and Tyman has undertaken to keep, and to procure that certain of their respective authorised representatives keep, confidential information relating to the other party and/or to the Transaction confidential, to use such information solely in connection with the Transaction, and not to disclose such information to any third party (with certain exceptions). These confidentiality obligations will remain in force until 18 March 2026, save for: (i) any confidential information retained by either party (and/or their respective authorised recipient(s)) in accordance the terms of the Quanex Confidentiality Agreement; and (ii) any information relating specifically to the Transaction, in respect of which the parties' obligations shall remain in full force and effect without limit in time.

The Confidentiality Agreement also contains undertakings from each of Quanex and Tyman that, for a period of 18 months from the date of the Quanex Confidentiality Agreement, they shall not, and they shall procure that certain of their respective authorised representatives shall not, solicit, engage or employ any of the other party's key employees, save where a person contacts Quanex or Tyman (as applicable) on their own initiative or responds, without any approach or solicitation, to a general public advertisements made in the ordinary course of business and which was not specifically targeted at such person.

Quanex had also agreed to standstill arrangements pursuant to which Quanex had agreed, amongst other things, that, without the prior written consent of Tyman, Quanex would not, and would procure that certain connected persons of it shall not, acquire Tyman Shares or any interest in Tyman Shares. These restrictions fell away immediately following the making of the Announcement.

Teleios Confidentiality Agreement

Teleios Capital Partners LLC, Quanex and Tyman entered into a confidentiality agreement on 19 March 2024 (the "Teleios Confidentiality Agreement") pursuant to which each of Teleios Capital Partners LLC, Quanex and Tyman has undertaken to keep, and to procure that certain of their respective authorised representatives keep, confidential information relating to the other parties and/or to the Transaction confidential, to use such information solely in connection with discussions relating to the Transaction, and not to disclose such information to any third party (with certain exceptions). These confidentiality obligations will remain in force until 19 March 2025.

Co-operation Agreement

Quanex and Tyman entered into a co-operation agreement on 22 April 2024 (the "Co-operation Agreement") pursuant to which:

(a) Quanex has agreed to use all reasonable endeavours to secure all regulatory clearances and authorisations as soon as reasonably practicable following the date of the Announcement and in any event in sufficient time to enable the Effective Date to occur by the Long Stop Date;
(b) Quanex shall be responsible for determining the strategy for obtaining such regulatory clearances and authorisations after prior consultation with Tyman and after having taken into account Tyman's reasonable comments;
(c) Tyman and Quanex have agreed to certain customary undertakings to co-operate in relation to such regulatory clearances and authorisations;
(d) Quanex has agreed to provide Tyman with certain information for the purposes of this document and to otherwise assist with the preparation of this document;
(e) Quanex has provided certain undertakings in connection with the preparation and filing of the Proxy Statement (including undertaking to use its best endeavours to resolve comments received from the SEC) and obtaining the approval to the Quanex Share Proposal (including undertaking to use all reasonable endeavours to obtain approval to the Quanex Share Proposal); and
(f) Quanex has a right to switch to a Takeover Offer in specified circumstances and Quanex has agreed to certain provisions if the Scheme should switch to a Takeover Offer.

The Co-operation Agreement also contains provisions relating to the Tyman Share Plans and other employee-related matters (and proposals to be implemented by Quanex) and directors' and officers' liability insurance.

The Co-operation Agreement will terminate with immediate effect:

(a) if Quanex and Tyman so agree in writing;
(b) Quanex invokes a Condition (in circumstances where invocation of the relevant Condition is permitted by the Panel) and the Scheme has been withdrawn (other than as a result of a switch to a Takeover Offer) or, following such a switch, the Takeover Offer lapses;
(c) upon service of written notice by Quanex to Tyman if: (i) the Tyman Directors change their recommendation in respect of the Transaction; (ii) a competing offer (x) is recommended in

whole or in part by the Tyman Directors, or (y) becomes effective or is declared or becomes unconditional; (iii) the Transaction is implemented by way of a Scheme and (x) the Court Meeting and General Meeting are not held on or before the 22nd day after the expected date of the Court Meeting and the General Meeting (as applicable) set out in this document (or subsequent announcement of the timetable) (or such later date as may be agreed in writing between the parties with the consent of the Panel and the approval of the Court (if such approval(s) are required)), or (y) the Court Hearing is not held on or before the later of (A) the 22nd day after the expected day of the Court Hearing as set out in this document (or subsequent announcement of the timetable); and (B) thirty days after all the Conditions have been satisfied or waived (or such later date as may be agreed in writing between the parties with the consent of the Panel and the approval of the Court (if such approval(s) are required));

(d) upon service of written notice by either Quanex or Tyman to the other if, prior to the Long Stop Date, any Condition which has not been waived is (or has become) incapable of satisfaction by the Long Stop Date (in circumstances where invocation of the relevant Condition (or confirmation that the Condition is incapable of satisfaction, as appropriate) is permitted by the Panel);
(e) if the Transaction is (with the consent of the Panel) withdrawn, terminates or lapses in accordance with its terms prior to the Long Stop Date other than where (i) such lapse or withdrawal is as a result of the exercise of Quanex's right to effect a switch to a Takeover Offer or (ii) it is otherwise to be followed within five Business Days (or such other period as Quanex and Tyman may agree in writing) by a firm offer announcement made by Quanex (or a person acting in concert with Quanex) to implement the Transaction by a different offer or scheme on substantially the same or improved terms and which is (or is intended to be) recommended by the Tyman Directors; or
(f) unless otherwise agreed by Quanex and Tyman in writing or required by the Panel, if the Effective Date has not occurred by the Long Stop Date.

Clean Team and Joint Defence Agreement

Quanex, Tyman and certain of their respective external regulatory counsel entered into a clean team and joint defence agreement on 27 March 2024, to ensure that the exchange and/or disclosure of certain materials relating to the parties only takes place between their respective external regulatory counsel and external experts, and does not diminish in any way the confidentiality of such materials and does not result in a waiver of privilege, right or immunity that might otherwise be available.

3. Information on Quanex and Tyman

Please refer to paragraphs 7 and 8 of Part One (Letter from the Chairman of Tyman plc) of this document.

4. Financing of the Main Offer

Further information on the financing of the Transaction as well as the Interim Facility is set out in paragraph 12 of Part Eight (Additional Information of Tyman and Quanex) of this document.

5. The Meetings and the Court Hearing

The Scheme will require the approval of Scheme Shareholders at the Court Meeting and Tyman Shareholders at the separate General Meeting, both of which will be held at the offices of Latham & Watkins, 99 Bishopsgate, London, EC2M 3XF, at 2:30 p.m. (in respect of the Court Meeting) and 2:45 p.m. (in respect of the General Meeting) on 12 July 2024. The Court Meeting is being held with the permission of the Court to seek the approval of Scheme Shareholders for the Scheme. The General Meeting is being convened to seek the approval of Tyman Shareholders to enable the Tyman Directors to implement the Scheme and to amend the articles of association of Tyman as described in paragraph 2 of this Part Two (Explanatory Statement) above. The Scheme is set out in full at Part Four (The Scheme of Arrangement) of this document.

Notices of both the Court Meeting and the General Meeting are set out at Part Thirteen (Notice of Court Meeting) and Part Fourteen (Notice of General Meeting) of this document. Entitlement to attend and vote at the Meetings and the number of votes which may be cast at them will be determined by reference to the register of members of Tyman at the Voting Record Time (expected to be 6:00 p.m. (in respect of the Court Meeting) and 6:00 p.m. (in respect of the General Meeting) on 10 July 2024) or, if any such Meeting is adjourned, on the register of members at 6:00 p.m. (in respect of the Court Meeting) and 6:00 p.m. (in respect of the General Meeting) on the date which is two Business Days before the date set for such adjourned Meeting. In the event that any member or members of the Quanex Group become beneficially interested in any Tyman Shares before the Voting Record Time, such Tyman Shares shall become Excluded Shares and as a result, such members of the Quanex Group shall not be entitled to vote at the Court Meeting in respect of any Tyman Shares acquired by them. Such members of the Quanex Group shall, however, be able to exercise the voting rights attaching to any such Tyman Shares at the General Meeting.

If the Scheme becomes effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and irrespective of whether or not they voted in favour of the Resolutions, or abstained from voting on the Resolutions, at such Meetings).

Any Tyman Shares which Quanex or any other member of the Wider Quanex Group (or their respective nominees) may acquire before the Court Meeting are not Scheme Shares and therefore none of Quanex or any other member of the Wider Quanex Group (or their respective nominees) is entitled to vote at the Court Meeting in respect of the Tyman Shares held or acquired by it and will not exercise the voting rights attaching to such Tyman Shares at the General Meeting.

Court Meeting

The Court Meeting has been convened for 2:30 p.m. on 12 July 2024 at the offices of Latham & Watkins, 99 Bishopsgate, London, EC2M 3XF to enable the Scheme Shareholders to consider and, if thought fit, approve the Scheme. At the Court Meeting, voting will be by poll and each member present or by proxy will be entitled to one vote for each Scheme Share held at the Voting Record Time. The approval required at the Court Meeting is a simple majority in number of Scheme Shareholders present (and entitled to vote) and voting (either in person or by proxy), representing not less than 75 per cent. in value of the Scheme Shares held by those Scheme Shareholders present and voting in person or by proxy.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of opinion of Scheme Shareholders. Whether or not you intend to attend and/or vote at the Meetings, you are therefore strongly advised to sign and return your blue Form of Proxy by post or transmit a proxy appointment and voting instruction (electronically, online or through CREST) for the Court Meeting as soon as possible. The completion and return of the Forms of Proxy by post (or transmission of a proxy appointment or voting instruction electronically, online, through CREST or by any other procedure described in this document) will not prevent you from attending, speaking and voting at the Court Meeting or the General Meeting, if you are entitled and wish to do so.

You will find the notice of the Court Meeting in Part Thirteen (Notice of Court Meeting) of this document.

General Meeting

In addition, the General Meeting has been convened for the same date (to be held immediately after the Court Meeting) to consider and, if thought fit, pass a Special Resolution to approve:

(A) the authorisation of the Tyman Directors to take all such actions as they may consider necessary or appropriate to give effect to the Scheme; and
(B) the amendment of the articles of association of Tyman in the manner described in paragraph 2 of this Part Two (Explanatory Statement) above.

The Special Resolution will require votes in favour representing at least 75 per cent. of the votes cast on such resolution. Voting at the General Meeting will be held by way of a poll. Each holder of Tyman Shares who is entered on the register of members of Tyman at the Voting Record Time and is present either in person (including by corporate representative) or by proxy will be entitled to one vote for each Tyman Share so held.

You will find the notice of the General Meeting in Part Fourteen (Notice of General Meeting) of this document.

Court Hearing

Under the Companies Act, the Scheme requires the sanction of the Court. The hearing by the Court to sanction the Scheme is currently expected to be held on 24 July, subject to the prior satisfaction or waiver of the other Conditions set out in Part Three (Conditions to the Implementation of the Scheme and to the Transaction) of this document.

The Court Hearing is expected to be held in person at The Royal Courts of Justice, The Rolls Buildings, Fetter Lane, London EC4A 1NL but the Court is entitled to hold the Court Hearing remotely. If the Court Hearing is to be held remotely, Tyman will give notice of the same as soon as practicable once known, by issuing an announcement through a Regulatory Information Service, with such announcement being made available on Tyman's website at https://www.tymanplc.com/news/ rns-announcements. Scheme Shareholders are entitled to attend the Court Hearing, should they wish to do so, in person or through counsel.

Following sanction of the Scheme by the Court, the Scheme will become Effective in accordance with its terms upon a copy of the Court Order being delivered to the Registrar of Companies. This is presently expected to occur six Business Days after the date of the Court Hearing, subject to satisfaction (or, where applicable, waiver) of the Conditions.

Tyman will make an announcement through a Regulatory Information Service as soon as practicable following the Scheme becoming Effective.

Upon the Scheme becoming Effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted in favour of, or against, the Scheme at the Court Meeting or in favour of, or against, or abstained from voting on the Special Resolution at the General Meeting.

6. Entitlement to vote at the Meetings

Each Scheme Shareholder (in respect of the Court Meeting) and Tyman Shareholder (in respect of the General Meeting) who is entered in Tyman's register of members at the Voting Record Time (expected to be 6:00 p.m. (in respect of the Court Meeting) and 6:00 p.m. (in respect of the General Meeting) on 10 July 2024) will be entitled to attend and vote (either in person or by proxy) on all Resolutions to be considered at the Meetings. If either Meeting is adjourned, only those Scheme Shareholders or Tyman Shareholders (as applicable) on the register of members at the close of business on the day which is two Business Days before the adjourned meeting will be entitled to attend and vote (either in person or by proxy). Each eligible Scheme Shareholder or Tyman Shareholder (as applicable) is entitled to appoint a proxy or proxies to attend and, on a poll, to vote instead of him or her. A proxy need not be a Tyman Shareholder.

If you are in any doubt as to whether or not you are permitted to vote at the Meetings (or by appointing a proxy), please call Link Group, on +44 (0) 371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9:00 a.m. to 5:30 p.m., Monday to Friday, excluding public holidays in England and Wales. Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Further information on the actions to be taken is set out in paragraph 20 of this Part Two (Explanatory Statement).

7. Modifications to the Scheme

The Scheme contains a provision for Tyman and Quanex jointly to consent (on behalf of all persons concerned) to any modification of, or addition to, the Scheme or to any condition which the Court may approve or impose (with the consent of the Takeover Panel, if required under the Takeover Code). The Court would be unlikely to approve or impose any modification of, or addition or condition to, the Scheme which might be material to the interests of Scheme Shareholders unless Scheme Shareholders were informed of any such modification, addition or condition. It would be for the Court to decide, in its discretion, whether or not a further meeting of Scheme Shareholders should be held in those circumstances.

In accordance with the Takeover Code, except with the consent of the Takeover Panel, modifications or revisions to the Scheme may only be made: (i) no less than 14 days prior to the date of the Meetings (or any later date to which such meetings are adjourned); or (ii) at a later date, with the consent of the Takeover Panel. The implementation of the Transaction by way of a Takeover Offer as an alternative to the Scheme is not a modification or revision for the purposes of this paragraph 7 of Part Two (Explanatory Statement).

8. Alternative means of implementing the Transaction

Quanex reserves the right, subject to the prior consent of the Takeover Panel and in accordance with the Co-operation Agreement, to elect to implement the Transaction by way of a Takeover Offer. In such event, such Takeover Offer will be implemented in accordance with the terms as the Cooperation Agreement.

If the Transaction is effected by way of a Takeover Offer and such Takeover Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Quanex intends to: (i) make a request to the London Stock Exchange to cancel trading in Tyman Shares on Official List of the Main Market; and (ii) exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining Tyman Shares in respect of which the Takeover Offer has not been accepted.

9. Background to and reasons for the Tyman Directors' recommendation

Information relating to the background to and reasons for the Tyman Directors' unanimous recommendation of the Transaction is set out in paragraph 4 of Part One (Letter from the Chairman of Tyman plc) of this document and information relating to Quanex's intentions as regards the management, employees and locations of the Tyman Group are set out in paragraph 11 of Part One (Letter from the Chairman of Tyman plc) of this document.

10. Irrevocable undertakings

Information relating to the irrevocable undertakings which have been received by Quanex in respect of Tyman Shares is set out in paragraph 5 of Part One (Letter from the Chairman of Tyman plc) of this document and in paragraph 10 of Part Eight (Additional Information on Tyman and Quanex) of this document.

11. Cash confirmation

In accordance with Rule 24.8 of the Takeover Code, UBS, as financial adviser to Quanex, is satisfied that sufficient resources are available to Quanex to enable it to satisfy, in full, the cash consideration payable to Tyman Shareholders under the terms of the Transaction.

12. Capped All-Share Alternative

Under the Capped All-Share Alternative, eligible Scheme Shareholders may elect, in respect of all (but not part only) of their Tyman Shares, to receive in lieu of the Main Offer to which they are otherwise entitled:

for each Scheme Share held at the Scheme Record Time: 0.14288 of a New Quanex Share

Tyman Shareholders in Restricted Jurisdictions are not eligible to elect for the Capped All-Share Alternative.

The Capped All-Share Alternative is not being offered, sold or delivered, directly or indirectly, in or into any Restricted Jurisdiction and individual acceptances of the Capped All-Share Alternative and the transmission of New Quanex Shares under the Main Offer will only be valid if all regulatory approvals and consents required by a Tyman Shareholder to acquire the New Quanex Shares have been obtained.

If the Scheme becomes Effective, Scheme Shareholders who do not validly elect for the Capped All-Share Alternative will automatically receive the Main Offer for their entire holding of Tyman Shares.

Capped All-Share Alternative Maximum

The maximum number of New Quanex Shares available to the Scheme Shareholders under the Capped All-Share Alternative will be limited to the equivalent of 25.0 per cent. of the Tyman Shares outstanding on the Effective Date. To the extent that valid elections for the Capped All-Share Alternative received cannot be satisfied in full, they will be scaled back as nearly as possible on a pro-rata basis with the remaining consideration payable in cash and New Quanex Shares in the proportions applicable to the Main Offer. Certain further information relating to Quanex and the New Quanex Shares is contained at Part Nine (Summary of the Capped All-Share Alternative) below.

Scheme Shareholders should ascertain whether acquiring or holding New Quanex Shares is affected by the laws of the relevant jurisdiction in which they reside and consider whether New Quanex Shares are a suitable investment in light of their own personal circumstances and are, therefore, strongly recommended to seek their own independent financial, tax and legal advice in light of their own particular circumstances and investment objectives before deciding whether to elect for the Capped All-Share Alternative. Any decision to elect for the Capped All-Share Alternative should be based on independent financial, tax and legal advice and full consideration of this document, including, but not limited to, the information set out in Part Nine (Summary of the Capped All-Share Alternative) and Part Ten (How to make an election for the Capped All-Share Alternative).

A summary of the key rights and restrictions attaching to the Quanex Shares is set out in Part Nine (Summary of the Capped All-Share Alternative) and Part Eleven (Description of the New Quanex Shares and the Quanex Group).

13. Risk factors and other investment considerations regarding election for the Capped All-Share Alternative

The attention of the eligible Scheme Shareholders who may consider electing to receive their consideration by means of the Capped All-Share Alternative is drawn to certain risk factors, disadvantages and advantages and other investment considerations relevant to such an election. In considering the terms of the Capped All-Share Alternative, the Tyman Directors and Greenhill have considered these certain key factors and certain disadvantages and advantages of an election for the Capped All-Share Alternative outlined below.

These include, inter alia, the following:

Disadvantages of electing for the Capped All-Share Alternative:

the Capped All-Share Alternative increases the uncertainty over the value of consideration to be received by Tyman Shareholders by increasing the exposure to the potential volatility in Quanex's share price as well as the prevailing currency exchange rates;
the Capped All-Share Alternative does not include any element of consideration in cash instead all consideration is paid in shares, and consequently:
- any proceeds to Tyman Shareholders will only be realised over time depending on when such shareholders choose to sell their holding of New Quanex Shares or Quanex CDIs (representing an entitlement to New Quanex Shares) (as applicable). Therefore, such shareholders will not realise any immediate cash value at the Effective Date; and
- Tyman Shareholders electing to receive the Capped All-Share Alternative will be exposed 100 per cent. to risks associated with Quanex Shares as summarised in the section entitled "Risk Factors", Quanex's most recent Quarterly Report on Form 10-Q, and Quanex's other periodic filings with the SEC and available at https:// investors.quanex.com/;
Tyman Shareholders will have no certainty as to the amount of New Quanex Shares they would receive because:
- the maximum number of New Quanex Shares available to Tyman Shareholders under the Capped All-Share Alternative is limited to the equivalent of 25.0 per cent. of the Tyman Shares outstanding on the Effective Date; and
- to the extent that valid elections for the Capped All-Share Alternative cannot be satisfied in full, they will be scaled back as nearly as possible on a pro rata basis, and the balance of the consideration for each Tyman Share will be paid in cash and New Quanex Shares in accordance with the terms of the Main Offer;
eligible Tyman Shareholders will only be able to elect for the Capped All-Share Alternative in relation to their entire holding of Tyman Shares and not part only; and
Quanex may fail to realize the anticipated benefits and operating synergies expected from the Transaction, which could adversely affect the Quanex business, its financial condition and its operating results, any of which may impact the price of Quanex Shares.

Advantages of electing for the Capped All-Share Alternative:

the Capped All-Share Alternative allows Tyman Shareholders to participate to a greater extent, given their increased shareholding in Quanex, in the future value creation of the combination including the potential value creation achieved through the realisation of synergies and may ultimately deliver greater value than the Main Offer (although this cannot be guaranteed);
the Capped All-Share Alternative allows Tyman Shareholders to hold greater voting power in the combination than they would have under the Main Offer; and
the Capped All-Share Alternative may allow Tyman Shareholders to defer tax that otherwise may have become due on the cash portion of the Main Offer, depending on their own specific circumstances.

Tyman Shareholders are encouraged to take into account both the key factors, and certain advantages and disadvantages outlined above in relation to the Capped All-Share Alternative and the risk factors and other investment considerations summarised in this Part Two (Explanatory Statement), as well as their particular circumstances, when deciding whether to elect for the Capped All-Share Alternative in respect of all of their holding in Tyman Shares (subject to satisfaction of the eligibility criteria set out in Part Nine (Summary of the Capped All-Share Alternative) and Part Ten (How to make an election for the Capped All-Share Alternative) of this document). Tyman Shareholders should also ascertain whether acquiring or holding New Quanex Shares or Quanex CDIs (representing an entitlement to New Quanex Shares) is affected by the laws of the relevant jurisdiction in which they reside and consider whether Quanex Shares or Quanex CDIs are a suitable investment in light of their own personal circumstances. Accordingly, Tyman Shareholders are strongly recommended to seek their own independent financial, tax and legal advice in light of their own particular circumstances and investment objectives before deciding whether to elect for the Capped All-Share Alternative. Any decision to elect for the Capped All-Share Alternative should be based on any such independent financial, tax and legal advice and full consideration of the information in this document.

14. The Tyman Directors and the effect of the Scheme on their interests

The names of the Tyman Directors and details of their interests are set out in Part Eight (Additional Information on Tyman and Quanex) of this document.

Save as set out in this document, the effect of the Scheme on the interests of Tyman Directors does not differ from its effect on the like interests of any other Scheme Shareholder.

15. Quanex Stockholder Approval

Under NYSE rules, the issuance of the New Quanex Shares in connection with the Transaction requires the approval of the Quanex Stockholders at the Quanex Stockholder Meeting.

On 6 June 2024, Quanex mailed the Proxy Statement to Quanex Stockholders, which included a notice convening the Quanex Stockholder Meeting to be held on 12 July at 8:30 a.m. at Central Time, at Hotel Zaza located at 9787 Katy Freeway, Houston, Texas 77024. The Transaction is conditional on, amongst other things, the Quanex Share Proposal being approved by the affirmative vote of the holders of a majority of the Quanex Shares present in person or represented by proxy at the Quanex Stockholder Meeting and entitled to vote on the Quanex Share Proposal.

16. Cancellation of admission to trading, re-registration and settlement of cash consideration Cancellation of admission to trading and re-registration

Shortly before the Scheme becomes Effective, Tyman will make an application for the cancellation of the listing of Tyman Shares on the premium listing segment of the Official List and for the cancellation of trading of the Tyman Shares on the London Stock Exchange's Main Market for listed securities, in each case with effect shortly following the Effective Date. No transfers of Tyman Shares will be registered after the date on which dealings in Tyman Shares on the Main Market of the London Stock Exchange cease other than to Quanex (or as Quanex may otherwise direct) pursuant to the Tyman Articles, as proposed to be amended by the Special Resolution at the General Meeting as described in paragraph 2 of this Part Two (Explanatory Statement).

With effect from or shortly following the Effective Date, share certificates in respect of Tyman Shares shall cease to be valid and entitlements to Tyman Shares held within the CREST system shall be cancelled. Tyman Shareholders shall be required to return share certificates to Tyman or destroy them following the Effective Date.

Listing of Quanex Shares

A supplemental listing application will be made by or on behalf of Quanex to the NYSE for the listing of New Quanex Shares on the NYSE. It is expected that, subject to the Scheme becoming Effective, the New Quanex Shares will commence trading on the NYSE by 9.30 a.m. New York time on the first Business Day following the Effective Date and once issued and fully paid, will be capable of being held and transferred through DTC.

Settlement – cash consideration

Subject to the Scheme becoming Effective (and except as provided in Part Six (Additional Information for Overseas Shareholders) of this document in relation to certain overseas Tyman Shareholders), settlement of the cash consideration to which any Scheme Shareholder is entitled under the Scheme will be effected in the following manner:

(A) Scheme Shares in uncertificated form (that is, in CREST)

Where, at the Scheme Record Time, a Scheme Shareholder holds Scheme Shares in uncertificated form, except with the consent of the Panel, settlement of cash consideration to which such Scheme Shareholder is entitled will be paid by Quanex procuring that the Receiving Agent is instructed to create an assured payment obligation in favour of the Scheme Shareholder's payment bank in respect of the cash consideration due to them as soon as practicable after the Effective Date (and in any event within 14 calendar days or within such other time period as may be approved by the Panel).

As from the Scheme Record Time, each holding of Scheme Shares credited to any stock account in CREST will be disabled and all Scheme Shares will be removed from CREST in due course.

Quanex reserves the right to pay any cash consideration to all or any Scheme Shareholders who hold Scheme Shares in uncertificated form at the Scheme Record Time in the manner referred to in the paragraph below if, for any reason, it wishes to do so or, for reasons outside its reasonable control, it is not able to effect settlement in accordance with this paragraph (A).

(B) Scheme Shares in certificated form (that is, not in CREST)

Where, at the Scheme Record Time, a Scheme Shareholder holds Scheme Shares in certificated form, except with the consent of the Panel, settlement of cash consideration to which the Scheme Shareholder is entitled will be settled by Quanex by cheque.

Cheques in respect of cash consideration will be dispatched by the Receiving Agent by first class post (or by such other method as may be approved by the Panel) at the risk of the person entitled thereto as soon as practicable (and in any event within 14 calendar days or within such other time period as may be approved by the Panel) after the Effective Date. Cheques will be sent to Scheme Shareholders at the address appearing first in Tyman's register of members at the Scheme Record Time.

On or shortly following the Effective Date, each certificate representing a holding of Tyman Shares subject to the Scheme will cease to be valid. Following settlement of the consideration to which a Scheme Shareholder is entitled under the Scheme, Scheme Shareholders will be bound on the request of Tyman either: (i) to destroy such Tyman Share certificates; or (ii) to return such Tyman Share certificates to Tyman, or to any person appointed by Tyman, for cancellation.

Settlement – New Quanex Shares

Subject to the Scheme becoming effective (and except as provided in Part Six (Additional Information for Overseas Shareholders) of this document in relation to certain overseas Tyman Shareholders), settlement of the New Quanex Shares to which any Scheme Shareholder is entitled under the Scheme will be effected in the following manner:

(A) Scheme Shares in uncertificated form (that is, in CREST)

Unlike Tyman Shares, the Quanex Shares are not capable of being held, transferred or settled through the CREST settlement systems. For this reason, Scheme Shareholders who hold their Tyman Shares in uncertificated form through CREST ("Tyman CREST Shareholders") (directly or through a broker or other nominee with a CREST account) immediately prior to the Scheme Record Time will not be issued New Quanex Shares directly, but will instead be issued Quanex CDIs (representing an entitlement to New Quanex Shares) through an existing CDI programme administered through CREST in respect of Quanex Shares. Under the arrangements, one Quanex CDI will represent one Quanex Share and Quanex will procure that the appropriate CREST stock account is credited with Quanex CDIs in respect of such Scheme Shareholder's entitlement to New Quanex Shares.

The Quanex CDIs will reflect the same economic rights as are attached to the New Quanex Shares. However, whilst the holders of Quanex CDIs will have an interest in the underlying New Quanex Shares, they will not be registered holders of the New Quanex Shares.

The Quanex CDIs to which such Scheme Shareholders will be entitled under the Scheme will be delivered, held and settled in CREST and linked to the underlying New Quanex Shares by means of the CREST International Settlement Links Service and, in particular, CREST's established link with DTC. This link operates via the services of CREST International Nominees Limited, which is a participant in DTC.

Under the CREST International Settlement Links Services, CREST Depository Limited, a subsidiary of Euroclear, issues dematerialised depository interests representing entitlements to non-UK securities (such as the New Quanex Shares) called CREST Depository Interests or CDIs, which may be held, transferred and settled exclusively through CREST.

The terms on which CDIs are issued and held in CREST are set out in the CREST Manual (and, in particular, the deed poll set out in the CREST International Manual) and the CREST Terms and Conditions issued by Euroclear.

On settlement, the Quanex Transfer Agent will cause the credit of the New Quanex Shares through DTC to the securities deposit account of CREST International Nominees Limited, as nominee for CREST Depository Limited in DTC. CREST Depository Limited will then issue the Quanex CDIs through CREST to the Receiving Agent, as receiving agent for delivery to the securities deposit account in CREST in which each such uncertificated Scheme Shareholder previously held Scheme Shares. A custody fee, as determined by CREST from time to time, is charged at the user level (i.e. to the holder of Quanex CDIs) for the CREST International Settlement Links Service.

Notwithstanding the above, Quanex reserves the right to settle all or part of such consideration in accordance with paragraph (B) below of this Part Two (Explanatory Statement) if, for reasons outside Quanex's reasonable control, it is not able to effect settlement in accordance with this paragraph.

With effect from close of trading on the last day of dealings in Tyman Shares prior to the Effective Date, each holding of Scheme Shares credited to any stock account in CREST will be disabled and all Scheme Shares will be removed from CREST in due course. Euroclear will be instructed to credit the appropriate stock account in CREST of the CREST shareholder concerned with such CREST shareholder's entitlement to Quanex CDIs representing New Quanex Shares. The stock account concerned will be an account under the same participant ID and member account ID under which the relevant CREST shareholder holds the relevant Scheme Shares.

Should holders of Quanex CDIs choose to hold Quanex Shares via DRS instead of holding Quanex CDIs, they should direct their broker to make arrangements for the Quanex CDIs to be cancelled and for the Quanex Shares underlying the Quanex CDIs to be deposited into the holder's nominated US brokerage account. Such transfer may result in cross-border transaction fees.

If Tyman or Quanex reasonably believes or is advised that a Tyman Shareholder is a Restricted Shareholder, Quanex may at its discretion determine that any such New Quanex Shares or Quanex CDIs shall not be allotted and issued to such Scheme Shareholder but instead the New Quanex Shares or Quanex CDIs shall be allotted and issued to a nominee, appointed by Quanex, for such Scheme Shareholder, on terms that the nominee shall be authorised on behalf of such Scheme Shareholder to procure that such New Quanex Shares or Quanex CDIs shall, as soon as practicable following the Effective Date, be sold on behalf of such Scheme Shareholder. Any sale under this paragraph shall be carried out at the best price which can reasonably be obtained at the time of sale and the net proceeds of such sale (after the deduction of all expenses and commissions incurred in connection with such sale, including any value added tax payable on the proceeds of sale) shall be paid to such Scheme Shareholder by making a payment to such Scheme Shareholder as appropriate.

Rights attaching to Quanex CDIs (representing an entitlement to New Quanex Shares)

The registered holder of the New Quanex Shares represented by Quanex CDIs will be Cede & Co., a nominee of DTC. The custodian of those New Quanex Shares will be CREST International Nominees Limited, who will hold them, either directly or indirectly through a subcustodian, through book entry interests within the DTC system as nominee for CREST Depository Limited. CREST Depository Limited will hold those New Quanex Shares on trust (as bare trustee under English law) for the holders of Scheme Shares in uncertificated form to whom it will issue Quanex CDIs through CREST.

Euroclear offer a general meeting and proxy voting service for relevant CDIs representing US securities in partnership with Broadridge. Holders of Quanex CDIs who wish to participate in Quanex shareholder meetings will need to ensure that they have established connectivity with the Broadridge proxy voting service to receive meeting announcements and to send their voting instructions. Full details for CREST members can be found on the following webpage: https://my.euroclear.com/eui/en/reference/services/asset-servicing-basics/general-meetings-and-

proxy-voting-basics.html. Shareholders who are not direct CREST participants should refer to their broker for further information regarding Quanex shareholder voting. Holders of Quanex CDIs will otherwise be treated in the same manner as if they were registered holders of the New Quanex Shares underlying the Quanex CDIs, in each case in accordance with applicable law and, so far as is possible, in accordance with the CREST arrangements.

Persons holding or entitled to hold Quanex CDIs as a result of the Transaction who wish to elect to hold Quanex Shares via DRS may do so by directing their broker to make arrangements for the Quanex CDIs to be cancelled and for the Quanex Shares underlying the Quanex CDIs to be deposited into the person's nominated US brokerage account. Such transfer may result in cross-border transaction fees. Shareholders should read Part Sixteen (Q&A for Holders of Uncertificated Tyman Shares) of this document for further details regarding Quanex CDIs.

IMPORTANT NOTICE TO SCHEME SHAREHOLDERS WITH TYMAN SHARES IN UNCERTIFICATED FORM (SHARES HELD IN CREST)

(B) Scheme Shares in certificated form (that is, not in CREST)

Scheme Shareholders who hold their Scheme Shares in certificated form will be issued New Quanex Shares to which they are entitled under the Scheme directly, such that the name of each such Scheme Shareholder will be entered as the registered owner of the relevant number of New Quanex Shares through the Direct Registration System ("DRS").

The DRS is a method of recording entitlement to Quanex Shares in book-entry form which enables the Quanex Transfer Agent to maintain those shares electronically in Quanex's records on behalf of the relevant Scheme Shareholder without the need for a physical share certificate. The DRS method of share recording is commonly used in North America. Shares held in the DRS have all the traditional rights and privileges of shares held in certificated form.

Scheme Shareholders who receive their New Quanex Shares through DRS will be sent a book-entry account statement of ownership evidencing such Scheme Shareholder's ownership of New Quanex Shares by Equiniti shortly after, and in any event within 14 days of, the Effective Date. Along with the statement of ownership, such Scheme Shareholders will also be sent information about DRS, including further details on how the New Quanex Shares can be held, transferred or otherwise traded through DRS. Proxy materials, annual reports and other shareholder communications will be mailed from Quanex and/or its voting agent directly to the Scheme Shareholders who hold their New Quanex Shares through DRS.

Persons holding New Quanex Shares through DRS who wish to dispose of any of their New Quanex Shares may do so by contacting Equiniti, or any broker or custodian that is a DTC participant. The dealing services provided by and fees chargeable by different brokers may change from time to time and will vary between each broker and custodian. Any dividends paid on the New Quanex Shares held through DRS will be paid to holders of New Quanex Shares by cheque, provided that a holder of New Quanex Shares may, if such holder so wishes and subject to certain limitations, contact Equiniti requesting that payment in respect of dividends or other distributions (if any) on such New Quanex Shares be made directly to such holder's bank account (assuming, in each case, that such person remains a holder of New Quanex Shares as of any relevant dividend record date). Further information will be sent together with the statement of ownership. Scheme Shareholders who receive New Quanex Shares through DRS, but subsequently wish to hold the New Quanex Shares through a DTC participant, may instruct their DTC broker to transfer their New Quanex Shares into such DTC participant's account. Details of the manner in which such instructions may be given to brokers from Equiniti upon request.

IMPORTANT NOTICE TO SCHEME SHARHEOLDERS WITH TYMAN SHARES IN CERTIFICATED FORM (THOSE HOLDING TYMAN SHARE CERTIFICATES)

The Capped All-Share Alternative will be made available in respect of up to 25 per cent. of the Tyman Shares outstanding on the Effective Date. To the extent that valid elections for the Capped All-Share Alternative received cannot be satisfied in full, they will be scaled back as nearly as possible on a pro-rata basis with the remaining consideration payable in cash and New Quanex Shares in the proportions applicable to the Main Offer.

Shareholders should read Part Nine (Summary of the Capped All-Share Alternative) and Part Ten (How to make an election for the Capped All-Share Alternative) of this document which contains further details of the Capped All-Share Alternative and how to make an election under it.

A Scheme Shareholder who has returned a Form of Election and subsequently wishes to withdraw such election must notify Tyman's registrars, Link Group, on +44 (0) 371 664 0321 in writing by no later than the Election Return Time. Such notice must contain an original signature and clearly specify whether the election is to be withdrawn. Any notices of this nature should be sent to Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL. If the election was made through a TTE Instruction, Link Group should be contacted as soon as possible to arrange electronic withdrawal or amendment in sufficient time to permit the withdrawal to be completed by the Election Return Time.

(D) Tyman Shares acquired by current or former employees or directors under the Tyman Share Plans In the case of Scheme Shares acquired by current or former directors or employees of the Tyman Group on or around the same time as the Scheme becomes Effective pursuant to the vesting of awards and/or exercise of options under the Tyman Share Plans, settlement of the cash consideration shall be made to Tyman and/or Tyman's employee benefit trust on behalf of the relevant director or employee by such method as may be agreed between the parties within 14 calendar days of the Effective Date (or within such other time period as may be approved by the Panel) to enable payment directly into the applicable bank account through payroll as soon as reasonably practicable thereafter in accordance with the letters to be sent to them under Rule 15 of the Takeover Code or otherwise made available to participants in the Tyman Share Plans on or around the date of this document, subject to the deduction of any applicable income taxes and social security contributions which any member of the Tyman Group is required to account for to any relevant tax authority. For the avoidance of doubt, any payments made by Tyman and/or Tyman's employee benefit trust to the relevant Scheme Shareholders pursuant to these arrangements shall be effected reasonably promptly following receipt of the cash consideration by Tyman and/or Tyman's employee benefit trust but are not required to be effected within 14 days calendar days after the Effective Date.

(E) General

All documents and remittances sent to Tyman Shareholders will be sent at their own risk.

By 7:00 a.m. on the Business Day following the Effective Date, each certificate representing a holding of Scheme Shares will cease to be a valid document of title and should be destroyed or, at the request of Tyman, delivered to Tyman, or to any person appointed by Tyman to receive the same. By 7:00 a.m. on the Business Day following the Effective Date, entitlements to Scheme Shares that had been held within CREST will be cancelled.

Except with the consent of the Takeover Panel and subject to the provisions of subparagraph (F) below, settlement of the consideration to which any Tyman Shareholder is entitled under the Scheme will be implemented in full in accordance with the terms of the Scheme free of any lien, right of set-off, counterclaim or other analogous right to which Quanex might otherwise be, or claim to be, entitled against such Tyman Shareholder.

(F) Dividends

17. United Kingdom taxation

The comments set out below, which are intended as a general guide only, summarise certain limited aspects of the UK taxation treatment of Scheme Shareholders under the Scheme and do not purport to be a complete analysis of all tax considerations relating to the Scheme (and, without limitation, do not include analysis of tax considerations relating to participation in the Tyman Share Plans). They are based on current UK legislation and published HM Revenue and Customs ("HMRC") practice (which may not be binding on HMRC) applying at the date of this document, both of which are subject to change, possibly with retrospective effect. They do not constitute legal or tax advice and do not purport to be a complete analysis of all UK tax considerations relating to the Scheme.

The comments apply only to certain categories of person and, in particular, may not apply to such persons as market makers, brokers, charities, dealers in securities, intermediaries, insurance companies, persons who have or could be treated for tax purposes as having acquired their Scheme Shares by reason of their employment or as holding their Scheme Shares as carried interest, collective investment schemes, persons subject to UK tax on the remittance basis, and persons connected with depositary arrangements or clearance services, to whom special rules apply.

References below to "UK holders" are to Scheme Shareholders who: are resident in the UK; in the case of individuals, are domiciled or deemed domiciled for the relevant period solely in the UK for UK tax purposes and to whom "split year" treatment does not apply; do not have a permanent establishment, branch or agency in any jurisdiction with which the holding of the Tyman Shares is connected; hold their Scheme Shares as an investment (other than under a pension arrangement or an individual savings account); and are the absolute beneficial owners of their Scheme Shares.

The comments below relate to UK holders only except in relation to stamp duty or stamp duty reserve tax.

PROSPECTIVE INVESTORS WHO ARE IN ANY DOUBT ABOUT THEIR TAX POSITION AND/OR WHO MAY BE SUBJECT TO TAXATION IN ANY JURISDICTION OTHER THAN THE UNITED KINGDOM ARE STRONGLY RECOMMENDED TO CONSULT AN APPROPRIATELY QUALIFIED INDEPENDENT PROFESSIONAL ADVISER IMMEDIATELY.

UK taxation of chargeable gains

A UK Holder's liability to UK tax on chargeable gains will depend on the individual circumstances of that UK Holder and the form of consideration received.

Individual and corporate UK Holders receiving cash under the Main Offer

To the extent that a UK Holder of Scheme Shares receives cash as consideration for the transfer of their Scheme Shares as part of the Main Offer, the transfer of the Scheme Shares will be treated as a disposal of the UK Holder's Scheme Shares for the purposes of UK capital gains tax ("CGT") or UK corporation tax on chargeable gains (as applicable) and therefore may, depending on the UK holder's particular circumstances (including the UK holder's base cost in their holding of the Scheme Shares and the availability of exemptions, reliefs and/or allowable losses), give rise to a liability to CGT or UK corporation tax on chargeable gains or, alternatively, an allowable capital loss.

Subject to available exemptions, reliefs or allowances, gains arising on a disposal of Scheme Shares by an individual UK holder will be subject to CGT at the rate of 10 per cent. except to the extent that the gain, when it is added to the UK holder's other taxable income and gains in the relevant tax year, takes the individual UK holder's aggregate income and gains over the upper limit of the income tax basic rate band (£50,270 for the 2024/25 tax year assuming an income tax personal allowance of £12,570), in which case it will be taxed at the rate of 20 per cent. The CGT annual exemption (£3,000 for the 2024/25 tax year) may be available to individual UK holders to offset against chargeable gains realised on the disposal of their Scheme Shares.

Subject to available exemptions, reliefs or allowances, gains arising on a disposal of Scheme Shares by a UK holder within the charge to UK corporation tax will be subject to UK corporation tax at the main rate of 25 per cent. for the 2024/25 tax year for companies with profits in excess of £250,000, or the small profits rate of 19 per cent. for the 2024/25 tax year for companies with profits of £50,000 or less, with marginal relief from the main rate available to companies with profits between £50,000 and £250,000, subject to meeting certain criteria. For UK holders within the charge to UK corporation tax (but which do not qualify for the substantial shareholding exemption in respect of their Scheme Shares), indexation allowance may be available to reduce any chargeable gain arising on the disposal of their Scheme Shares. However, indexation cannot create or increase an allowable loss for corporation tax purposes. Indexation allowance is not available for any period of ownership from 1 January 2018.

Individual and corporate UK Holders receiving New Quanex Shares (or Quanex CDIs)

In relation to the receipt by a UK Holder of New Quanex Shares (or Quanex CDIs (representing an entitlement to New Quanex Shares)) in exchange for his or her (or its) Scheme Shares, and where such UK Holder does not hold (either alone or together with persons connected with him or her (or it)) more than 5 per cent. of, or of any class of, the shares in, or debentures of, Tyman, that Scheme Shareholder should not be treated as having made a disposal of Scheme Shares. Instead, the New Quanex Shares should be treated as the same asset as the Scheme Shares, and as acquired at the same time and for the same consideration as the Scheme Shares. Any gain or loss which would have arisen on a disposal of the Scheme Shares will be "rolled over" into the New Quanex Shares that they receive.

Pursuant to section 137 of the Taxation of Chargeable Gains Act 1992, the treatment described in the preceding paragraph will not apply to the receipt of New Quanex Shares by Scheme Shareholders who, alone or together with connected persons, hold more than 5 per cent. of, or of any class of, the shares in, or debentures of, Tyman unless the transaction is effected for bona fide commercial reasons and not for tax avoidance purposes.

UK holders are advised that no application for clearance has been made or is expected to be made to HMRC under section 138 of the Taxation of Chargeable Gains Act 1992 for confirmation that HMRC is satisfied that the exchanges mentioned above will be effected for bona fide commercial reasons and will not form part of any scheme or arrangements of which the main purpose, or one of the main purposes, is an avoidance of liability to CGT or UK corporation tax.

Individual and corporate UK Holders electing for the Capped All-Share Alternative

UK holders who elect for the Capped All-Share Alternative should consult their own professional advisers as to their tax position resulting from the making of such an election and the holding of New Quanex Shares.

United Kingdom Taxation of FY23 Dividend

Individual UK Holders

Individual UK holders will not (for the 2024/25 tax year) be liable for UK income tax on the first £500 of dividend income received by that UK holder in a tax year (the "Nil Rate Amount"). For these purposes, "dividend income" includes UK and non-UK source dividends and certain other distributions in respect of shares. The rates of tax on dividend income received by such an individual UK holder in excess of the Nil Rate Amount are (for the 2024/25 tax year):

8.75 per cent. to the extent that such individual UK holder is within the basic rate tax band;
33.75 per cent. to the extent that such individual UK holder is within the higher rate tax band; and
39.35 per cent. to the extent that such individual UK holder is within the additional rate tax band.

Dividend income that is within the Nil Rate Amount counts towards an individual's basic or higher rate limits, and will therefore potentially affect the level of savings allowance to which they are entitled, and the rate of tax that is due on any dividend income in excess of the Nil Rate Amount. In calculating into which tax band any dividend income over the Nil Rate Amount falls, savings and dividend income are treated as the highest part of an individual's income. Where an individual has both savings and dividend income, the dividend income is treated as the top slice.

Corporate UK Holders

UK Holders within the charge to UK corporation tax which are "small companies" (for the purposes of UK taxation of dividends) will not generally be subject to UK corporation tax on the FY23 Dividend, provided certain conditions are met.

For other UK Holders within the charge to UK corporation tax, the FY23 Dividend should generally fall within one or more of the classes of dividend qualifying for exemption from UK corporation tax. However, the exemptions are not comprehensive and are subject to anti-avoidance rules. Each UK Holder's position will depend on its own individual circumstances and appropriate professional advice should be sought where necessary.

Withholding

No UK tax was required to be withheld from payments of the FY23 Dividend (if any).

UK stamp duty and stamp duty reserve tax ("SDRT")

No UK stamp duty or SDRT should be payable by Scheme Shareholders on the transfer of their Scheme Shares under the Scheme. Quanex will be responsible for paying any stamp duty or SDRT payable in connection with the transfer of the Scheme Shares to it under the Scheme.

No UK stamp duty or SDRT should be payable by Scheme Shareholders on the issue of New Quanex Shares or Quanex CDIs (representing an entitlement to New Quanex Shares).

No stamp duty should be payable in the United Kingdom upon a paperless transfer of Quanex CDIs.

No UK SDRT should generally be payable on an agreement to transfer Quanex CDIs provided a number of conditions are satisfied. These include that Quanex is not managed or controlled in the United Kingdom, and that the Quanex Shares represented by the Quanex CDIs are of the same class as Quanex Shares that are listed on a recognised stock exchange and are not registered in a register in the UK.

18. Tyman Share Plans

Participants in the Tyman Share Plans will receive a separate communication explaining the effect of the Scheme on their rights under the Tyman Share Plans and containing the appropriate proposals which will be made to them by Quanex (the "Share Plan Letters").

In the event of any conflict between the summary below and the rules of the Tyman Share Plans and/or the Share Plan Letters, the rules of the Tyman Share Plans or the terms of the Share Plan Letters (as the case may be) will prevail.

A summary of the effect of the Scheme on awards/options under the Tyman Share Plans is set out below. The Scheme will not extend to any Tyman Shares issued after the Scheme Record Time. However, as part of the Special Resolution to be proposed at the General Meeting, it is proposed that the Tyman Articles be amended to provide that if the Scheme becomes effective, any Tyman Shares issued after the Scheme Record Time (including to participants in the Tyman Share Plans whose awards vest or who exercise options after the Scheme Record Time) will be transferred automatically to Quanex (or such person as Quanex directs) on the same terms as under the Scheme (other than terms as to timings, formalities and availability of the Capped All-Share Alternative).

Tyman LTIP

Awards/options are either granted under the Tyman LTIP conditional upon performance conditions being met and continued employment during the normal vesting period ("Performance Share Awards") or without performance conditions and solely based on continued employment during the normal vesting period ("Restricted Share Awards").

Options granted under the Tyman LTIP granted in 2020 and 2021, which have already vested as at the date of this document, will remain vested and exercisable during their normal exercise window under the rules of the Tyman LTIP.

Awards/options granted under the Tyman LTIP in 2022 and 2023, which are still unvested on the Court Sanction Date will vest earlier on that date, compared to their normal vesting date (in consequence of the Scheme and in accordance with participants' contractual rights under the Tyman LTIP). The Tyman Remuneration Committee will, at its discretion, determine on or shortly before the Court Sanction Date the extent to which such awards under the Tyman LTIP vest. The extent to which any unvested 2022 and 2023 Performance Share Awards vest on the Court Sanction Date shall be determined by the Tyman Remuneration Committee in accordance with the rules of the Tyman LTIP, subject to its discretion under the rules of the Tyman LTIP to: (i) assess the achievement of performance conditions; and (ii) disapply time pro-rating.

However, the maximum vesting levels for the 2022 and 2023 Performance Share Awards granted under the Tyman LTIP, will not exceed 50 per cent. vesting for the 2022 Performance Share Awards and 91 per cent. vesting for the 2023 Performance Share Awards in total.

It is the intention of the Tyman Remuneration Committee to disapply time pro-rating for all awards granted under the Tyman LTIP granted in 2022 and 2023.

The Performance Share Awards and Restricted Share Awards granted under the Tyman LTIP in 2024 ("2024 LTIP Awards") will not vest early on the Court Sanction Date. Instead, the 2024 LTIP Awards will automatically lapse on the Effective Date if the Effective Date occurs prior to the Normal Vesting Date (as defined in the Tyman LTIP rules) of such 2024 LTIP Awards.

On the lapsing of the 2024 LTIP Awards, Quanex has agreed that, as soon as reasonably practicable after the Effective Date, Quanex will grant to all individuals who:

(a) are Tyman Employees immediately prior to the Effective Date and who have not given or received notice of termination of employment prior to that time; and
(b) held outstanding 2024 LTIP Awards immediately prior to the Effective Date,

(each a "Replacement Award Participant") an award under the Quanex Omnibus Incentive Plan (the "Replacement Awards") granted on the following terms:

(i) save as set out below, the terms of the Replacement Awards will be the same as set out in the rules of the Quanex Omnibus Incentive Plan;
(ii) the Replacement Awards will not be granted subject to performance conditions;
(iii) the Replacement Awards will be subject to the leaver provisions set out in the Quanex Omnibus Incentive Plan (as amended in the way explained under paragraph 5.1(a)(ii) of Part 2 in the Schedule to the Co-operation Agreement) and the vesting date of each Replacement Award will replicate the vesting date of its corresponding 2024 LTIP Award (unless accelerated under the applicable leaver provisions);
(iv) the number of Quanex Shares subject to each Replacement Award (rounded down to the nearest whole share) shall be calculated as follows:

$$\left(\frac{(\mathsf{A}\times\mathsf{B})}{\mathcal{C}}\right)\times\mathsf{s}\mathsf{o}\mathsf{o}\mathsf{e}\mathsf{e}$$

where:

A is the number of Tyman Shares subject to the 2024 LTIP Award on the date of grant;

B is the value of the consideration that the individual would have received for the Tyman Shares that are subject to that 2024 LTIP Award under the Main Offer, being 240.0 pence in cash and 0.05715 of a New Quanex Share, save that for this purpose the value of the Quanex Shares shall be £28.00 per Quanex Share (being the closing price for a Quanex Share on the 19th April 2024 (being the Latest Practicable Date as defined in the Announcement), converted into pounds sterling using the exchange rate on Bloomberg at the time that trading closed on the New York Stock Exchange on the 19 April 2024 (being the Latest Practicable Date as defined in the Announcement); and

C is £29.10 (being the average closing price of a Quanex Share on the ten trading days immediately before (and including) the 19 April 2024 (being the Latest Practicable Date as defined in the Announcement), and converted into pounds sterling using the exchange rate at the time that trading closed on the New York Stock Exchange on the 19 April 2024 (being the Latest Practicable Date as defined in the Announcement).

Awards/options granted under the Tyman LTIP will be able to receive dividend equivalent amounts, to be received in Tyman Shares save that where any Tyman LTIP awards/options under the LTIP become eligible to receive dividend equivalents in respect of dividends due for payment after the Announcement, such dividend equivalents will be paid in cash.

Any holding period applying to Tyman LTIP awards/options will cease to apply on the Court Sanction Date.

Quanex and Tyman have agreed, in relation to an employee of the Italian subsidiary of Tyman, that Tyman may grant to such employee a 2024 LTIP Award over 11,479 Tyman Shares in order to correct a prior clerical error. Such award will be subject to the same vesting and automatic lapsing terms as the other 2024 LTIP Awards and, provided the relevant conditions to receive a Replacement Award are met, Quanex will grant the participant a Replacement Award on the terms set out above.

Tyman DSBP

Awards granted under the Tyman DSBP which would not otherwise vest prior to the Court Sanction Date will (in consequence of the Scheme and in accordance with participants' contractual rights under the Tyman DSBP) vest in full on the Court Sanction Date.

Tyman Sharesave Plans

Options granted under the Tyman Sharesave Plans which would not otherwise have been exercisable prior to the Court Sanction Date will (in consequence of the Scheme and in accordance with participants' contractual rights under the rules of the relevant plan) be exercisable in accordance with the rules of the relevant Tyman Sharesave Plan to the extent of the relevant participant's savings at the time of exercise and, to the extent not exercised within six months of the Court Sanction Date, will lapse unless they lapse earlier in accordance with their terms.

Quanex has agreed that, as soon as practicable following the Effective Date, it will make (or procure payment of) a one-off cash payment to those participants in the Tyman Sharesave Plans who exercise their options during the 20 day period ending on the Court Sanction Date of an amount equal to the additional profit which the participants would have received if they had continued making their monthly savings contributions after the Effective Date and exercised their options at the end of eight months following the Effective Date (or, if earlier, the maturity date of the relevant savings contract), and had those Tyman Shares been acquired on the terms of the Scheme (subject to the deduction of any applicable income taxes and social security contributions which any member of the Tyman Group is required to account for to any relevant tax authority) provided that no such cash payment will be made in respect of options granted under such plans after the date of the Co-operation Agreement.

Tyman Employee Benefit Trust ("EBT")

Tyman will request that the trustee of the EBT use the Tyman Shares that it holds to satisfy outstanding awards under the Tyman Share Plans as and when required. Tyman will also use any Tyman Shares in treasury to satisfy outstanding awards. To the extent that there are insufficient Tyman Shares held in the EBT and in treasury to satisfy such awards, Tyman will request that the trustee of the EBT use any cash held in the EBT to subscribe for new Tyman Shares or purchase existing Tyman Shares in the market to satisfy such awards.

19. Restricted and Overseas Shareholders

The availability of the Scheme and the Transaction to Restricted Shareholders may be affected by the laws of the relevant jurisdiction. Tyman Shareholders in Restricted Jurisdictions are not eligible to elect for the Capped All-Share Alternative. Restricted Shareholders should inform themselves about and should observe any applicable legal requirements. It is the responsibility of all Restricted Shareholders to satisfy themselves as to the full compliance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Transaction disclaim any responsibility or liability for the violation of such restrictions by any person.

Overseas holders of Tyman Shares should refer to Part Six (Additional Information for Overseas Shareholders) of this document which contains important information relevant to such holders.

20. Actions to be taken

Actions to be taken by Tyman Shareholders

The Scheme will require approval at a meeting of Scheme Shareholders convened by order of the Court to be held at the offices of Latham & Watkins, 99 Bishopsgate, London, EC2M 3XF at 2:30 p.m. on 12 July 2024. The approval required at this meeting is that those present and voting (and entitled to vote) either in person or by proxy to approve the Scheme must:

(A) represent a simple majority in number of those Scheme Shareholders present and voting (and entitled to vote) either in person or by proxy; and
(B) also represent not less than 75 per cent. in value of the Scheme Shares held by those Scheme Shareholders present and voting (and entitled to vote) either in person or by proxy.

The Scheme requires the sanction of the Court at the Court Hearing. The Court Hearing is expected to be held at The Royal Courts of Justice, The Rolls Buildings, Fetter Lane, London EC4A 1NL. Scheme Shareholders are entitled to attend the Court Hearing, should they wish to do so, in person or represented by counsel.

Implementation of the Scheme will also require approval by Special Resolution at the General Meeting to be held immediately after the Court Meeting, as described in paragraph 5 above. The approval required for this Special Resolution to be passed is a vote in favour of not less than 75 per cent. of the votes cast.

If the Scheme becomes effective it will be binding on all holders of Scheme Shares irrespective of whether or not they attended or voted at the Court Meeting or the General

Meeting (and irrespective of whether or not they voted in favour of the Resolutions at such Meetings).

Sending Forms of Proxy by post

Tyman Shareholders will find enclosed a blue Form of Proxy for the Court Meeting and a yellow Form of Proxy for the General Meeting. Please complete and sign the Forms of Proxy in accordance with the instructions printed on them and return them to Link Group, Tyman's registrars, by post to Link Group at Central Square, 29 Wellington Street, Leeds, LS1 4DL so as to be received as soon as possible and in any event not later than the relevant times set out below:

Blue Forms of Proxy for the Court Meeting	2:30 p.m. on 10 July 2024
Yellow Forms of Proxy for the General Meeting	2:45 p.m. on 10 July 2024

or, if in either case the Meeting is adjourned, the relevant Form of Proxy should be received not later than 48 hours (excluding any part of such 48 hour period falling on a non-business day) before the time fixed for the adjourned Meeting.

If the blue Form of Proxy for the Court Meeting is not lodged by the relevant time, you may complete the blue Form of Proxy and hand it to a representative of Tyman's registrars, Link Group, on behalf of the Chair of the Court Meeting, or to the Chair of the Court Meeting, before the start of the Court Meeting and it will be valid. If the yellow Form of Proxy for the General Meeting is not lodged by the relevant time, it will be invalid.

Online appointment of proxies

As an alternative to completing and returning the printed Forms of Proxy, proxies may be appointed electronically by logging on to the following website: www.signalshares.com, selecting the "Proxy Vote" button and following the instructions therein. For an electronic proxy appointment to be valid, the appointment must be received by Link Group not later than 48 hours (excluding any part of such 48-hour period falling on a non-business day) before the time fixed for the relevant Meeting or any adjournment thereof. Full details of the procedure to be followed to appoint a proxy electronically are given on the website.

Electronic appointment of proxies through CREST

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with the specifications of Euroclear and must contain the information required for such instructions as described in the CREST Manual. The message (regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy) must, in order to be valid, be transmitted so as to be received by Link Group (ID: RA10) not later than 48 hours (excluding any part of such 48-hour period falling on a non-business day) before the time fixed for the relevant Meeting or any adjournment thereof. 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 Link Group are able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

Tyman may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the CREST Regulations.

At the Court Meeting, it is particularly important that as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of Scheme Shareholders' opinion. You are therefore strongly urged to complete, sign and return your blue Form of Proxy or to appoint a proxy electronically or through the CREST electronic proxy appointment service (as appropriate) as soon as possible.

21. Further information

The terms of the Scheme are set out in full in Part Four (The Scheme of Arrangement) of this document. Your attention is also drawn to the further information contained in this document, including the Conditions to the implementation of the Scheme and to the Transaction in Part Three (Conditions to the Implementation of the Scheme and to the Transaction) of this document. Further information regarding Tyman and Quanex is set out in Part Eight (Additional Information on Tyman and Quanex) of this document. Documents published and available for inspection are listed in paragraph 18 of Part Eight (Additional Information on Tyman and Quanex) of this document.

Yours faithfully,

Greenhill & Co. International LLP

..........................................................................

PART THREE

CONDITIONS TO THE IMPLEMENTATION OF THE SCHEME AND TO THE TRANSACTION

Part A: Conditions of the Scheme and the Transaction

Long Stop Date

The Transaction will be conditional upon the Scheme becoming unconditional and being Effective, subject to the provisions of the Takeover Code, by no later than the Long Stop Date.

Scheme approval

1. The Scheme will be conditional upon:
2. (a)
(i) its approval by a majority in number of the Scheme Shareholders (or the relevant class or classes thereof, if applicable), present and voting (and entitled to vote), either in person or by proxy, at the Court Meeting (and at any separate class meeting which may be required by the Court, if applicable), or at any adjournment of the Court Meeting, and who represent at least 75 per cent. in value of the Scheme Shares voted by those Scheme Shareholders; and
(ii) such Court Meeting (and any separate class meeting which may be required by the Court, if applicable) being held on or before the 22nd day after the expected date of such meeting set out in the expected timetable of principal events on pages 18 to 19 of this document (or such later date as may be agreed by Quanex and Tyman, with the consent of the Panel, and the Court may approve (if such approval is required));

(b)

(i) the Resolutions being duly passed by the requisite majority or majorities of Tyman Shareholders at the General Meeting (or any adjournment of it); and
(ii) such General Meeting being held on or before the 22nd day after the expected date of such meeting set out in the expected timetable of principal events on pages 18 to 19 of this document (or such later date as may be agreed by Quanex and Tyman, with the consent of the Panel, and the Court may approve (if such approval is required)); and

(c)

(i) the sanction of the Scheme by the Court (with or without modification, but subject to any modification being on terms acceptable to Tyman and Quanex) and the delivery of a copy of the Court Order to the Registrar of Companies; and
(ii) the Court Hearing being held on or before the 22nd day after the expected date of such hearing set out in the expected timetable of principal events on pages 18 to 19 of this document (or such later date as may be agreed by Quanex and Tyman, with the consent of the Panel, and the Court may approve (if such approval is required)).

In addition, subject as stated in Part B below, and to the requirements of the Panel, Quanex and Tyman have agreed that the Transaction will be conditional upon the following Conditions and, accordingly, the Court Order will not be delivered to the Registrar of Companies unless such Conditions below (as amended, if appropriate) have been satisfied (and continue to be satisfied pending the commencement of the Court Hearing) or, where relevant, waived:

New Quanex Shares

the approval of the Quanex Share Proposal by a majority of Quanex Shares present in person or represented by proxy at the Quanex Stockholder Meeting and entitled to vote on the Quanex Share Proposal;
the NYSE having approved, and not withdrawn such approval, the listing of the New Quanex Shares to be issued, subject to official notice of issuance;

Official authorisations and regulatory clearances

1. all necessary notifications and filings having been made and all applicable waiting periods (including any extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations made thereunder, having expired, lapsed or been terminated as appropriate in each case in respect of the Transaction;
1. one of the following having occurred:
2. (a) the CMA having indicated in a response to a submission of a briefing paper that it has no further questions at that stage in relation to the Transaction; and as at the date on which all other Conditions are satisfied or waived, the CMA has not: (i) requested submission of a merger notice; (ii) given notice to either party that it is commencing a Phase 1 investigation; (iii) indicated that the statutory review period has begun in which the CMA has to decide whether to make a reference under section 34ZA of the Enterprise Act 2002; or (iv) requested documents or attendance by witnesses under section 109 of the Enterprise Act 2002 which may indicate that it intends to commence the aforementioned statutory review period in respect of the Transaction; or
3. (b) where the CMA has commenced an investigation following the submission of a merger notice or a briefing paper, the CMA:
  - (i) in accordance with section 33(1) of the Enterprise Act 2002, announcing that it has decided not to refer the Transaction to the chair of the CMA for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013 (a "Referral"); or
  - (ii) in accordance with section 73(2) of the Enterprise Act 2002, formally accepting undertakings in lieu of a Referral offered by Quanex, or a modified version of them;
1. if and to the extent that any or all of Conditions 5 and 6 are waived or are not invoked by Quanex, all authorisations, orders, grants, recognitions, determinations, confirmations, consents, licences, clearances, permissions, exemptions and approvals from the authorities referred to in or relevant to Conditions 5 and 6 (for the purposes of this Condition 7, each a "Clearance") including, without limitation, any Clearance in connection with a Referral and/or any "phase 2" or similar "in depth" review by any of the authorities referred to in or relevant to Conditions 5 and 6 having been obtained;

Notifications, waiting periods and Authorisations

all notifications, filings or applications which are necessary or reasonably considered appropriate or desirable by Quanex having been made in connection with the Transaction and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with in each case in respect of the Transaction and its implementation and all Authorisations reasonably necessary or appropriate for or in respect of the Transaction and, except pursuant to Chapter 3 of Part 28 of the Companies Act, the acquisition of any shares or other securities in, or control or management of, Tyman or any other member of the Wider Tyman Group by any member of the Wider Quanex Group having been obtained in terms and in a form reasonably satisfactory to Quanex from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Tyman Group or the Wider Quanex Group has entered into contractual arrangements and all such Authorisations necessary, appropriate or desirable to carry on the business of any member of the Wider Tyman Group in any jurisdiction having been obtained and all such Authorisations remaining in full force and effect at the time at which the Transaction becomes otherwise unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

General anti-trust and regulatory

1. no antitrust regulator or Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to, in any case to an extent or in a manner which is or would be material in the context of the Wider Tyman Group taken as a whole or in the context of the Transaction:
2. (a) require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider Quanex Group or by any member of the Wider Tyman Group of all or any material part of its businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof);
3. (b) except pursuant to Chapter 3 of Part 28 of the Companies Act, require any member of the Wider Quanex Group or the Wider Tyman Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider Tyman Group or any asset owned by any Third Party (other than in connection with the implementation of the Transaction);
4. (c) impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Quanex Group directly or indirectly to acquire, hold or to exercise effectively all or any rights of ownership in respect of shares, loans or securities convertible into shares or any other securities (or the equivalent) in Tyman or on the ability of any member of the Wider Tyman Group or any member of the Wider Quanex Group directly or indirectly to hold or exercise effectively all or any rights of ownership in respect of shares, loans or securities convertible into shares or any other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Wider Tyman Group;
5. (d) otherwise adversely affect any or all of the business, assets, profits or prospects of any member of the Wider Tyman Group or the Wider Quanex Group;
6. (e) result in any member of the Wider Tyman Group or any member of the Wider Quanex Group ceasing to be able to carry on business under any name under which it presently carries on business;
7. (f) make the Scheme or the Transaction, its implementation or the acquisition of any shares or other securities in, or control or management of, Tyman or any member of the Wider Tyman Group by any member of the Wider Quanex Group void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly prevent or prohibit, restrict, restrain, or delay or otherwise materially interfere with the implementation of, or impose additional conditions or obligations with respect to, or otherwise challenge, impede, interfere or require material amendment of the Scheme and/ or the Transaction or the acquisition of any shares or other securities in, or control or management of, Tyman or any member of the Wider Tyman Group by any member of the Wider Quanex Group;
8. (g) require, prevent or delay a divestiture by any member of the Wider Quanex Group of any shares or other securities (or the equivalent) in any member of the Wider Tyman Group or any member of the Wider Quanex Group;
9. (h) impose any limitation on the ability of any member of the Wider Quanex Group or any member of the Wider Tyman Group to conduct, integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider Quanex Group and/or the Wider Tyman Group;
10. (i) require any member of the Wider Tyman Group or the Wider Quanex Group to terminate or vary in any material way any material contract to which any member of the Wider Tyman Group or the Wider Quanex Group is a party;
(j) require any member of the Wider Quanex Group or any member of the Wider Tyman Group or any of their respective affiliates to: (i) invest, contribute or loan any capital or assets to; (ii) guarantee or pledge capital assets for the benefit of any member of the Wider Quanex Group or any member of the Wider Tyman Group; or
(k) otherwise materially adversely affect any or all of the business, assets, profits or prospects of any member of the Wider Tyman Group or any member of the Wider Quanex Group,

and all applicable waiting and other time periods (including any extensions of them) during which any such antitrust regulator or Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Transaction or the acquisition of any Tyman Shares or otherwise intervene having expired, lapsed or been terminated;

Certain matters arising as a result of any arrangement, agreement, etc.

1. except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider Tyman Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject to or any event or circumstance which, as a consequence of the Transaction or the proposed acquisition or the acquisition by any member of the Wider Quanex Group of any shares or other securities (or the equivalent) in Tyman or because of a change in the control or management of any member of the Wider Tyman Group or otherwise, would or might reasonably be expected to result in, in each case to an extent which is material in the context of the Wider Tyman Group as a whole:
2. (a) any monies borrowed by, or any other indebtedness or liabilities, actual or contingent, of, or any grant available to, any member of the Wider Tyman Group being or becoming repayable, or capable of being declared repayable, immediately or before its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;
3. (b) save in the ordinary course of business, the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interests of any member of the Wider Tyman Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) being enforced or becoming enforceable;
4. (c) any such arrangement, agreement, lease, licence, franchise, permit or other instrument being terminated or becoming capable of being terminated or adversely modified or the rights, liabilities, obligations or interests of any member of the Wider Tyman Group being terminated or adversely modified or adversely affected or any obligation or liability arising or any adverse action being taken or arising thereunder;
5. (d) any liability of any member of the Wider Tyman Group to make any severance, termination, bonus or other payment to any of its directors, or other officers;
6. (e) the rights, liabilities, obligations, interests or business of any member of the Wider Tyman Group or any member of the Wider Quanex Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider Tyman Group or any member of the Wider Quanex Group in or with any other person or body or firm or company (or any agreement or arrangement relating to any such interests or business) being or becoming capable of being terminated, or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;
7. (f) any member of the Wider Tyman Group ceasing to be able to carry on business under any name under which it presently carries on business;
8. (g) the business, assets, profits, value of, or the financial or trading position or prospects of, any member of the Wider Tyman Group being prejudiced or adversely affected; or

(h) the creation or acceleration of any material liability (actual or contingent) by any member of the Wider Tyman Group other than trade creditors or other liabilities incurred in the ordinary course of business,

and, except as Disclosed, no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider Tyman Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might result in any of the events or circumstances as are referred to in Conditions 10(a) to (h);

Certain events occurring since 31 December 2023

1. except as Disclosed, no member of the Wider Tyman Group having since 31 December 2023:
2. (a) issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of Tyman Shares out of treasury (except, where relevant, as between Tyman and wholly-owned subsidiaries of Tyman or between the wholly-owned subsidiaries of Tyman and except for the issue or transfer out of treasury of Tyman Shares on the exercise of employee share options or vesting of employee share awards in the ordinary course under the Tyman Share Plans);
3. (b) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than: (i) the FY23 Dividend; and (ii) dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly-owned subsidiary of Tyman to Tyman or any of its wholly-owned subsidiaries;
4. (c) other than pursuant to the Transaction (and except for transactions between Tyman and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Tyman and transactions in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or offer or disposal of assets or shares or loan capital (or the equivalent thereof) in each case to an extent which is material in the context of the Wider Tyman Group taken as a whole or is material in the context of the Transaction;
5. (d) except for: (i) transactions between Tyman and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Tyman; and (ii) transactions in the ordinary course of business, disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset or authorised, proposed or announced any intention to do so;
6. (e) except for transactions between Tyman and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Tyman, issued, authorised or proposed or announced an intention to authorise or propose, the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability or incurred or increased any indebtedness, in each case to an extent which is material in the context of the Wider Tyman Group taken as a whole or is material in the context of the Transaction;
7. (f) entered into any licence or other disposal of intellectual property rights of any member of the Wider Tyman Group which are material in the context of the Wider Tyman Group taken as a whole;
8. (g) entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, unusual or onerous nature or magnitude or which is or which involves or could involve an obligation of a nature or magnitude which is reasonably likely to be restrictive on the business of any member of the Wider Tyman Group;
(h) entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary the terms of any contract, service agreement, commitment or arrangement with any director or senior executive of any member of the Wider Tyman Group, except for salary increases, bonuses or variations of terms in the ordinary course;
(i) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any employee of the Wider Tyman Group;
(j) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, except in respect of the matters mentioned in sub-paragraph (a) above, made any other change to any part of its share capital;
(k) except in the ordinary course of business, waived, compromised or settled any claim which is material in the context of the Wider Tyman Group as a whole;
(l) terminated or varied the terms of any agreement or arrangement between any member of the Wider Tyman Group and any other person in a manner which would or might reasonably be expected to have a material adverse effect on the financial position of the Wider Tyman Group taken as a whole;
(m) made any material alteration to its memorandum or articles of association or other constitutional documents;
(n) except in relation to changes made or agreed as a result of, or arising from, changes to legislation, made or agreed or consented to any change to:
- (i) the terms of the trust deeds and rules constituting the pension scheme(s) established by any member of the Wider Tyman Group for its directors, employees or their dependants;
- (ii) the contributions payable to any such scheme(s) or to the benefits which accrue, or to the pensions which are payable, thereunder;
- (iii) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or
- (iv) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued, made, agreed or consented to;
(o) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;
(p) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any of its material assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;
(q) except for transactions between Tyman and its wholly owned subsidiaries or between the wholly owned subsidiaries, made, authorised, proposed or announced an intention to propose any change in its loan capital;
(r) entered into, implemented or authorised the entry into, any joint venture, asset or profitsharing arrangement, partnership, merger of business or corporate entities, composition, assignment, reconstruction, amalgamation, commitment, scheme or other similar transaction or arrangement (other than the Scheme) which is material in the context of the Wider Tyman Group taken as a whole or in the context of the Transaction;
(s) having taken (or agreed or proposed to take) any action which requires or would require, the consent of the Panel or the approval of Tyman Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code; or
(t) entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition 11 which is material in the context of the Wider Tyman Group taken as a whole;

No adverse change, litigation or regulatory enquiry or similar

1. except as Disclosed, since 31 December 2023 there having been:
2. (a) no adverse change and no circumstance having arisen which would or might be expected to result in any adverse change or deterioration in, the business, assets, value, financial or trading position or profits or prospects or operational performance of any member of the Wider Tyman Group which is material in the context of the Wider Tyman Group taken as a whole or is material in the context of the Transaction;
3. (b) no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against or remaining outstanding against or in respect of, any member of the Wider Tyman Group or to which any member of the Wider Tyman Group is or may become a party (whether as claimant, defendant or otherwise) having been threatened, announced, instituted or remaining outstanding by, against or in respect of, any member of the Wider Tyman Group, in each case which is or might reasonably be expected to be material in the context of the Wider Tyman Group taken as a whole or is material in the context of the Transaction;
4. (c) no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Tyman Group having been threatened, announced or instituted or remaining outstanding by, against or in respect of any member of the Wider Tyman Group, in each case which might reasonably be expected to have a material adverse effect on the Wider Tyman Group taken as a whole or is material in the context of the Transaction;
5. (d) no contingent or other liability having arisen or become apparent to Quanex or increased which is reasonably likely to affect adversely the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider Tyman Group to an extent which is material in the context of the Wider Tyman Group taken as a whole or is material in the context of the Transaction;
6. (e) no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Tyman Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which might reasonably be expected to have a material adverse effect on the Wider Tyman Group taken as a whole or is material in the context of the Transaction; and
7. (f) no member of the Wider Tyman Group having conducted its business in breach of any applicable laws or regulations which might reasonably be expected to have a material adverse effect on the Wider Tyman Group taken as a whole or is material in the context of the Transaction;

No discovery of certain matters regarding information, liabilities and environmental issues

1. except as Disclosed, Quanex not having discovered that:
2. (a) any financial, business or other information concerning the Wider Tyman Group publicly announced before the date of the Announcement or disclosed at any time to any member of the Wider Quanex Group by or on behalf of any member of the Wider Tyman Group before the date of the Announcement is misleading, contains a material misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading;
(b) any member of the Wider Tyman Group or any partnership, company or other entity in which any member of the Wider Tyman Group has a significant economic interest and which is not a subsidiary undertaking of Tyman is, otherwise than in the ordinary course of business, subject to any liability, contingent or otherwise which is material in the context of the Wider Tyman Group taken as a whole or material in the context of the Transaction;
(c) any past or present member of the Wider Tyman Group has not complied with all applicable legislation, regulations or other requirements of any jurisdiction or any Authorisations relating to the use, treatment, storage, carriage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including property) or harm human or animal health or otherwise relating to environmental matters or the health and safety of humans, which non-compliance would be likely to give rise to any material liability including any penalty for non-compliance (whether actual or contingent) on the part of any member of the Wider Tyman Group, in each case to an extent which is material in the context of the Wider Tyman Group taken as a whole or material in the context of the Transaction;
(d) there has been a disposal, discharge, spillage, accumulation, release, leak, emission or the migration, production, supply, treatment, storage, transport or use of any waste or hazardous substance or any substance likely to impair the environment (including any property) or harm human or animal health which (whether or not giving rise to noncompliance with any law or regulation), would be likely to give rise to any material liability (whether actual or contingent) on the part of any member of the Wider Tyman Group, in each case to an extent which is material in the context of the Wider Tyman Group taken as a whole or material in the context of the Transaction;
(e) there is or is reasonably likely to be any obligation or liability (whether actual or contingent) or requirement to make good, remediate, repair, reinstate or clean up any property, asset or any controlled waters currently or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider Tyman Group (or on its behalf), or in which any such member may have or previously have had or be deemed to have had an interest, under any environmental legislation, common law, regulation, notice, circular, Authorisation or order of any Third Party in any jurisdiction or to contribute to the cost thereof or associated therewith or indemnify any person in relation thereto; or
(f) circumstances exist (whether as a result of making the Transaction or otherwise) which would be reasonably likely to lead to any Third Party instituting (or whereby any member of the Wider Tyman Group would be likely to be required to institute), an environmental audit or take any steps which would in any such case be reasonably likely to result in any actual or contingent liability to improve or install new plant or equipment or to make good, repair, reinstate or clean up any property of any description or any asset now or previously owned, occupied or made use of by any past or present member of the Wider Tyman Group (or on its behalf) or by any person for which a member of the Wider Tyman Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest, which is material in the context of the Wider Tyman Group taken as a whole or material in the context of the Transaction;

Intellectual property

1. no circumstance having arisen or event having occurred in relation to any intellectual property owned or used by any member of the Wider Tyman Group, including:
2. (a) any member of the Wider Tyman Group losing its title to any intellectual property used in its business, or any intellectual property owned by the Wider Tyman Group being revoked, cancelled or declared invalid, which is material in the context of the Wider Tyman Group taken as a whole;
3. (b) any claim being asserted in writing or threatened in writing by any person challenging the ownership of any member of the Wider Tyman Group to, or the validity or effectiveness of, any of its intellectual property; or

(c) any agreement regarding the use of any intellectual property licensed to or by any member of the Wider Tyman Group being terminated or varied, which is material in the context of the Wider Tyman Group taken as a whole; and

Anti-corruption, sanctions and criminal property

1. except as Disclosed, Quanex not having discovered:
2. (a) (i) any past or present member, director, officer or employee of the Wider Tyman Group is or has at any time engaged in any activity, practice or conduct would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, as amended, or any other anti-corruption legislation applicable to the Wider Tyman Group; or (ii) any person that performs or has performed services for or on behalf of the Wider Tyman Group is or has at any time engaged in any activity, practice or conduct in connection with the performance of such services which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-corruption legislation;
3. (b) any asset of any member of the Wider Tyman Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds of crime under any other applicable law, rule, or regulation concerning money laundering or proceeds of crime or any member of the Wider Tyman Group is found to have engaged in activities constituting money laundering under any applicable law, rule, or regulation concerning money laundering;
4. (c) any past or present member, director, officer or employee of the Wider Tyman Group, or any other person for whom any such person may be liable or responsible, has engaged in any business with, made any investments in, made any funds or assets available to or received any funds or assets from: (i) any government, entity or individual in respect of which US or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by applicable UK, US or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control or HM Treasury & Customs; or (ii) any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United Kingdom, the United States, the European Union or any of its member states; or
5. (d) a member of the Wider Tyman Group has engaged in any transaction or conduct which would cause any member of the Wider Quanex Group to be in breach of any applicable law or regulation upon its Transaction of Tyman, including the economic sanctions of the United States Office of Foreign Assets Control or HM Treasury & Customs, or any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United Kingdom, the United States, the European Union or any of its member states.

Part B : Waiver and Invocation of the Condition

1. The Transaction will be subject to the satisfaction (or waiver, if capable of waiver) of the Conditions and to the full terms and conditions set out in this document.
1. Conditions 2(a), 2(b) and 3 to 15 (inclusive) of Part A above must each be fulfilled, determined by Quanex to be or to remain satisfied or (if capable of waiver) be waived by Quanex by no later than 11:59 p.m. (London time) on the date immediately preceding the date of the Court Hearing, failing which the Scheme will, with the consent of the Panel (if required), lapse.
1. Notwithstanding the paragraph above, subject to the requirements of the Panel and the Takeover Code, Quanex reserves the right in its sole discretion to waive:
2. (a) the deadline set out in Condition 1 of Part A above, and any deadlines set out in Condition 2 of Part A above for the timing of the Court Meeting, the General Meeting and the Court Hearing. If any such deadline is not met, Quanex will make an announcement by 8:00 a.m. (London time) on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition or agreed with Tyman to extend

the deadline in relation to the relevant Condition. In all other respects, Conditions 1 and 2 of Part A above cannot be waived; and

(b) in whole or in part, all or any of Conditions 8 to 15 (inclusive) of Part A above.
1. Quanex will be under no obligation to waive (if capable of waiver) or to treat as fulfilled any of the Conditions by a date earlier than the latest date for the fulfilment of that Condition, notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled, and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.
1. If Quanex is required by the Panel to make an offer for Tyman Shares under the provisions of Rule 9 of the Takeover Code, Quanex may make such alterations to any of the above Conditions and terms of the Transaction as are necessary to comply with the provisions of that Rule.
1. Under Rule 13.5(a) of the Takeover Code, Quanex may only invoke a Condition that is subject to Rule 13.5(a) of the Takeover Code so as to cause the Transaction not to proceed, to lapse or to be withdrawn with the consent of the Panel. The Panel will normally only give its consent if the circumstances which give rise to the right to invoke the Condition are of material significance to Quanex in the context of the Transaction. This will be judged by reference to the facts of each case at the time that the relevant circumstances arrive.
1. Any condition that is subject to Rule 13.5(a) may be waived by Quanex.
1. Conditions 1, 2, 3 and 4 of Part A above (and, if applicable, any acceptance condition if the Transaction is implemented by means of a Takeover Offer) are not subject to Rule 13.5(a) of the Takeover Code.
1. Each of the Conditions will be regarded as a separate Condition and will not be limited by reference to any other Condition.

Part C: Implementation by way of Takeover Offer

Quanex reserves the right to elect to implement the Transaction by way of a Takeover Offer, subject to the Panel's consent and (where relevant) to the terms of the Co-operation Agreement. In such event, such Takeover Offer will be implemented on the same terms and conditions, so far as applicable, as those which would apply to the Scheme (subject to appropriate amendments to reflect the change in method of effecting the Transaction, including an acceptance condition). Further, if sufficient acceptances of the Takeover Offer are received and/or sufficient Tyman Shares are otherwise acquired, it is the intention of Quanex to apply the provisions of the Companies Act to compulsorily acquire any outstanding Tyman shares to which such Takeover Offer relates.

Part D: Certain further terms of the Transaction

1. The Tyman Shares to be acquired under the Transaction will be acquired with full title guarantee, fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third-party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid, or any other return of value (whether by reduction of share capital or share premium account or otherwise) made, on or after the Effective Date (other than the FY23 Dividend or any dividend in respect of which a corresponding reduction in the consideration payable in respect of each Tyman Share has been made as described in paragraph 2 below).
1. Subject to the terms of the Scheme, if, on or after the date of the Announcement, any dividend, distribution and/or other return of value is announced (other than the FY23 Dividend), Quanex reserves the right (without prejudice to any right of Quanex, with the consent of the Panel, to invoke Condition 11(b) of Part A above) to reduce the consideration by the amount of any such dividend, distribution or other return of value (other than, or in excess of, the FY23 Dividend), in which case: (a) any reference in the Announcement or in this document to the consideration for the Tyman Shares will be deemed to be a reference to the consideration as so reduced (and accordingly, the Main Offer and the Capped All-Share Alternative); and (b) the relevant eligible Tyman Shareholders will be entitled to receive and retain such dividend or distribution. To the extent that any such dividend or other distribution announced, declared

or paid is: (i) transferred pursuant to the Transaction on a basis which entitles Quanex to receive the dividend or distribution and to retain it; or (ii) cancelled, the consideration will not be subject to change in accordance with this paragraph 2. Any exercise by Quanex of its rights referred to in this paragraph 2 shall be the subject of an announcement and the consent of the Panel and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Transaction.

1. Fractions of New Quanex Shares or Quanex CDIs (representing an entitlement to New Quanex Shares) will not be issued to Scheme Shareholders. Instead, Scheme Shareholders who otherwise would have received a fraction of a New Quanex Share or Quanex CDIs will receive an additional amount in cash, rounded to the nearest cent, based on the amount obtained by multiplying such fraction by the closing sale price of Quanex Shares on the trading day immediately prior to the Effective Date. Any fractional entitlements of a Scheme Shareholder to New Quanex Shares or Quanex CDIs under the Capped All-Share Alternative will be rounded down to the nearest whole number of New Quanex Shares or Quanex CDIs per Scheme Shareholder. Fractional entitlements to New Quanex Shares or Quanex CDIs will not be allotted or issued to such Scheme Shareholder but will be disregarded. The transmission of New Quanex Shares by the Quanex Transfer Agent shall be subject to any applicable legal or regulatory conditions required in connection with such transmission.
1. The New Quanex Shares will be issued credited as fully paid and will rank pari passu in all respects with Quanex Shares in issue at the time that the New Quanex Shares are issued pursuant to the Transaction, including the right to receive and retain dividends and other distributions declared, made or paid by reference to a record date falling on or after the Effective Date. Application will be made to the NYSE for the New Quanex Shares to be listed on the NYSE on completion of the Transaction.
1. The availability of the Transaction to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.
1. The Scheme is governed by English law and is subject to the jurisdiction of the English courts and to the Conditions and further terms set out in this document. The Transaction is subject to the applicable requirements of the Takeover Code, the Panel, the Listing Rules, the London Stock Exchange, the NYSE, the Registrar of Companies and the FCA.

PART FOUR

THE SCHEME OF ARRANGEMENT

IN THE HIGH COURT OF JUSTICE BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES COMPANIES COURT (CH D)

CR-2024-002491

IN THE MATTER OF TYMAN PLC

and

IN THE MATTER OF THE COMPANIES ACT 2006 SCHEME OF ARRANGEMENT

(under Part 26 of the Companies Act 2006)

between

TYMAN PLC

and

THE HOLDERS OF THE SCHEME SHARES

(as defined below)

PRELIMINARY

(A) In this Scheme, unless inconsistent with the subject or context, the following expressions bear the following meanings:

Capped All-Share Alternative	the alternative to the Main Offer whereby Scheme Shareholders (other than Scheme Shareholders resident or located in a Restricted Jurisdiction) may elect to receive the consideration applicable to their entire holding of Tyman Shares in New Quanex Shares at a ratio of 0.14288 of a New Quanex Share to every 1 Tyman Share held as at the Scheme Record Time
Capped All-Share Alternative Election	an election whereby Scheme Shareholders (other than Restricted Shareholders) may elect to accept the Capped All-Share Alternative up to the Capped All-Share Alternative Maximum pursuant to a Form of Election or a TTE Instruction
Capped All-Share Alternative Maximum	the maximum number of New Quanex Shares available to eligible Scheme Shareholders under the Capped All-Share Alternative, which is limited to a number which represents 25.0 per cent. of the issued ordinary share capital of Tyman at completion of the Transaction
CDI	a CREST depository interest representing an entitlement to a share
Cede & Co.	the nominee name for the DTC
certificated or in certificated form	a share or other security which is not in uncertificated form (that is, not in CREST)
Companies Act	the UK Companies Act 2006, as amended from time to time
Conditions	the conditions to the implementation of the Transaction as set out in Part Three (Conditions to the Implementation of the Scheme and to the Transaction) of the Scheme Document, and "Condition" means any one of them
Co-operation Agreement	the co-operation agreement entered into between Quanex and Tyman dated 22 April 2024 relating to the Transaction
Court	the High Court of Justice in England and Wales

Court Meeting	the meeting (or any adjournment or postponement thereof) of the Scheme Shareholders to be convened with the permission of the Court pursuant to Part 26 of the Companies Act to consider and, if thought fit, approve the Scheme (with or without modification)
Court Order	the order of the Court sanctioning the Scheme under Part 26 of the Companies Act
Court Sanction Date	means the date on which the Court sanctions the Scheme under section 899 of the Companies Act
CREST	the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in the CREST Regulations) in accordance with which securities may be held and transferred in uncertificated form
CREST Manual	the CREST manual referred to in agreements entered into by Euroclear
DRS or the Direct Registration System	a system that allows electronic direct registration of securities in an investor's name on the books for the transfer agent or issuer, and allows shares to be transferred between a transfer agent and broker electronically
DTC	The Depository Trust Company, a wholly owned subsidiary of The Depository Trust and Clearing Corporation
Effective	this Scheme, having become effective pursuant to its terms, upon delivery of the Court Order to the Registrar of Companies
Effective Date	the date upon which this Scheme becomes effective in accordance with its terms
Election Return Time	the later of:
	(a) 1:00 p.m. on the date that is seven calendar days before the Court Hearing; and
	(b) such other date and time as Quanex and Tyman may agree (and announce via a Regulatory Information Service)
Equiniti	Equiniti Trust Company, LLC
Euroclear	Euroclear UK & International Limited
Excluded Shares	any Tyman Shares at the Scheme Record Time which (if any):
	(a) are owned or controlled by the Quanex Group;
	(b) are held by Tyman as treasury shares (within the meaning of the Companies Act); and
	(c) any other Tyman Shares which Quanex and Tyman agree will not be subject to the Scheme
Form of Election	the green form of election for use in respect of the Capped All Share Alternative by Scheme Shareholders (other than Restricted Shareholders) who hold Tyman Shares in certificated form
FY23 Dividend	the final dividend of 9.5 pence per Tyman Share announced by Tyman on 7 March 2024 and paid on 29 May 2024 to eligible Tyman Shareholders on the register at 26 April 2024
General Meeting	the general meeting of Tyman (or any adjournment or postponement thereof) to be convened in connection with the Scheme, expected to be held as soon as the preceding Court Meeting shall have been concluded or adjourned
holder	a registered holder and includes any person(s) entitled by transmission

Latest Practicable Date	10 June 2024 (being the latest practicable date before the publication of the Scheme Document)
Link Group	Link Group, a trading name of Link Market Services Limited, who act for Tyman as registrar and receiving agent
Main Offer	the main offer being made by Quanex to Tyman Shareholders in connection with the Transaction, being:
	• 240.0 pence in cash; and
	• 0.05715 of a New Quanex Share,
	for every 1 Tyman Share held as at the Scheme Record Time
Meetings	"Meeting" the Court Meeting and the General Meeting, and means either of them
New Quanex Shares	shares of Quanex common stock with a par value of US\$0.01 per share proposed to be issued in connection with the Transaction
Quanex	Quanex Building Products Corporation, a corporation organised and existing under the laws of the State of Delaware
Quanex CDI	a CDI representing an entitlement to a New Quanex Share
Quanex Group	Quanex and its subsidiaries and subsidiary undertakings from time to time and, where the context so requires or admits, each of them which shall, for the avoidance of doubt, include the Tyman Group following the Effective Date
Quanex Shares	shares of Quanex common stock with a par value of US\$0.01 per share

Quanex Transfer Agent	Equiniti
Receiving Agent	Link Group
Registrar of Companies	the registrar of companies in England and Wales
Restricted Jurisdiction	any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Transaction were made available in that jurisdiction, or if the Transaction (including details regarding any election that may be made for the Capped All-Share Alternative) is or were extended or made available in that jurisdiction, or where to do so would result in a requirement to comply with any governmental or other consent or any registration, filing or other formality which Quanex or Tyman regards as unduly onerous
Restricted Shareholder	a person (including, without limitation, an individual partnership, unincorporated syndicate, limited liability company, unincorporated organisation, trust, trustee, executor, administrator or other legal representative) in, or resident in, or any person whom Quanex reasonably believes to be in, any jurisdiction (whether or not a Restricted Jurisdiction) whom Quanex is advised to treat as restricted overseas persons in order to observe the laws of such jurisdiction or to avoid the requirement to comply with any governmental or other consent or any registration, filing or other formality which Quanex regards as unduly onerous

Scheme	to Court	this scheme of arrangement in its present form or with or subject any modification, addition or condition which Tyman and Quanex each agree and which is approved or imposed by the
Scheme Document	the	circular dated 11 June 2024 sent by Tyman to Tyman Shareholders and persons with information rights, of which this Scheme forms part
Scheme Record Time	agree	close of business on the Business Day immediately before the Effective Date, or such later time as Quanex and Tyman may
Scheme Shareholders		holders of Scheme Shares at any relevant date or time
Scheme Shares		the Tyman Shares:
	(a)	in issue at the date of this Scheme;
	(b)	(if any) issued after the date of this Scheme and prior to the Voting Record Time; and
	(c)	(if any) issued at or after the Voting Record Time and before the Scheme Record Time in respect of which the original or any subsequent holder thereof is bound by the Scheme or shall by such time have agreed in writing to be bound by the Scheme,
		and, in each case, remaining in issue at the Scheme Record Time but excluding any Excluded Shares
Takeover Code		the UK City Code on Takeovers and Mergers
Takeover Offer	offer	subject to the consent of the Panel and the terms of the Co operation Agreement, should the Transaction be implemented by way of a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act, the offer to be made by or on behalf of Quanex to acquire the entire issued and to be issued share capital of Tyman, other than any Excluded Shares and, where the context admits, any subsequent revision, variation, extension or renewal of such
Takeover Panel or Panel		the UK Panel on Takeovers and Mergers
Transaction		the proposed acquisition of the entire issued and to be issued share capital of Tyman by Quanex to be implemented by means of this Scheme (or, if Quanex so elects, subject to the terms of the Co-operation Agreement, a Takeover Offer)
TTE Instruction		a transfer to escrow instruction (as defined in the CREST Manual)
Tyman or the Company		Tyman plc, a company incorporated in England and Wales with registered number 02806007
Tyman Directors		the directors of Tyman as at the date of this document or, where the context so requires, the directors of Tyman from time to time
Tyman DSBP	2020	Tyman deferred share bonus plan 2020, approved by Tyman Shareholders and adopted by the Tyman Directors on 20 May
Tyman Group		Tyman and its subsidiaries and subsidiary undertakings from time to time and, where the context so requires or admits, each of them
Tyman International Sharesave Plan		Tyman international sharesave plan (established as a sub-plan of the Tyman UK Sharesave Plan without prior Tyman Shareholder approval), adopted by the Tyman Directors on 21 July 2017 and amended by the Tyman Directors on 23 July 2018

Tyman LTIP	Tyman long term incentive plan 2020, approved by the Tyman Shareholders and adopted by the Tyman Directors on 20 May 2020
Tyman Share Plans	(a) the Tyman DSBP
	(b) the Tyman LTIP
	(c) the Tyman Sharesave Plans
Tyman Shareholders	the holders of Tyman Shares from time to time
Tyman Sharesave Plans	(a) the Tyman International Sharesave Plan
	(b) the Tyman UK Sharesave Plan
	(c) the Tyman US Sharesave Plan
Tyman Shares	the ordinary shares of five pence each in the capital of Tyman from time to time
Tyman UK Sharesave Plan	Tyman sharesave plan, approved by the Tyman Shareholders on 15 May 2015, approved by the Tyman Directors on 28 July 2015 and amended by the Tyman Directors on 23 July 2018
Tyman US Sharesave Plan	Tyman US sharesave plan, approved by the Tyman Shareholders on 15 May 2015 and approved by the directors of Tyman on 28 July 2015
UK or United Kingdom	the United Kingdom of Great Britain and Northern Ireland
uncertificated or in uncertificated form	a share or other security recorded on the relevant register as being held in uncertificated form in CREST
US or United States or USA or United States of America	the United States of America, its territories and possessions, all areas subject to its jurisdiction or any subdivision thereof, any state of the United States of America and the District of Columbia
US Securities Act	the US Securities Act of 1933 (as amended) and the rules and regulations promulgated thereunder
Voting Record Time	6:00 p.m. (in respect of the Court Meeting) and 6:00 p.m. (in respect of the General Meeting) on the day which is two days before the date of the Court Meeting or, if the Court Meeting is adjourned, 6:00 p.m. (in respect of the Court Meeting) and 6:00 p.m. (in respect of the General Meeting) on the day which is two days before the date of such adjourned meeting, in each case excluding any day that is not a Business Day

(B) References to clauses, sub-clauses and paragraphs are to clauses, sub-clauses and paragraphs of this Scheme.
(C) The issued share capital of Tyman as at the Latest Practicable Date was divided into 196,762,059 ordinary shares of five pence each, all of which were credited as fully paid. Tyman holds 439,810 of ordinary shares in treasury and 1,454,089 Tyman Shares held by the Tyman employee benefit trust as of the Latest Practicable Date.
(D) As at the Latest Practicable Date, assuming that the sanction of the Court for the Scheme occurs on the expected Court Sanction Date of 24 July 2024, 264,409 Tyman Shares may be issued on or after the date of the Scheme Document in order to satisfy the vesting of awards and exercise of options pursuant to the Tyman Share Plans based on the proposals set out in the Co-operation Agreement.
(E) As at the Latest Practicable Date, no member of the Quanex Group holds any Tyman Shares.
(F) Quanex has, subject to the satisfaction or, where capable, waiver of the Conditions, agreed to appear by counsel at the hearing to sanction this Scheme and to undertake to the Court to be bound by the provisions of this Scheme and to execute and do, or procure to be executed

and done, all such documents, acts and things as may be necessary or desirable to be executed or done by it to give effect to this Scheme.

(G) The Quanex Group will rely upon the Court's sanctioning of the Scheme for the purpose of qualifying for the exemption from the registration requirements of the US Securities Act, provided by Section 3(a)(10) thereof with respect to the New Quanex Shares to be issued pursuant to the Transaction.
(H) References to times are to London, United Kingdom time.

1. Transfer of Scheme Shares

(A) Upon and with effect from the Effective Date, Quanex (and/or its nominee(s)) shall acquire all the Scheme Shares with full title guarantee, fully paid and free from all liens, equities, charges, encumbrances, rights of pre-emption and any other third-party rights and interests whatsoever, and together with all rights at the Effective Date or thereafter attached to them, including the right to receive and retain all dividends and other distributions (if any).
(B) For the purposes of such acquisition, the Scheme Shares shall be transferred to Quanex (and/ or its nominee(s)) by means of one or more forms of transfer or other instruments or instructions of transfer, and to give effect to such transfers, any person may be appointed by Quanex as attorney and/or agent and/or otherwise, and is authorised on behalf of the holder or holders concerned, to execute and deliver as transferor one or more instruments of transfer (whether by deed or otherwise) of any Scheme Shares, and every instrument or instruction of transfer so executed or instruction given shall be effective as if it had been executed or given by the holder or holders of the Scheme Shares thereby transferred. Such instruments, forms or instructions of transfer shall be deemed to be the principal instruments of transfer, and the equitable or beneficial interest in the Scheme Shares shall only be transferred to Quanex (and/ or its nominee(s)), together with the legal interest in such Scheme Shares, pursuant to such instructions, forms or instruments of transfer.
(C) With effect from the Effective Date and until the register of members of Tyman is updated to reflect the transfer of the Scheme Shares pursuant to clause 1(B) above, each Scheme Shareholder irrevocably appoints Quanex (and/or its nominee(s)) as its attorney and/or agent and/or otherwise to exercise on its behalf (in place of and to the exclusion of the relevant Scheme Shareholder) any voting rights attached to its Scheme Shares and any or all rights and privileges attaching to its Scheme Shares, to sign on its behalf any documents, and do such things, as may in the opinion of Quanex be necessary or desirable in connection with the exercising of any votes or other rights or privileges attached to the relevant Scheme Shares, to sign any consent to short notice of a general or separate class meeting, to execute a form of proxy in respect of its Scheme Shares appointing any person nominated by Quanex to attend general and separate class meetings of Tyman and to deal with the Scheme Shares as Quanex thinks fit, and authorises Tyman to send to Quanex at its registered office any notice, circular, warrant or other document or communication, and to pay to Quanex any dividend or other distribution, which may be required to be sent or paid to it as a member of Tyman and which will not be deducted from the consideration in accordance with clause 2(B) below, such that from the Effective Date, no Scheme Shareholder shall be entitled to exercise (and irrevocably undertakes not to exercise) any voting rights attached to the Scheme Shares or any other rights or privileges attaching to the Scheme Shares.

2. Consideration for the transfer of Scheme Shares under the Main Offer

(A) In consideration for the transfer of the Scheme Shares under the Main Offer to Quanex and/or its nominee(s) referred to in clause 1(A) above, Quanex shall, subject as provided below, for each Scheme Share (i) pay, or procure that there shall be paid, to or for the account of such Scheme Shareholder, GBP 240.0 pence in cash; and (ii) allot and issue to such Scheme Shareholder, 0.05715 of a New Quanex Share.
(B) Other than the FY23 Dividend, if any dividend or other distribution (including any return of capital) is authorised, declared, made, paid or payable by Tyman in respect of the Tyman Shares on or after 22 April 2024 and before the Effective Date, Quanex reserves the right to reduce the consideration (as set out in clause 2(A) above) by the amount of all or part of any such dividend or other distribution, except insofar as the Tyman Share is or will be transferred

pursuant to the Transaction on a basis which entitles Quanex alone to receive the dividend and/or distribution and/or return of capital, but if that reduction in price has not been effected, the person to whom the consideration is paid in respect of that Tyman Share will be obliged to account to Quanex for the amount of such dividend and/or distribution and/or return of capital.

(C) If Quanex reduces the cash consideration in accordance with clause 2(B) above, the exercise of such right shall be the subject of an announcement and shall not constitute a revision or variation of the terms of this Scheme.

3. The Capped All-Share Alternative

(A) Conditional on and subject to the remainder of this clause 3, to the extent that any Scheme Shareholder appearing in the register of members at the Scheme Record Time (other than a Restricted Shareholder) validly elects for the Capped All-Share Alternative in respect of their entire holding of Scheme Shares, Quanex shall, in consideration for the transfer of the Scheme Shares to Quanex and/or its nominee(s), for each Scheme Share held by the Scheme Shareholder at the Scheme Record Time, allot and issue to such Scheme Shareholder in respect of their entire holding of Tyman Shares, Quanex Shares at a ratio of 0.14288 of a New Quanex Share to every one (1) Tyman Share held at the Scheme Record Time.
(B) The issuance of New Quanex Shares pursuant to the Capped All-Share Alternative shall be conditional upon valid elections having been made for the Capped All-Share Alternative.
(C) The maximum number of New Quanex Shares available to eligible Scheme Shareholders under the Capped All-Share Alternative will be limited to a number which represents 25.0 per cent. of the issued ordinary share capital of Tyman at completion of the Transaction (the "Capped All-Share Alternative Maximum"). If valid Capped All-Share Alternative Elections are received which, in aggregate, exceed the Capped All-Share Alternative Maximum such elections will be scaled back as nearly as possible on a pro-rata basis with the remaining consideration payable in cash and New Quanex Shares in the proportions applicable to the Main Offer.
(D) An eligible Scheme Shareholder must make a Capped All-Share Alternative Election in respect of all (and not part only) of their holding of Scheme Shares.
(E) In the case of eligible Scheme Shareholders who hold Scheme Shares in certificated form, an election under the Capped All-Share Alternative shall be made by completion of a Form of Election which shall be signed by the Scheme Shareholder or his/her/its duly authorised attorney (or, in the case of a body corporate, executed by an authorised representative) and, in the case of joint holders, by or on behalf of all such holders. To be effective, the Form of Election must be completed and returned, in accordance with the instructions printed thereon, so as to arrive by no later than the Election Return Time, to Link Group. In the case of eligible Scheme Shareholders who hold Scheme Shares in uncertificated form, a Capped All-Share Alternative Election shall be made by delivery of a TTE Instruction validly electing for the Capped All-Share Alternative by no later than the Election Return Time.
(F) If a Form of Election or TTE Instruction electing for the Capped All-Share Alternative is received after the Election Return Time, or is received before such time but is not, or is deemed not to be, valid or complete in all respects at such time, then such election shall be void unless Tyman and Quanex, in their absolute discretion, elect to treat as valid in whole or in part any such election.
(G) Upon execution and delivery by an eligible Scheme Shareholder of a valid Form of Election or TTE Instruction electing for the Capped All-Share Alternative, such Scheme Shareholder shall be bound by the terms and provisions contained in the Form of Election or the TTE Instruction (as the case may be) and by the terms and provisions contained in this document.
(H) A Form of Election duly completed and delivered or TTE Instruction electing for the Capped All-Share Alternative made in accordance with this clause 3 may be withdrawn by notice to Link Group in writing (in the case of a Form of Election) or through CREST (in the case of a TTE Instruction) so as to be received, in either case, by no later than the Election Return Time.
(I) If an eligible Scheme Shareholder delivers more than one Form of Election electing for the Capped All-Share Alternative (in each case electing for Capped All-Share Alternative) in

respect of their Scheme Shares, in the case of an inconsistency between such Forms of Election or TTE Instructions, the last Form of Election or TTE Instruction which is delivered by the Election Return Time shall prevail over any earlier Form of Election or TTE Instruction. The delivery time for a Form of Election or TTE Instruction shall be determined on the basis of which Form of Election or TTE Instruction is last sent or, if Link Group is unable to determine which is last sent, is last received. Forms of Election which are sent in the same envelope shall be treated for these purposes as having been sent and received at the same time and, in the case of an inconsistency between such Forms of Election, none of them shall be treated as valid (unless Tyman and Quanex otherwise determine in their absolute discretion).

(J) Any election under the Capped All-Share Alternative made by eligible Scheme Shareholders for the Capped All-Share Alternative shall not affect the entitlements of eligible Scheme Shareholders who do not make any such election. If an eligible Scheme Shareholder has elected for the Capped All-Share Alternative, then: (i) the validity of such election shall not be affected by any alteration in the number of Scheme Shares held by such holder at any time prior to the Scheme Record Time; and (ii) accordingly, such election shall apply, in respect of all of the Scheme Shares held by such holder at the Scheme Record Time.
(K) Minor adjustments to the entitlements of eligible Scheme Shareholders pursuant to any Capped All-Share Alternative Election made under this Scheme may be made by Link Group with the prior consent of Tyman and Quanex on a basis that Tyman and Quanex consider to be fair and reasonable. Such adjustments shall be final and binding on Scheme Shareholders. Neither Quanex nor Tyman shall be liable to any Scheme Shareholder in respect of any adjustment, decision or determination made pursuant to this clause 3.

4. Fractional entitlements

Fractions of New Quanex Shares or Quanex CDIs (representing an entitlement to New Quanex Shares) will not be issued to Scheme Shareholders. Instead, Scheme Shareholders who otherwise would have received a fraction of a New Quanex Share or Quanex CDI will receive an additional amount in cash, rounded to the nearest cent, based on the amount obtained by multiplying such fraction by the closing sale price of Quanex Shares on the trading day immediately prior to the Effective Date. Any fractional entitlements of a Scheme Shareholder to New Quanex Shares or Quanex CDIs under the Capped All-Share Alternative will be rounded down to the nearest whole number of New Quanex Shares or Quanex CDIs per Scheme Shareholder. Fractional entitlements to New Quanex Shares or Quanex CDIs will not be allotted or issued to such Scheme Shareholder but will be disregarded. The transmission of New Quanex Shares by the Quanex Transfer Agent shall be subject to any applicable legal or regulatory conditions required in connection with such transmission.

5. Share certificates and cancellation of CREST entitlements

With effect from or shortly following the Effective Date:

(A) all certificates representing Scheme Shares shall cease to have effect as documents of title to the Scheme Shares comprised in the certificates, and every holder of Scheme Shares shall be bound by the request of Tyman to deliver the same to Tyman, or, as it may direct, to destroy the same;
(B) Euroclear shall be instructed to cancel the entitlements to Scheme Shares of holders of Scheme Shares in uncertificated form;
(C) following the cancellation of entitlements to Scheme Shares held by Scheme Shareholders in uncertificated form, Link Group shall be authorised to rematerialise entitlements to such Scheme Shares; and
(D) subject to completion of any form(s) of transfer or other instrument(s) or instruction(s) of transfer as may be required in accordance with clause 1(B) above, and to their stamping (if required), Tyman shall procure that appropriate entries are made in the register of members of Tyman to reflect the transfer of the Scheme Shares to Quanex (and/or its nominee(s)).

6. Settlement

(A) Settlement shall be effected as follows:
- (i) where, immediately prior to the Scheme Record Time, a Scheme Shareholder holds Scheme Shares in uncertificated form, settlement of any cash consideration to which the Scheme Shareholder is entitled shall be paid by Quanex procuring that the Receiving Agent is instructed to create an assured payment obligation in favour of the Scheme Shareholder's payment bank in respect of the cash consideration due to them as soon as practicable after the Effective Date and, in any event, within 14 days of the Effective Date;
- (ii) where, immediately prior to the Scheme Record Time, a Scheme Shareholder holds Scheme Shares in certificated form, settlement of any cash consideration to which the Scheme Shareholder is entitled shall be settled by Quanex by cheque in GBP. Cheques shall be despatched by the Receiving Agent as soon as practicable after the Effective Date and in any event within 14 days of the Effective Date;
- (iii) in the case of Scheme Shares acquired by current or former directors or employees of the Tyman Group on or around the same time as the Scheme becomes Effective pursuant to the vesting of awards and/or exercise of options under the Tyman Share Plans, settlement of any cash consideration shall be made to Tyman and/or Tyman's employee benefit trust on behalf of the relevant director or employee by such method as may be agreed between the parties within 14 calendar days of the Effective Date (or within such other time period as may be approved by the Panel) to enable payment directly into the applicable bank account through pay-roll as soon as reasonably practicable after the Effective Date thereafter in accordance with the letters to be sent to them under Rule 15 of the Takeover Code or otherwise made available to participants in the Tyman Share Plans on or around the date of this Scheme, subject to the deduction of any applicable income taxes and social security contributions which any member of the Tyman Group is required to account for to any relevant tax authority. For the avoidance of doubt, any payments made by Tyman and/or Tyman's employee benefit trust to the relevant Scheme Shareholders pursuant to these arrangements shall be effected reasonably promptly following receipt of the cash consideration by Tyman and/or Tyman's employee benefit trust but are not required to be effected within 14 days after the Effective Date;
- (iv) where, immediately prior to the Scheme Record Time, a Scheme Shareholder holds Scheme Shares in uncertificated form, Quanex shall procure that the New Quanex Shares shall be issued to Cede & Co., which will be the registered holder of such New Quanex Shares. Quanex shall procure that Cede & Co. will hold the New Quanex Shares via an account with DTC. Quanex shall procure that the interest in such shares shall be credited by its transfer agent through DTC to the securities deposit account of CREST Depository Limited's nominee, CREST International Nominees Limited. Following the Effective Date, CREST Depository Limited shall issue Quanex CDIs (representing an entitlement to New Quanex Shares), in CREST, to the Receiving Agent and Quanex shall procure that the Receiving Agent shall make arrangements to thereupon deliver, through CREST to the stock account in CREST in which each such uncertificated Scheme Shareholder held the relevant Scheme Shares, such uncertificated Scheme Shareholder's entitlement to Quanex CDIs;
- (v) where, immediately prior to the Scheme Record Time, a Scheme Shareholder holds Scheme Shares in certificated form, Quanex will (A) issue the New Quanex Shares to which the Scheme Shareholder is entitled directly in uncertificated form, and will procure that the name of such Scheme Shareholder is entered as the registered owner of those New Quanex Shares through the Direct Registration System and (B) procure that the Scheme Shareholder who is registered as owner of New Quanex Shares through the Direct Registration System will be sent a book-entry account statement of ownership evidencing such Scheme Shareholder's ownership of the New Quanex Shares by the Quanex Transfer Agent as soon as practicable and no later than 14 days following the Effective Date to the person entitled thereto at the address as appearing in the register of members of Tyman at the Scheme Record Time or in accordance with any special standing instructions regarding communications (or, in the case of joint holders, to the

address of that joint holder whose name stands first in the register in respect of such joint holding).

(vi) Quanex reserves the right to pay any cash consideration referred to in clause 2 to all or any Scheme Shareholders who hold Scheme Shares in uncertificated form immediately prior to the Scheme Record Time in the manner referred to in clause 6(A)(ii) if, for reasons outside its reasonable control, it is not able to effect settlement in accordance with clause 6(A)(i); and
(vii) Quanex reserves the right to allot and issue any New Quanex Shares referred to in clauses 2 and 3 to all or any Scheme Shareholders who immediately prior to the Scheme Record Time hold Scheme Shares in uncertificated form in the manner referred to in clause 6(A)(v) if, for reasons outside its reasonable control, it is not able to effect settlement in accordance with clause 6(A)(iv).
(B) As from the Scheme Record Time, each holding of Scheme Shares credited to any stock account in CREST shall be disabled and all Scheme Shares will be removed from CREST in due course.
(C) All deliveries of notices, statements of entitlement and/or cheques required to be made under this Scheme shall be made by sending the same by first class post (or by such other method as may be approved by the Panel) addressed to the person entitled thereto to the address appearing in the register of members of Tyman or, in the case of joint holders, to the address of the holder whose name stands first in such register in respect of the joint holding concerned at such time.
(D) All cheques shall be in GBP and shall be made payable by the Receiving Agent to the Scheme Shareholder concerned or, in the case of joint holders, to all joint holders whose names appear in the register of members of Tyman in respect of the joint holding concerned at the Scheme Record Time and the encashment of any such cheque as is referred to in in clause 6(A)(ii) or the creation of any such CREST assured payment obligation as is referred to in clause 6(A)(i) shall be a complete discharge to Quanex for the monies represented thereby.
(E) None of Tyman, Quanex, Link Group, Equiniti, the person effecting any sale or remitting any proceeds pursuant to clauses 2 and 3 or the nominee referred to in clause 7(C) shall be responsible for any loss or delay in the transmission of the statements of entitlement or cheques sent to Scheme Shareholders in accordance with this clause 6, which shall be posted entirely at the risk of the Scheme Shareholders.
(F) The preceding paragraphs of this clause 6 shall take effect subject to any prohibition or condition imposed by law.

7. Restricted Shareholders

(A) The provisions of clauses 2, 3, 4 and 6 shall be subject to any prohibition or condition imposed by law.
(B) In the case of a Restricted Shareholder, or a Scheme Shareholder to whom clause 7(C) applies, no election made by such Scheme Shareholder under the Capped All-Share Alternative shall be of any effect and the omission to send a Form of Election to such Scheme Shareholder or to recognise any election made by such Scheme Shareholder shall not constitute a breach by Tyman or Quanex (as the case may be) of any of their respective obligations under this Scheme.
(C) Without prejudice to the generality of clauses 7(A) or (B), if, in the case of any Scheme Shareholder, Quanex is advised that the laws of any country or territory outside the United Kingdom precludes the allotment, issue or delivery to that Scheme Shareholder of New Quanex Shares or Quanex CDIs (representing an entitlement to New Quanex Shares) under clauses 2, 3, 4 and/or 6, or precludes the same except after compliance by Tyman or Quanex (as the case may be) with any governmental or other consent or any registration, filing or other formality with which Tyman or Quanex (as the case may be) is unable to comply or compliance with which Tyman or Quanex (as the case may be) regards as unduly onerous, then Quanex may determine in its sole discretion that any such New Quanex Shares or Quanex CDIs shall not be allotted and issued to such Scheme Shareholder but instead the New Quanex Shares or Quanex CDIs shall be allotted and issued to a nominee, appointed by

Quanex, for such Scheme Shareholder, on terms that the nominee shall be authorised on behalf of such Scheme Shareholder to procure that such New Quanex Shares or Quanex CDIs shall, as soon as practicable following the Effective Date, be sold on behalf of such Scheme Shareholder. Any sale under this clause 7(C) shall be carried out at the best price which can reasonably be obtained at the time of sale and the net proceeds of such sale (after the deduction of all expenses and commissions incurred in connection with such sale, including any value added tax payable on the proceeds of sale) shall be paid to such Scheme Shareholder by making a payment to such Scheme Shareholder in accordance with clause 6 as appropriate. In the absence of bad faith and/or wilful default, none of Tyman or Quanex, nor any broker or agent of either of them shall have any liability for any loss arising as a result of the timing or terms of any such sale.

8. Dividend mandates

Other than in respect of the FY23 Dividend, each mandate relating to the payment of dividends on any Scheme Shares and other instructions given to Tyman by Scheme Shareholders in force at the Scheme Record Time shall, as from the Effective Date, cease to be valid.

9. Operation of this Scheme

(A) This Scheme shall become effective upon a copy of the Court Order being delivered to the Registrar of Companies for registration.
(B) Unless this Scheme has become effective on or before 22 January 2025, or such later date (if any) as Quanex and Tyman may agree and (if required) the Takeover Panel and the Court may allow, this Scheme shall never become effective.

10. Modification

Tyman and Quanex may jointly consent on behalf of all persons concerned to any modification of or addition to this Scheme or to any condition which the Court may approve or impose. Any such modification or addition shall require the consent of the Takeover Panel where such consent is required under the Takeover Code. Unless otherwise consented to by the Takeover Panel, any modification or revision to the Scheme will be made no later than the date which is 14 days prior to the Court Meeting (or any later date to which such meeting is adjourned).

11. Governing law

This Scheme and all rights and obligations arising out of or in connection with it are governed by English law. Any dispute of any kind whatsoever arising out of or in connection with this Scheme, irrespective of the cause of action, including when based on contract or tort, shall be exclusively submitted to the English courts. The rules of the Takeover Code will apply to this Scheme on the basis provided in the Takeover Code.

Dated: 11 June 2024

PART FIVE

FINANCIAL INFORMATION

1. Quanex financial information incorporated by reference

The following sets out the financial information in respect of Quanex as required by Rule 24.3 of the Takeover Code. The following documents, the contents of which have previously been made available through EDGAR, are incorporated into this document by reference pursuant to Rule 24.15 of the Takeover Code. They are available in "read-only" format for printing, reviewing and downloading and, for the avoidance of doubt, only those sections of the sources specifically referred to below are incorporated by reference into this document.

Information incorporated by

reference	Hyperlinks	Pages
Form 10-Q for the quarterly period ended 30 April 2024	https://investors.quanex.com/node/22786/html	1-42
Form 10-Q for the quarterly period ended 31 January 2024	https://investors.quanex.com/node/22646/html	1-32
Form 10-K for the fiscal year ended 31 October 2023	https://investors.quanex.com/static-files/ 84305a85-93a2-4373-82d5-b1bef3966904	30-72
Form 10-K for the fiscal year ended 31 October 2022	https://investors.quanex.com/static-files/ 796bf19a-5fb4-4ca7-b4f9-7fcf7dbb585b	30-73

2. Effect of Scheme becoming Effective on the Quanex Group

With effect from the Effective Date, the earnings, assets and liabilities of Quanex will include the consolidated earnings, assets and liabilities of the Tyman Group on the Effective Date. The Transaction is expected to result in significantly enhanced scale and reach for the Enlarged Group with combined 2023 fiscal year revenues of approximately US\$2 billion.

At the end of fiscal year 2024 (assuming completion of the Transaction has occurred), the Enlarged Group is expected to have a net leverage ratio (being net debt to pro-forma adjusted EBITDA) of approximately 2.1x.

The Quanex Board believes that the Enlarged Group can deliver approximately US\$30 million of pre- tax recurring cost synergies on an annual run-rate basis, expected to be realised by the end of the second full year following completion of the Transaction. The Quanex Board expects approximately 50 per cent. of these cost synergies to be achieved by the end of the first 12-month period following completion of the Transaction and the full run-rate by the second anniversary of completion of the Transaction. The Quanex Board estimates that the realisation of the identified cost synergies will result in one-off costs of approximately US\$35 million in aggregate over the first two years following completion of the Transaction.

Given its prudent capital structure, the Enlarged Group would be expected to retain a strong balance sheet with financial flexibility and be well-positioned to accelerate future growth both organically and through a joint strategy of value accretive acquisitions.

3. Tyman financial information incorporated by reference

The following sets out the financial information in respect of Tyman as required by Rule 24.3 of the Takeover Code. The following documents, the contents of which have previously been announced through a Regulatory Information Service, are incorporated by reference into this document pursuant to Rule 24.15 of the Takeover Code. They are available in "read-only" format for printing, reviewing and downloading.

Information incorporated by reference Annual results for the year ended 31 December 2023	Hyperlinks https://ir.design-portfolio.co.uk/viewer/66/61828
Annual Report and Accounts for the year ended 31 December 2023	https://www.tymanplc.com/application/files/ 8017/1154/6196/31768-Tyman-PLC-Annual Report-2023-interactive_260324.pdf
Annual Report and accounts for the year ended 31 December 2022	https://www.tymanplc.com/application/files/ 5116/9814/4154/31364_- Tyman_PLC_AR2022-_interactive.pdf

4. Hard copies

A person who has received this document may request a hard copy of any documents or information incorporated by reference into this document.

Recipients of this document may request hard copies of the above-referenced financial information by contacting Tyman on +44(0)207 976 8000 or at [email protected]..

Save as expressly referred to in this document, hard copies of the above-referenced financial information will not be sent to recipients of this document unless specifically requested.

5. No incorporation of website information

Save as expressly referred to in this document, neither the content of Tyman's website or Quanex's website, nor the content of any website accessible from hyperlinks on Tyman's website or Quanex's website, is incorporated into, or forms part of, this document.

PART SIX

ADDITIONAL INFORMATION FOR OVERSEAS SHAREHOLDERS

1. General

This document has been prepared for the purposes of complying with English law, the Takeover Code, the rules of the London Stock Exchange and the Listing Rules, and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws of jurisdictions other than England.

It is the responsibility of any person into whose possession this document comes to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection with the Transaction including the obtaining of any governmental, exchange control or other consents which may be required and/or compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes or levies due in such jurisdiction.

This document does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for shares in any jurisdiction in which such offer or solicitation is unlawful.

Overseas shareholders should consult their own legal and tax advisers with respect to the legal and tax consequences of the Scheme.

2. US securities laws

The Transaction relates to the shares of an English company and is being effected by means of a scheme of arrangement under the laws of England and Wales. The scheme of arrangement is not subject to the tender offer rules or proxy solicitation rules under the US Exchange Act. Accordingly, the Transaction is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure requirements of US tender offer or proxy solicitation rules.

Quanex reserves the right, subject to the prior consent of the Takeover Panel and in accordance with the Co-operation Agreement, to elect to implement the Transaction by means of a Takeover Offer for the entire issued and to be issued share capital of Tyman as an alternative to the Scheme. If Quanex were to elect to implement the Transaction by means of a Takeover Offer, it would be made in compliance with all applicable laws and regulations. If such a Takeover Offer is required to be made in the United States, it will be done in compliance with the applicable tender offer rules under the US Exchange Act, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. In addition to any such Takeover Offer, Quanex, certain affiliated companies or their nominees or brokers (acting as agents) may, in accordance with normal UK practice and pursuant to Rule 14e-5(b) under the US Exchange Act, make certain purchases of, or arrangements to purchase, Tyman Shares other than pursuant to the Transaction, until the date on which the Transaction and/or the Scheme becomes Effective, lapses or is withdrawn. If such purchases or arrangements to purchase were to be made, they would be made outside the United States and would comply with applicable law, including the US Exchange Act. Such purchases or arrangements to purchase may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to the Regulatory News Service of the London Stock Exchange and will be available on the London Stock Exchange website at https://www.londonstockexchange.com/stock/ TYMN/tyman-plc/company-page.

The Tyman financial information included in this document has been or will be prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. US GAAP differs in certain respects from IFRS used in the United Kingdom. None of the Tyman financial information in this document has been audited in accordance with auditing standards generally accepted in the United States or the auditing standards of the Public Company Accounting Oversight Board (United States).

The New Quanex Shares to be issued pursuant to the Transaction have not been registered under the US Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the US Securities Act. The New Quanex Shares to be issued pursuant to the Transaction will be issued in reliance upon an exemption from such registration requirements pursuant to Section 3(a)(10) under the US Securities Act. If, in the future, Quanex exercises its right to implement the Transaction by way of a Takeover Offer or otherwise in a manner that is not exempt from the registration requirements of the US Securities Act, such issuance of New Quanex Shares will be made in compliance with applicable US laws and regulations. In this event, Tyman Shareholders are urged to read these documents and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. Such documents will be available free of charge at the SEC's website at www.sec.gov or by directing a request to Quanex's Investor Relations team identified above.

New Quanex Shares issued to persons other than "affiliates" of Quanex (defined as certain control persons, within the meaning of Rule 144 under the US Securities Act) will be freely transferable under US federal securities laws and regulations following the Transaction. Persons (whether or not US persons) who are or will be "affiliates" of Quanex within 90 days prior to, or after, the Effective Date will be subject to certain transfer restrictions relating to the New Quanex Shares under US federal securities laws and regulations. The information contained in this document has neither been approved nor disapproved by the SEC or any US state securities commission. Neither the SEC, nor any state securities commission, has passed upon the fairness or merits of the proposal described in, nor upon the accuracy or adequacy of the information contained in, this document. Any representation to the contrary is a criminal offence in the United States.

It may be difficult for US holders of Tyman Shares to enforce their rights and any claim arising out of the US federal laws, since Tyman is located in a non-US jurisdiction, and some or all of its officers and directors may be residents of a non-US jurisdiction, and a substantial part of the assets of Tyman are located outside of the US. US holders of Tyman Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

3. UK Taxation of Overseas Shareholders

Subject to the paragraph below (dealing with temporary non-residents), Scheme Shareholders who are not resident in the UK for UK tax purposes will not be subject to UK tax on chargeable gains upon the transfer of their Scheme Shares in return for cash, unless they carry on:

(i) (in the case of a Scheme Shareholder who is an individual) a trade, profession or vocation in the UK through a branch or agency and the Scheme Shares have either been used in or for the purposes of the trade, profession or vocation, or have been used or held for the purposes of the branch or agency, or acquired for use by or for the purposes of the branch or agency; or
(ii) (in the case of a Scheme Shareholder which is a company) a trade in the UK through a permanent establishment and the Scheme Shares have either been used in or for the purposes of the trade, or have been used or held for the purposes of the permanent establishment, or acquired for use by or for the purposes of the permanent establishment.

However, Scheme Shareholders who are not resident in the UK may be subject to charges to foreign taxation depending upon their personal circumstances.

A Scheme Shareholder who is an individual and who is only temporarily resident outside the UK for tax purposes at the date of the disposal (for a period of five years or less) may, in certain circumstances, on becoming resident in the UK again, be subject to tax on any chargeable gains in respect of disposals made while temporarily resident outside the UK.

PART SEVEN

QUANEX PROFIT FORECAST

On 7 March 2024, Quanex released its results for the first financial quarter of fiscal year 2024 which, in the results conference call presentation (the "Q1 Earnings Conference Call Script") and in the press release covering the results (the "Q1 Release"), were supplemented by the following statements relating to Quanex's anticipated financial performance for the fiscal year ending 31 October 2024:

In the Q1 Earnings Conference Call Script:

"As referenced in the earnings release, based on conversations with our customers, recent demand trends and the latest macro data, we are now comfortable providing official guidance for fiscal 2024, which is as follows:

Net Sales of ~US\$1.1 billion
Adjusted EBITDA of US\$145 to US\$150 million
depreciation and amortization of approximately US\$44-46 million,
SG&A of US\$128 to US\$130 million,
interest expense of US\$3.5 to US\$4 million,
a tax rate of 20%, and
capex of US\$40 to US\$45 million.
In addition, our guidance for free cash flow is \$85 to \$90 million for fiscal 2024."

In the Q1 Release:

"As mentioned on our December call, we entered this year with a somewhat cautious outlook for the first half due to the ongoing macroeconomic challenges, but we remain optimistic that demand for our products will improve in the second half as consumer confidence is restored over time. Based on conversations with our customers, recent demand trends, and the latest macro data, we are now comfortable providing guidance for fiscal 2024. Overall, on a consolidated basis, we estimate we will generate net sales of approximately US\$1.1 billion, which we expect will yield approximately US\$145 million to US\$150 million in Adjusted EBITDA* in fiscal 2024. While the near-term outlook for our business remains somewhat cautious, our long-term view has not changed, and we believe the underlying fundamentals for the residential housing market remain positive.

*When Quanex provides expectations for Adjusted EBITDA on a forward-looking basis, a reconciliation of the differences between the non-GAAP expectations and corresponding GAAP measures is generally not available without unreasonable effort. Certain items required for such a reconciliation are outside of the Company's control and/or cannot be reasonably predicted or estimated, such as the provision for income taxes."

On 6 June 2024, Quanex released its results for the second financial quarter of fiscal year 2024 which, in the results conference call presentation (the "Q2 Earnings Conference Call Script" and in the press release covering the results (the "Q2 Release"), were supplemented by the following statements reaffirming Quanex's anticipated financial performance for the fiscal year ending 31 October 2024:

In the Q2 Release:

"As expected, we are starting to see a seasonal uptick in the demand for our products in North America. Market dynamics in Europe continue to be challenging and volumes are soft; however, we are performing well, and our business is resilient. Based on results to date, conversations with our customers, recent demand trends, and the latest macro data, we are reaffirming our prior guidance for fiscal 2024. On a consolidated basis, we continue to estimate net sales of approximately US\$1.1 billion, which should result in approximately US\$145 million to US\$150 million of Adjusted EBITDA* in fiscal 2024.

In the Q2 Earnings Conference Call Script:

"Considering these factors, along with the feedback that we have received from our customers and our proven ability to manage controllable variables, we feel confident in reaffirming our full-year guidance, and we continue to expect another year of strong results from Quanex performance.

As referenced in the earnings release, based on year-to-date results, conversations with our customers, recent demand trends and the latest macro data, we are reaffirming Net Sales guidance of approximately US\$1.1 billion and Adjusted EBITDA guidance of US\$145 to US\$150 million for fiscal 2024.

From a cadence perspective, for the third quarter of this year versus the second quarter of this year, we expect revenue to be up 4-6% on a consolidated basis. By segment for the third quarter of this year compared to the second quarter of this year, we expect revenue to be up 6-8% in our North American Fenestration segment, up 4-6% in our European Fenestration segment and down 1-3% in our North American Cabinet Component segment. On a consolidated basis, the Adjusted EBITDA margin is expected to be flat to down 25 basis points in the third quarter of 2024, again compared to the second quarter of this year."

Each of the above statements (together, the "Quanex Profit Forecast") constitutes an ordinary course profit forecast for the purposes of Note 2 on Rule 28.1 of the Takeover Code, and accordingly, the requirements of Rule 28.1(c) of the Takeover Code apply in relation to the Quanex Profit Forecast.

References to "GAAP" in the Quanex Profit Forecast are to U.S. GAAP.

Notes

The Q1 Release contains the statements set out below, and the Q1 Earnings Conference Call Script (which refers to the equivalent Q1 Release wording) contains similar statements. References to "GAAP" in the Quanex Profit Forecast are to U.S. GAAP, being the accounting policies applied in the preparation of the Quanex Group's annual results for the year ended 31 October 2023.

"Non-GAAP Terminology Definitions and Disclaimers

Adjusted Net Income (defined as net income further adjusted to exclude purchase price accounting inventory step-ups, transaction costs, certain severance charges, gain/loss on the sale of certain fixed assets, restructuring charges, asset impairment charges, other net adjustments related to foreign currency transaction gain/loss and effective tax rates reflecting impacts of adjustments on a with and without basis) and Adjusted EPS are non-GAAP financial measures that Quanex believes provide a consistent basis for comparison between periods and more accurately reflects operational performance, as they are not influenced by certain income or expense items not affecting ongoing operations. EBITDA (defined as net income or loss before interest, taxes, depreciation and amortization and other, net), Adjusted EBITDA and LTM Adjusted EBITDA (defined as EBITDA further adjusted to exclude purchase price accounting inventory step-ups, transaction costs, certain severance charges, gain/loss on the sale of certain fixed assets, restructuring charges and asset impairment charges) are non-GAAP financial measures that the Company uses to measure operational performance and assist with financial decision-making. Net Debt is defined as total debt (outstanding balance on the revolving credit facility plus financial lease obligations) less cash and cash equivalents. The leverage ratio of Net Debt to LTM Adjusted EBITDA is a financial measure that the Company believes is useful to investors and financial analysts in evaluating Quanex's leverage. In addition, with certain limited adjustments, this leverage ratio is the basis for a key covenant in the Company's credit agreement.

Free Cash Flow is a non-GAAP measure calculated using cash provided by operating activities less capital expenditures. Quanex uses the Free Cash Flow metric to measure operational and cash management performance and assist with financial decision-making. Free Cash Flow is measured before application of certain contractual commitments (including capital lease obligations), and accordingly is not a true measure of the Company's residual cash flow available for discretionary expenditures. Quanex believes Free Cash Flow is useful to investors in understanding and evaluating the Company's financial and cash management performance.

Quanex believes that the presented non-GAAP measures provide a consistent basis for comparison between periods and will assist investors in understanding the Company's financial performance when comparing results to other investment opportunities. The presented non-GAAP measures may not be the same as those used by other companies. Quanex does not intend for this information to be considered in isolation or as a substitute for other measures prepared in accordance with U.S. GAAP.

Forward Looking Statements

Statements that use the words "estimated," "expect," "could," "should," "believe," "will," "might," or similar words reflecting future expectations or beliefs are forward-looking statements. The forward-looking statements include, but are not limited to, the following: impacts from public health issues (including pandemics, such as the recent COVID-19 pandemic) on the economy and the demand for Quanex's products, timing estimates or any other expectations related to the Acquisition, the Company's future operating results, future financial condition, future uses of cash and other expenditures, expenses and tax rates, expectations relating to Quanex's industry, and the Company's future growth, including any guidance discussed in this press release. The statements and guidance set forth in this release are based on current expectations. Actual results or events may differ materially from this release. For a complete discussion of factors that may affect Quanex's future performance, please refer to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2023, and the Company's Quarterly Reports on Form 10-Q under the sections entitled "Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors". Any forward-looking statements in this press release are made as of the date hereof, and Quanex undertakes no obligation to update or revise any forward-looking statements to reflect new information or events."

Note: underlined text in the Notes above appears only in the Q2 Release.

Basis of preparation

The Quanex Profit Forecast has been prepared on a basis consistent with Quanex's accounting policies, as set out in the notes above.

The Quanex Profit Forecast excludes any transaction costs applicable to the Transaction or any other associated accounting impacts as a direct result of the Transaction.

Assumptions

The Quanex Profit Forecast is based on the assumptions listed below, any of which could turn out to be incorrect and therefore affect the validity of the Quanex Profit Forecast.

There are no material changes to the prevailing macroeconomic or political conditions in the markets and regions in which the Quanex Group operates.
There will be no material changes to the conditions of the markets and regions in which the Quanex Group operates or in relation to customer sales volume or product mix or the behaviour of competitors in those markets and regions.
There are no material changes to the Quanex Group's cost base throughout the fiscal year.
There will be no material changes in foreign exchange rates that will have a significant impact on the Quanex Group's revenue or cost base.
The interest, inflation and tax rates in the markets and regions in which the Quanex Group operates will remain materially unchanged from the prevailing rates.
There will be no business disruptions that materially affect the Quanex Group or its key customers, including natural disasters, acts of terrorism, cyber-attack and/or technological issues or supply chain disruptions.
There will be no material changes in legislation or regulatory requirements impacting on the Quanex Group's operations or on its accounting policies.
There will be no material litigation in relation to any of the Quanex Group's operations.
The Transaction will not result in any material changes to the Quanex Group's obligations to customers.
The Transaction will not have any material impact on the Quanex Group's ability to negotiate new business.
There will be no material change to the present executive management of the Quanex Group.
There will be no material change in the operational strategy of the Quanex Group.
There will be no material acquisitions or disposals in the relevant period.
There will be no material strategic investments in the relevant period.
There will be no material change in the dividend or capital policies of the Quanex Group.
The Quanex Profit Forecast does not include any impact on the Quanex Group of the Transaction.

Other important factors and information are contained in Quanex's most recent Annual Report on Form 10-K, including the risks summarised in the section entitled "Risk Factors", Quanex's most recent Quarterly Report on Form 10-Q, and Quanex's other periodic filings with the SEC and available at https://investors.quanex.com/.

Quanex Directors' confirmation

The Panel has granted a dispensation from the Takeover Code requirement for Quanex's reporting accountants and financial advisers to prepare reports in respect of the Quanex Profit Forecast (including, in respect of the Q2 Release and the Q2 Earnings Conference Call Script, with the consent of Tyman).

The Quanex Directors have considered the Quanex Profit Forecast and confirm that it remains valid as at the date of this document, and has been properly compiled on the basis of the assumptions set out in this Part Seven and that the basis of the accounting used is consistent with Quanex's accounting policies.

PART EIGHT

ADDITIONAL INFORMATION ON TYMAN AND QUANEX

1. Responsibility

1.1 The Tyman Directors, whose names are set out in paragraph 2.1 below, accept responsibility for the information contained in this document (including any expressions of opinion other than information for which responsibility is taken by the Quanex Directors pursuant to paragraph 1.2 below. To the best of the knowledge and belief of the Tyman Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document, for which they accept responsibility, is in accordance with the facts and does not omit anything likely to affect the import of such information.
1.2 The Quanex Directors, whose names are set out in paragraph 2.2 below, accept responsibility for the information contained in this document (including any expressions of opinion) relating to Quanex, the Wider Quanex Group, the Quanex Directors and their respective immediate families and the related trusts of and persons connected with the Quanex Directors, and persons deemed to be acting in concert with Quanex (as such term is defined in the Takeover Code). To the best of the knowledge and belief of the Quanex Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document, for which they accept responsibility, is in accordance with the facts and does not omit anything likely to affect the import of such information.

2. Directors and Responsible Persons

2.1 The Tyman Directors and their respective positions are:

Name	Position
Nicky Hartery	Director, Chairman
Rutger Helbing	Director, Chief Executive Officer
Jason Ashton	Director, Chief Financial Officer
Pamela Bingham	Non-Executive Director
David Randich	Non-Executive Director
Paul Withers	Non-Executive Director
Margaret Amos	Non-Executive Director

The business address of each of the Tyman Directors is 29 Queen Anne's Gate, London, SW1H 9BU.

The company secretary of Tyman is Peter Ho.

2.2 The Quanex Directors and their respective positions are:

Name	Position
George L. Wilson	Chairman of the Board, President and Chief Executive Officer
Susan F. Davis	Director
Bradley E. Hughes	Director
Curtis M. Stevens	Director
Donald R. Maier	Director
Jason D. Lippert	Director
William E. Waltz	Director

The company secretary of Quanex is Paul Cornett.

The headquarters of Quanex and the correspondence address of each of the directors is 945 Bunker Hill Road, Suite 900, Houston, TX 77024.

3. Disclosures in respect of Tyman securities and Quanex securities

3.1 For the purposes of this paragraph 3 and paragraphs 4 and 15:
- acting in concert has the meaning given to it in the Takeover Code;
- arrangement includes indemnity or option arrangements, and any agreement or understanding, formal or informal, of whatever nature, relating to securities which may be an inducement to deal or refrain from dealing;
- close relative has the meaning given to it in the Takeover Code;
- dealing has the meaning given to it in the Takeover Code;
- derivative has the meaning given to it in the Takeover Code;
- disclosure period means the period beginning on 22 April 2023 (being the date that is 12 months before the start of the Offer Period) and ending on the Latest Practicable Date;
- interest or interests in relevant securities shall have the meaning given to it in the Takeover Code and references to interests of Quanex Directors or interests of Tyman Directors in relevant securities shall include all interests of any other person whose interests in shares the Quanex Directors or, as the case may be, the Tyman Directors, are taken to be interested in pursuant to Part 22 of the Companies Act;
- offer period means the period starting on 22 April 2024 and ending on the Latest Practicable Date;
- relevant Quanex securities means relevant securities (such term having the meaning given to it in the Takeover Code in relation to an offeror) of Quanex, including equity share capital in Quanex (or derivatives referenced thereto) and securities convertible into, rights to subscribe for and options (including traded options) in respect thereof; and
- relevant Tyman securities means relevant securities (such term having the meaning given to it in the Takeover Code in relation to an offeree) of Tyman, including equity share capital of Tyman (or derivatives referenced thereto) and securities convertible into, rights to subscribe for and options (including traded options) in respect thereof.

Interests and Dealings in relevant Tyman securities

Tyman

3.2 As at the Latest Practicable Date, the Tyman Directors, their close relatives and related trusts and connected persons held the following interests in, or rights to subscribe in respect of, relevant Tyman securities:

Issued share capital

	Number of	Percentage of existing issued share
Beneficial Holder1	Tyman Shares	capital
Jason Ashton	124,526	0.06%
Pamela Bingham	11,718	0.01%
Nicky Hartery (registered holder Cape May Limited)	159,797	0.08%
David Randich	50,000	0.03%
Paul Withers	115,000	0.06%
Rutger Helbing	n/a	n/a
Margaret Amos	n/a	n/a

¹ The Tyman Directors hold their shares via nominee accounts operated by their brokers as follows: Jason Ashton (interactive investor), Pamela Bingham (Hargreaves Lansdown), Nicky Hartery (Julius Baer), David Randich (UBS Group AG) and Paul Withers (Hargreaves Lansdown).

Shares held by the Tyman employee benefit trust established pursuant to a deed dated 6 December 2010 and of which Sanne Trustee Company Limited is the trustee:

Number of Tyman Shares	Percentage of existing issued share capital
1,454,089	0.74%

Options and other awards

Name	Description	Grant Date	Number of Tyman Shares in respect of which options or awards granted	Exercise Price	Earliest Vesting Date	Expiry Date
Rutger Helbing	Tyman LTIP	24/04/2024	314,575	n/a	14/03/2027	23/04/2034
Jason Ashton	Tyman LTIP	14/04/2022	137,755	n/a	27/03/2025	13/04/2032
	Tyman LTIP	10/03/2023	183,705	n/a	10/03/2026	09/03/2033
	Tyman LTIP	24/04/2024	214,959	n/a	14/03/2027	23/04/2034
	Tyman DSBP	14/04/2022	48,493	n/a	27/03/2025	13/04/2032
	Tyman DSBP	10/03/2023	19,245	n/a	10/03/2026	09/03/2033
	Tyman DSBP	24/04/2024	82,908	n/a	14/03/2027	23/04/2034
	Tyman Sharesave Plans	30/09/2023	7,697	£2.4157	01/11/2026	29/09/2033

3.3 As at the Latest Practicable Date, other than as disclosed in paragraph 3.2 above, no person acting in concert with Tyman held any interests in, or rights to subscribe in respect of, relevant Tyman securities.

3.4 Save as disclosed above, as at the close of business on the Latest Practicable Date, neither Tyman, nor any Tyman Director, nor, so far as Tyman is aware, any person acting in concert (within the meaning of the Takeover Code) with it, nor any person with whom Tyman or any person acting in concert with Tyman has an arrangement, has: (i) any interest in or right to subscribe for any relevant Tyman securities; (ii) any short positions in respect of relevant Tyman securities (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery; or (iii) borrowed or lent any relevant Tyman securities (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code).

3.5 During the offer period, the following dealings in relevant Tyman securities by Tyman Directors, their close relatives, related trusts and their connected persons have taken place:

Name	Date(s)	Nature of Dealings	Number of Tyman Shares	Price (£)
Rutger Helbing	24/04/2024	Grant of awards under Long Term Incentive Plan	314,575	N/A
Jason Ashton	24/04/2024	Grant of awards under Long Term Incentive Plan	214,959	N/A
	29/05/2024	Exercise of options under Long Term Incentive Plan, satisfied using Tyman Shares transferred from the EBT	28,265	Nil cost per Tyman Share
	29/05/2024	Sale of Tyman Shares to satisfy the tax liability and fees arising from exercise of options under Long Term Incentive Plan	13,318	3.66 per Tyman Share

3.6 Save as disclosed above, during the offer period, no dealings in relevant Tyman securities by Tyman Directors, their close relatives, related trusts and their connected persons have taken place.
3.7 During the offer period, no dealings in relevant Tyman securities by persons acting in concert with Tyman have taken place.

Quanex

3.8 As at the close of business on the Latest Practicable Date, neither Quanex, nor any Quanex Director, nor, so far as Quanex is aware, any person acting in concert (within the meaning of the Takeover Code) with it nor any person with whom it or any person acting in concert with it has an arrangement has: (i) any interest in or right to subscribe for any relevant Tyman securities, (ii) any short positions in respect of relevant Tyman securities (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery; or (iii) borrowed or lent any relevant Tyman securities (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code).
3.9 During the disclosure period, no dealings in relevant Tyman securities by Quanex or Quanex Directors, their close relatives, related trusts and their connected persons have taken place.
3.10 During the disclosure period, no dealings in relevant Tyman securities by persons acting in concert with Quanex have taken place.

Interests and Dealings in relevant Quanex securities Tyman

3.11 As at the close of business on the Latest Practicable Date, neither Tyman nor any Tyman Director, nor, so far as Tyman is aware, any person acting in concert (within the meaning of the Takeover Code) with it nor any person with whom it or any person acting in concert with it has an arrangement has: (i) any interest in or right to subscribe for any relevant Quanex securities; (ii) any short positions in respect of relevant Quanex securities (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery; or (iii) borrowed or lent any relevant Quanex securities (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code).
3.12 During the offer period, no dealings in relevant Quanex securities by Tyman or Tyman Directors, their close relatives, related trusts and their connected persons have taken place.
3.13 During the offer period, the following dealings in relevant Quanex securities by persons acting in concert with Tyman have taken place:

Name	Date(s)	Nature of Dealings	Number of Quanex Shares	Price (US\$)
DBX Advisors LLC	21/05/2024	Sale – Common Stock	65	32.7800

3.14 Save as disclosed above, during the offer period, no dealings in relevant Quanex securities by persons acting in concert with Tyman have taken place.

Quanex

3.15 As at the Latest Practicable Date, the Quanex Directors, their close relatives, related trusts and connected persons held the following interests in, or rights to subscribe in respect of, relevant Quanex securities:

Name	Number of Quanex Shares	Percentage of existing issued share capital	Percentage of issued share capital immediately following the Effective Date2
George L. Wilson	233,154(1)	0.704%	0.480%
Susan F. Davis	n/a	n/a	n/a
Bradley E. Hughes	n/a	n/a	n/a
Curtis M. Stevens	5,009	0.015%	0.010%
Donald R. Maier	n/a	n/a	n/a
Jason D. Lippert	20,450	0.062%	0.042%
William E. Waltz	n/a	n/a	n/a

Issued share capital

⁽¹⁾ This figure includes 92,800 unvested restricted stock awards, of which 29,200 were granted on 7 December 2023, 34,100 were granted on 7 December 2022 and 29,500 were granted on 9 December 2021. Such stock is issued (with all rights attaching) to the holder on the date of grant on a conditional basis. Such unvested restricted stock awards are not transferrable prior to the vesting date, which in each case is the date which is 3 years from the date of grant (the "Restricted Period"). Pro rata early vesting occurs upon retirement, and full early vesting occurs on change in control, death, or disability. During the Restricted Period, the holder has voting rights but does not receive dividends. Dividends are accrued during the Restricted Period and are paid only when the shares vest.

² Assuming Tyman Shareholders elect for and Quanex accepts the maximum amount of the Capped All-Share Alternative.

Options

Name	Description	Exercise Price (US\$)	Grant Date	Exercise Period / Expiration Date	No. of Outstanding Options
George L. Wilson	Exercisable but unexercised options	19.45	30/11/2016	30/11/2026	17,100
		19.31	02/12/2015	02/12/2025	14,400
		20.28	03/12/2014	03/12/2024	6,300

Other Awards

Name	Description	Grant Date	Vesting Date(s)	No. of Outstanding Awards
George L. Wilson	Unvested performance restricted stock awards	07/12/2023	07/12/2026	25,700
		07/12/2022	07/12/2025	30,400
		09/12/2021	09/12/2024	29,200

3.16 Save as disclosed above, as at the close of business on the Latest Practicable Date, neither Quanex nor any Quanex Director, nor, so far as Quanex is aware, any person acting in concert (within the meaning of the Takeover Code) with it nor any person with whom it or any person acting in concert with it has an arrangement has: (i) any interest in or right to subscribe for any relevant Quanex securities; (ii) any short positions in respect of relevant Quanex securities (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery; or (iii) borrowed or lent any relevant Quanex securities (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code).

3.17 During the disclosure period, the following dealings in relevant Quanex securities by Quanex Directors, their close relatives, related trusts and their connected persons have taken place:

Name	Date(s)	Nature of Dealings	Number of Quanex Shares	Price (US\$)
George L. Wilson	30/06/2023	Adjustment due to dividend 6.867 reinvestment for employee stock purchase plan – Common Stock		26.833
	29/09/2023	Adjustment due to dividend reinvestment for employee stock purchase plan – Common Stock	6.506	28.3876
	02/12/2023	Sale to cover withholding tax on vesting of restricted stock – Common Stock	6,210	31.68
	07/12/2023	Grant / Award – Common Stock	29,200	—
	18/12/2023	Grant / Award resulting from vesting of performance restricted stock units – Common Stock	33,281	—
	18/12/2023	Sale to cover withholding tax on vesting of performance restricted stock units – Common Stock	13,097	30.85
	29/12/2023	Adjustment due to dividend reinvestment for employee stock purchase plan – Common Stock	6.007	30.81
	29/03/2024	Adjustment due to dividend reinvestment for employee stock purchase plan – Common Stock	4.917	37.715
Susan F. Davis	12/09/2023	Exercise of options (Rule 16b-3 exempt) – Common Stock	5,009	17.78
	12/09/2023	Exercise of options (Rule 16b-3 exempt) – Common Stock	4,880	20.02
	27/12/2023	Sale – Common Stock	9,889	30.7551
Curtis M. Stevens	05/09/23	Exercise of options (Rule 16b-3 exempt) – Common Stock	5,009	17.78
	04/01/2024	Exercise of options (Rule 16b-3 exempt) – Common Stock	4,880	20.02
	04/01/2024	Sale – Common Stock	4,880	30.4642

3.18 Save as disclosed above, during the disclosure period, no dealings in relevant Quanex securities by Quanex or Quanex Directors, their close relatives, related trusts and their connected persons have taken place.

3.19 During the disclosure period, no dealings in relevant Quanex securities by persons acting in concert with Quanex have taken place.

4. Interests and Dealings – General

4.1 Save as disclosed in paragraph 3 above, as at the Latest Practicable Date:
- no member of the Quanex Group had any interest in, right to subscribe in respect of, any short position under a derivative in relation to any, or had any delivery obligation or any right to require another person to take delivery of relevant Tyman securities nor has any member of the Quanex Group dealt for value in any relevant Tyman securities during the disclosure period;
- no member of the Quanex Group had any interest in, right to subscribe in respect of, any short position under a derivative in relation to any, or had any delivery obligation or any right to require another person to take delivery of relevant Quanex securities, nor has any member of the Quanex Group dealt for value in any relevant Quanex securities during the disclosure period;
- none of the Quanex Directors had any interest in, right to subscribe in respect of, any short position under a derivative in relation to any, or had any delivery obligation or any right to require another person to take delivery of, relevant Tyman securities, nor has any such person dealt for value in any relevant Tyman securities during the disclosure period;
- none of the Quanex Directors had any interest in, right to subscribe in respect of, any short position under a derivative in relation to any, or had any delivery obligation or any right to require another person to take delivery of relevant Quanex securities, nor has any such person dealt for value in any relevant Quanex securities during the disclosure period;
- no person deemed to be acting in concert with Quanex had any interest in, right to subscribe in respect of, or any short position under a derivative in relation to any, or had any delivery obligation or any right to require another person to take delivery of relevant Tyman securities, nor has any such person dealt for value in any relevant Tyman securities, during the disclosure period;
- no person deemed to be acting in concert with Quanex had any interest in, right to subscribe in respect of, or any short position under a derivative in relation to any, or had any delivery obligation or any right to require another person to take delivery of relevant Quanex securities, nor has any such person dealt for value in any relevant Quanex securities, during the disclosure period;
- no person who has an arrangement with Quanex had any interest in, right to subscribe in respect of, or any short position under a derivative in relation to any, or had any delivery obligation or any right to require another person to take delivery of relevant Tyman securities, nor has any such person dealt for value in any relevant Tyman securities during the disclosure period;
- no person who has an arrangement with Quanex had any interest in, right to subscribe in respect of, or any short position under a derivative in relation to any, or had any delivery obligation or any right to require another person to take delivery of relevant Quanex securities, nor has any such person dealt for value in any relevant Quanex securities during the disclosure period;
- neither Quanex nor any person acting in concert with it, has borrowed or lent any relevant Tyman securities, save for any borrowed shares which have been either on-lent or sold; and
- neither Quanex nor any person acting in concert with it, has borrowed or lent any relevant Quanex securities, save for any borrowed shares which have been either on-lent or sold.
4.2 Save as disclosed in paragraph 3 above, as at the Latest Practicable Date:
- no member of the Tyman Group had any interest in, right to subscribe in respect of or any short position under a derivative in relation to any, or had any delivery obligation or any right to require another person to take delivery of, relevant Tyman securities, nor has any member of the Tyman Group dealt for value in any relevant Tyman securities during the offer period;
- no member of the Tyman Group had any interest in, right to subscribe in respect of or any short position under a derivative in relation to any, or had any delivery obligation or any right to require another person to take delivery of, relevant Quanex securities, nor has any member of the Tyman Group dealt for value in any relevant Quanex securities during the offer period;
- none of the Tyman Directors had any interest in, right to subscribe in respect of, or any short position under a derivative in relation to any, or had any delivery obligation or any right to require another person to take delivery of, relevant Tyman securities, nor has any such person dealt for value in any relevant Tyman securities during the offer period;
- none of the Tyman Directors had any interest in, right to subscribe in respect of, or any short position under a derivative in relation to any, or had any delivery obligation or any right to require another person to take delivery of, relevant Quanex securities, nor has any such person dealt for value in any relevant Quanex securities during the offer period;
- no person deemed to be acting in concert with Tyman had any interest in, right to subscribe in respect of, or any short position under a derivative in relation to any, or had any delivery obligation or any right to require another person to take delivery of, relevant Tyman securities, nor has any such person dealt for value in any relevant Tyman securities during the offer period;
- no person deemed to be acting in concert with Tyman had any interest in, right to subscribe in respect of, or any short position under a derivative in relation to any, or had any delivery obligation or any right to require another person to take delivery of, relevant Quanex securities, nor has any such person dealt for value in any relevant Quanex securities during the offer period;
- no person who has an arrangement with Tyman had any interest in, right to subscribe in respect of, or any short position under a derivative in relation to any, or had any delivery obligation or any right to require another person to take delivery of, relevant Tyman securities, nor has any such person dealt for value in any relevant Tyman securities during the offer period;
- no person who has an arrangement with Tyman had any interest in, right to subscribe in respect of, or any short position under a derivative in relation to any, or had any delivery obligation or any right to require another person to take delivery of, relevant Quanex securities, nor has any such person dealt for value in any relevant Quanex securities during the offer period;
- neither Tyman nor any person acting in concert with Tyman has borrowed or lent any relevant Tyman securities, save for any borrowed shares which have been either on-lent or sold; and
- neither Tyman nor any person acting in concert with Tyman has borrowed or lent any relevant Quanex securities, save for any borrowed shares which have been either on-lent or sold.
4.3 Save as disclosed in this document, no persons have given any irrevocable or other commitment to vote in favour of the Scheme or the Resolutions to be proposed at the General Meeting.
4.4 Save as disclosed in this document, as at the Latest Practicable Date, none of: (i) Quanex or any person acting in concert with Quanex; or (ii) Tyman or any person acting in concert with Tyman, has, in either case, any arrangement in relation to relevant securities.
4.5 Save as disclosed in this document, no agreement, arrangement or understanding (including any compensation arrangement) exists between Quanex or any person acting in concert with it and any of the Tyman Directors or the recent directors, shareholders or recent shareholders of Tyman having any connection with or dependence upon or which is conditional upon the Transaction.
4.6 Save as disclosed in this document, there is no agreement, arrangement or understanding whereby the beneficial ownership of any Tyman Shares to be acquired by Quanex pursuant to the Scheme will be transferred to any other person; however, Quanex reserves the right to transfer any such shares to any member of the Quanex Group.
4.7 No relevant securities of Tyman have been redeemed or purchased by Tyman during the disclosure period.
4.8 No relevant securities of Quanex have been redeemed or purchased by Quanex during the disclosure period.

5. Directors' service contracts

5.1 Executive Directors

The Executive Directors have entered into service agreements with Tyman as summarised below.

Name of Executive Director	Date of service contract	Effective date of appointment Notice period
Rutger Helbing	24 November 2023	2 January 2024	12 months from either party
Jason Ashton	24 April 2019	29 April 2019	12 months from either party

Rutger Helbing's appointment as Chief Executive Director commenced on 2 January 2024 and he is currently engaged under a service agreement with Tyman dated 24 November 2023. His current annual base salary is £600,000. Jason Ashton's appointment as Chief Financial Officer commenced on 29 April 2019 and he is currently engaged under a service contract with Tyman dated 24 April 2019. His current annual base salary is £410,000. Each Executive Director's base salary is reviewed (but not necessarily increased) annually. Benefits available to the Executive Directors include critical illness cover, professional tax and financial advice, a permanent health insurance scheme, private medical and dental insurance, life insurance, directors' and officers' insurance, and a car allowance (of £17,000 for Rutger Helbing and £17,500 for Jason Ashton). The Chief Executive Officer also has access to Tyman's death in service scheme. The Executive Directors receive pension allowances equal to seven per cent. of their annual base salary.

The Executive Directors are eligible to participate in the Tyman Share Plans (as may be offered from time to time) and to receive an annual bonus, subject to the approval of the Tyman Board. All bonuses for Executive Directors will be subject to Tyman's Director's Remuneration Policy and the rules of the Tyman DSBP; with the Chief Financial Officer's bonus also being subject to Tyman's annual bonus terms, as specified from time to time. The maximum potential annual bonus for the Chief Executive Officer is 150 per cent. of base salary and 125 per cent. of salary for the Chief Financial Officer, based on testing of financial performance metrics. Any bonus earned will be payable 50 per cent. in cash and 50 per cent. in shares deferred for three years.

The Executive Directors are eligible to receive share awards under the Tyman LTIP, with a maximum LTIP award at grant valued at 150 per cent. of base salary. LTIP awards comprise grants of nil-cost options, vesting three years after grant, subject to performance over a threeyear period against performance measures, as set by the Tyman Remuneration Committee. Vested Tyman LTIP awards ordinarily have a two-year post-vesting holding period.

As each Executive Director's service agreement is for an indefinite period, their service agreements have no fixed expiry date. The appointment of the Executive Directors is terminable: (i) on 12 months' notice by either Tyman or the Executive Director; or (ii) with immediate effect in specified circumstances, including in the event of the Executive Director's gross misconduct, in which case they will not be entitled to any payment other than amounts accrued but unpaid as at termination. In addition, at any point after notice is given, Tyman may terminate each Executive Director's appointment with immediate effect and make a payment in lieu of the base salary (less any tax and national insurance), to which the Executive Director would have been entitled during the unexpired period of notice, which may be paid in monthly instalments, unless Tyman determines otherwise.

Each Executive Director is subject to post-termination restrictions for a period of up to twelve months after termination.

5.2 Non-executive Directors

The Non-executive Directors have entered into letters of appointment with Tyman as summarised below.

The appointment of each Non-executive Director is subject to their continued satisfactory performance and re-election at annual general meetings of Tyman.

Each Non-executive Director's letter of appointment is terminable by either party on one month's written notice. They may also cease to hold office as a director in accordance with the Tyman Articles. In the event that a Non-executive Director is not re-elected, their appointment will terminate immediately without compensation. Each Non-executive Director's letter of appointment is also terminable by Tyman with immediate effect in certain circumstances, which may include if the Non-executive Director: (i) commits a material, serious or repeated breach or non-observance of their obligations to Tyman, including a breach of their statutory, fiduciary, contractual or common-law duties; (ii) is guilty of any fraud or dishonesty or has acted in a manner which, in the opinion of Tyman, brings or is likely to bring the Non-executive Director or Tyman into disrepute; (iii) is convicted of an arrestable criminal offence (other than a road traffic offence); (iv) is declared bankrupt; and (v) is disqualified from acting as a director.

Under the letters of appointment, the Non-executive Directors are typically appointed for an initial three-year term, which may be extended subject to the Tyman Board's review and reelection by Tyman Shareholders.

Name of Director	Date appointed Director	Original letter of appointment date	Fees (per annum)
Margaret Amos(1)	19 June 2023	7 June 2023	£66,408
Pamela Bingham	18 January 2018	17 January 2018	£62,408
Nicky Hartery(2)	1 October 2020	16 September 2020	£222,525
David Randich(3)	15 December 2021	15 December 2021	£72,008
Paul Withers(4)	1 February 2020	9 December 2019	£74,908

(1) Includes a fee of £10,000 in respect of her role as Chair of the Audit & Risk Committee.

(2) Includes a fee of £140,750 in respect of his role as non-executive chairperson.

(3) Includes a discretionary annual fee of £15,000 for him to travel to all Tyman Board and committee meetings.

(4) Includes a fee of £15,500 for chairing the Tyman Remuneration Committee and being Senior Independent Director.

5.3 Other service contracts

Save as disclosed above, there are no service contracts between any director of the Tyman Group or proposed director of the Tyman Group and any member of the Tyman Group, and no such contract has been entered into or amended within the six months preceding the date of this document.

6. Quanex Director emoluments

The emoluments of the Quanex directors will not be affected by the Transaction or any other associated transaction.

7. Market quotations

7.1 The following table shows the Closing Price for Tyman Shares for the first dealing day of each month from January 2024 to June 2024 inclusive, for 19 April 2024 (being the last Business Day prior to the commencement of the offer period) and for 10 June 2024 (being the Latest Practicable Date)³ :

Date	Tyman Share price (pence)
2 January 2024	317.5
1 February 2024	302.5
1 March 2024	300.0
1 April 2024	289.5
1 May 2024	375.5
1 June 2024	364.0
19 April 2024	296.0
10 June 2024	359.5

7.2 The following table shows the closing middle market price for Quanex Shares for the first dealing day of each month from January 2024 to June 2024 inclusive, for 19 April 2024 (being the last Business Day prior to the commencement of the offer period) and for 10 June 2024 (being the Latest Practicable Date)⁴ :

Date	Quanex Share price (US\$)
2 January 2024	31.20
1 February 2024	31.81
1 March 2024	35.17
1 April 2024	37.08
1 May 2024	33.09
1 June 2024	32.96
19 April 2024	34.64
10 June 2024	30.21

8. Material contracts

8.1 Tyman Group material contracts

Other than the Offer-related arrangements set out in paragraph 9 below, no member of the Tyman Group has entered into any material contracts other than in the ordinary course of business in the period beginning on 22 April 2022 and ending on the Latest Practicable Date are set out below.

8.2 Quanex Group material contracts

Other than the Offer-related arrangements set out in paragraph 9 below, summaries of the principal contents of each material contract, not being a contract entered into in the ordinary course of business, that has been entered into by members of the Quanex Group in the period beginning on 22 April 2022 and ending on the Latest Practicable Date are set out below.

LMI Asset Purchase Agreement

On 1 November 2022, Quanex IG Systems, Inc. ("IG Systems"), a wholly-owned subsidiary of Quanex, entered into an Asset Purchase Agreement (the "LMI Asset Purchase Agreement") with LMI Custom Mixing, LLC ("LMI") and the equity owners of LMI, Lauren International, Ltd. and Meteor-US-Beteiligungs GMBH.

Under the LMI Asset Purchase Agreement, IG Systems acquired, and LMI sold to IG Systems, substantially all of the operating assets comprising LMI's polymer mixing and rubber compound production business (collectively, the "Purchased Assets") and IG Systems also agreed to assume certain liabilities relating to the Purchased Assets (collectively, the "Acquisition"). As consideration

³ Source: FactSet as of 10 June 2024.

⁴ Source: FactSet as of 10 June 2024.

for the Purchased Assets, IG Systems agreed to pay LMI US\$92 million in cash, with US\$7.1 million of this amount funded by IG Systems into escrow substantially as security for the seller parties' indemnification obligations. The purchase price was subject to certain adjustments including a post-closing working capital true-up. The completion of the Acquisition occurred concurrently with the execution of the LMI Asset Purchase Agreement by the parties on 1 November 2022.

The LMI Asset Purchase Agreement contains representations, warranties and indemnification obligations of the parties customary for transactions similar to those contemplated by the LMI Asset Purchase Agreement. The LMI Asset Purchase Agreement also contains non-compete and nonsolicitation obligations binding on LMI and its owners and certain obligations of the parties, including in respect of transition services. To fund the amounts paid in connection with the Acquisition, IG Systems used a combination of cash on hand and funds borrowed under an existing credit facility of Quanex.

Second Amended and Restated Credit Agreement

On 6 July 2022, Quanex entered into a second amended and restated credit agreement among Quanex, the lenders party thereto (the "Lenders") and Wells Fargo Bank, National Association ("Wells Fargo"), as agent (in such capacity, the "Agent") for the Lenders (the "Credit Agreement"), for the purpose of amending and restating its existing credit facility.

The second amended and restated credit facility (the "New Credit Facility") is secured, in whole or in part, by substantially all of the non-real estate property and assets of Quanex and its domestic subsidiaries and by 65 per cent. of the voting equity interests in Quanex's first tier foreign subsidiaries, and is guaranteed, in whole or in part, by substantially all of Quanex's domestic subsidiaries.

All amounts outstanding under Quanex's existing credit facility, totalling US\$58 million, were converted to secured overnight financing borrowings under the New Credit Facility.

The Credit Agreement evidencing the New Credit Facility is a five-year revolving credit facility of up to an aggregate principal amount of US\$325 million. Consistent with the existing credit facility, the New Credit Facility includes customary representations and warranties, affirmative covenants, negative covenants, and provisions governing an event of default (including acceleration of payment in connection with Quanex's failure to pay all or any portion of any obligations, principal, or any amount payable under a letter of credit) and mandatory prepayment provisions customary for revolving credit facilities, and subject to certain conditions, customary optional prepayment provisions available without premium or penalty. With certain limited exceptions, subsequently acquired or formed direct and indirect domestic subsidiaries will be required to join in the New Credit Facility as guarantors and pledge substantially all of their non-real estate assets to secure all or a specified portion of the New Credit Facility obligations.

Board Observer Agreement

On 22 April 2024, in connection with the Transaction, Quanex delivered a copy of the Board Observer Agreement signed on behalf of and to be delivered by Quanex and held in escrow by Tyman pending completion of the Transaction. The Board Observer Agreement provides certain rights to a shareholder of Tyman who (i) is beneficially interested in more than 16 per cent. of the fully diluted ordinary share capital of Tyman as at the Effective Date; (ii) as a result of the New Quanex Shares issued to Scheme Shareholders in connection with the Transaction, will be beneficially interested in more than 5 per cent. of the issued Quanex Shares when such New Quanex Shares are listed on the NYSE taking into account only (x) those New Quanex Shares which are issued to Scheme Shareholders pursuant to the terms of the Transaction (and no other Quanex Shares, howsoever acquired or received by them) as the numerator for such calculation and (y) only the aggregated number of all New Quanex Shares and Quanex Shares (excluding shares held in treasury) in issue as at the date of the Rule 2.7 Announcement as the denominator for such calculation; and (iii) has obtained any required regulatory or legal approvals necessary for such person to take up such right.

Such Tyman Shareholder will be entitled to appoint an individual from a pre-approved list of persons to serve as an observer, through to the 2026 annual meeting of shareholders, to the Quanex Board and to the nominating and governance committee, and to receive information provided to the Quanex Board. Quanex will pay travel and other expenses for the observer consistent with its expense policies for directors of the Quanex Board. The observer and any Tyman Shareholder appointing the observer agree to be subject to confidentiality restrictions and to abide by Quanex's policies on insider trading and treatment of material non-public information. The Board Observer Agreement may be terminated early by Quanex in certain situations, including the failure of the Tyman Shareholder appointing the observer continuing to hold at least 70 per cent. of the Quanex Shares held by such Tyman Shareholder following completion of the Transaction, the failure of such Tyman Shareholder to comply with all reporting requirements under the US Exchange Act, such Tyman Shareholder's joining the board of directors of a competitor to Quanex or one of Quanex's material customers or suppliers, or if such Tyman Shareholder solicits proxies concerning voting the Quanex Shares. Certain termination conditions have a limited cure right. As Tyman's current largest shareholder, it is expected that Teleios will be entitled to enter into the Board Observer Agreement on completion of the Transaction.

Liniar Lease Agreement

On 21 October 2022, Liniar Limited ("Liniar"), a subsidiary of Quanex, entered into a new lease agreement (the "Lease") with Garner Holdings Limited (as landlord) and Ryefields Close Management Company Limited (as management company) which renewed and replaced Liniar's previous lease of an extrusion hall, offices, mixing plant, and lamination facility in Derbyshire and extended to the lease of a new mixing plant in the same location.

The Lease is for a fixed 20-year term expiring on 20 October 2042. The Lease does not convey any contractual renewal rights or purchase options to Liniar. However, the Lease is within the Landlord and Tenant Act 1954 which gives Liniar a statutory right (with very limited exceptions) to renew the Lease at the end of the 20-year term.

The initial rent is £1,117,826 per annum, subject to annual adjustment in line with the UK rental price index with a cap at 1 per cent. and a collar at 4 per cent. In addition, an upwards-only rent review to the open market rent will take place every five years during the term of the Lease.

Liniar is obliged to bear the costs of any insurance related to the leased properties, along with a service charge. In addition, Liniar is obliged to bear additional costs associated with property taxes and common area maintenance.

The Lease contains other customary rights and obligations for a UK lease, including but not limited to provisions related to encumbrances and encroachments; payment of costs; assignments and subletting; fixtures and alterations; and compliance with laws. In addition, the Lease includes customary representations, warranties and covenants and provides for certain customary indemnities.

9. Offer-related arrangements

Confidentiality Agreement

Quanex and Tyman entered into the Confidentiality Agreement on 18 March 2024, pursuant to which each of Quanex and Tyman has undertaken to keep, and to procure that certain of their respective authorised representatives keep, confidential information relating to the other party and/or to the Transaction confidential, to use such information solely in connection with the Transaction, and not to disclose such information to any third party (with certain exceptions). These confidentiality obligations will remain in force until 18 March 2026, save for: (i) any confidential information retained by either party (and/or their respective authorised recipient(s)) in accordance with the terms of the Quanex Confidentiality Agreement and (ii) any information relating specifically to the Transaction, in respect of which the parties' obligations shall remain in full force and effect without limit in time.

The Confidentiality Agreement also contains undertakings from each of Quanex and Tyman that, for a period of 18 months from the date of the Quanex Confidentiality Agreement, they shall not, and they shall procure that certain of their respective authorised representatives shall not, solicit, engage or employ any of the other party's key employees, save where a person contacts Quanex or Tyman (as applicable) on their own initiative or responds, without any approach or solicitation, to a general public advertisement made in the ordinary course of business and which was not specifically targeted at such person.

Co-operation Agreement

Quanex and Tyman entered into the Co-operation Agreement on 22 April 2024 pursuant to which:

(a) Quanex has agreed to use all reasonable endeavours to secure all regulatory clearances and authorisations as soon as reasonably practicable following the date of the Announcement and in any event in sufficient time to enable the Effective Date to occur by the Long Stop Date;
(b) Quanex shall be responsible for determining the strategy for obtaining such regulatory clearances and authorisations after prior consultation with Tyman and after having taken into account Tyman's reasonable comments;
(c) Tyman and Quanex have agreed to certain customary undertakings to co-operate in relation to such regulatory clearances and authorisations;
(d) Quanex has agreed to provide Tyman with certain information for the purposes of this document and to otherwise assist with the preparation of this document;
(e) Quanex has provided certain undertakings in connection with the preparation and filing of the Proxy Statement (including undertaking to use its best endeavours to resolve comments received from the SEC) and obtaining the approval to the Quanex Share Proposal (including undertaking to use all reasonable endeavours to obtain approval to the Quanex Share Proposal); and
(f) Quanex has a right to switch to a Takeover Offer in specified circumstances, and Quanex has agreed to certain provisions if the Scheme should switch to a Takeover Offer.

The Co-operation Agreement will terminate with immediate effect:

(a) if Quanex and Tyman so agree in writing;
(b) if Quanex invokes a Condition (in circumstances where invocation of the relevant Condition is permitted by the Panel) and the Scheme has been withdrawn (otherwise than as a result of a switch to a Takeover Offer) or, following such a switch, the Takeover Offer lapses;
(c) upon service of written notice by Quanex to Tyman if: (i) the Tyman Directors change their recommendation in respect of the Transaction; (ii) a competing offer (x) is recommended in whole or in part by the Tyman Directors, or (y) becomes effective or is declared or becomes unconditional; (iii) the Transaction is implemented by way of a Scheme and (z) the Court Meeting and General Meeting are not held on or before the 22nd day after the expected date of the Court Meeting and the General Meeting (as applicable) set out in this document (or subsequent announcement of the timetable) (or such later date as may be agreed in writing between the parties with the consent of the Panel and the approval of the Court (if such approval(s) are required)), or (w) the Court Hearing is not held on or before the later of (A) the 22nd day after the expected day of the Court Hearing as set out in this document (or subsequent announcement of the timetable); and (B) thirty days after all the Conditions have been satisfied or waived (or such later date as may be agreed in writing between the parties with the consent of the Panel and the approval of the Court (if such approval(s) are required));
(d) upon service of written notice by either Quanex or Tyman to the other if, prior to the Long Stop Date, any Condition which has not been waived is (or has become) incapable of satisfaction by the Long Stop Date (in circumstances where invocation of the relevant Condition (or confirmation that the Condition is incapable of satisfaction, as appropriate) is permitted by the Panel);
(e) if the Transaction is (with the consent of the Panel) withdrawn, terminates or lapses in accordance with its terms prior to the Long Stop Date other than where: (i) such lapse or withdrawal is as a result of the exercise of Quanex's right to effect a switch to a Takeover Offer; or (ii) it is otherwise to be followed within five Business Days (or such other period as Quanex and Tyman may agree in writing) by a firm offer announcement made by Quanex (or a person acting in concert with Quanex) to implement the Transaction by a different offer or scheme on substantially the same or improved terms and which is (or is intended to be) recommended by the Tyman Directors; or
(f) unless otherwise agreed by Quanex and Tyman in writing or required by the Panel, if the Effective Date has not occurred by the Long Stop Date.

Teleios Confidentiality Agreement

Teleios Capital Partners LLC, Quanex and Tyman entered into the Teleios Confidentiality Agreement on 19 March 2024 pursuant to which each of Teleios Capital Partners LLC, Quanex and Tyman has undertaken to keep, and to procure that certain of their respective authorised representatives keep, confidential information relating to the other parties and/or to the Transaction confidential, to use such information solely in connection with discussions relating to the Transaction, and not to disclose such information to any third party (with certain exceptions). These confidentiality obligations will remain in force until 19 March 2025.

Clean Team and Joint Defence Agreement

Quanex, Tyman and certain of their respective external regulatory counsel entered into the Clean Team and Joint Defence Agreement on 27 March 2024, to ensure that the exchange and/or disclosure of certain materials relating to the parties only takes place between their respective external regulatory counsel and external experts, and does not diminish in any way the confidentiality of such materials and does not result in a waiver of privilege, right or immunity that might otherwise be available.

10. Irrevocable undertakings

Quanex has received irrevocable undertakings in respect of a total of 32,794,075 Tyman Shares representing approximately 16.7 per cent. of the issued share capital of Tyman as at the date of the Announcement.

10.1 Tyman Director irrevocable undertakings in respect of Tyman Shares

The following Tyman Directors have given irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting and, if Quanex exercises its right to implement the Transaction by way of a Takeover Offer (subject to the consent of the Panel and the terms of the Co-operation Agreement), to accept or procure acceptance of such Takeover Offer, in each case in respect of their own legal and/ or beneficial holdings (or those Tyman Shares over which they have control and are held by their close relatives and related trusts) of Tyman Shares, as well as any further Tyman Shares of which they may become the legal and/or beneficial holder (whether as a result of the vesting of awards under the Tyman Share Plans or otherwise):

Name	Number of Tyman Shares as at the date of the Announcement	Percentage of Tyman existing issued share capital as at the date of the Announcement
Jason Ashton	109,579	0.06%
Pamela Bingham	11,718	0.01%
Nicky Hartery	159,797	0.08%
David Randich	50,000	0.03%
Paul Withers	115,000	0.06%
Total	446,094	0.23%

10.2 These irrevocable undertakings remain binding in the event that a higher competing offer is made for Tyman and will only cease to be binding if:
- (a) Quanex publicly announces, with the consent of the Panel, that it does not intend to proceed with the Transaction, and no new, revised or replacement offer is announced by Quanex in accordance with Rule 2.7 of the Takeover Code at the same time;
- (b) this document or any Offer Document (if applicable) has not been posted to Tyman Shareholders within 28 days (or such longer period as Quanex and Tyman may agree, with the consent of the Panel if required) of the Announcement;
- (c) Quanex has elected (in accordance with and subject to the terms of the Co-operation Agreement and with the consent of the Panel) to proceed with the implementation of the Transaction by way of Takeover Offer in accordance with the terms of the undertaking and the requirements of paragraph 8 of Appendix 7 to the Takeover Code;
- (d) Tyman publicly announces that its board acting in its absolute fiduciary discretion has withdrawn its recommendation of the Transaction as a result of a reduction in the value of the consideration to be received by Tyman Shareholders (and provided that announcement expressly refers to such reduction in value as the reason for its withdrawn recommendation);
- (e) on the date upon which any competing third-party offer or scheme of arrangement becomes or is declared unconditional in all respects or otherwise becomes effective;
- (f) the Scheme becomes effective in accordance with its terms or an offer (made pursuant to the terms of the undertaking) is declared unconditional in accordance with the requirements of the Takeover Code; or
- (g) the Transaction lapses, is withdrawn or if no new, revised or replacement offer or scheme has then been announced by Quanex in accordance with Rule 2.7 of the Takeover Code at the same time.
10.3 Other than Nicky Hartery, no Tyman Director who holds Tyman Shares currently intends to elect for the Capped All-Share Alternative and will, therefore, receive the Main Offer in respect of their entire holdings of Tyman Shares.

10.4 Shareholder Undertakings – Teleios

(a) Teleios has given an irrevocable undertaking in respect of its beneficial holdings of Tyman Shares (or those Tyman Shares over which it has control), being 32,347,981 Tyman Shares representing 16.4 per cent. of the Tyman Shares in issue as at the date of the Announcement. Pursuant to this undertaking, Teleios has agreed to accept the Capped All-Share Alternative in respect of its entire holding of Tyman Shares.
(b) This irrevocable undertaking remains binding in the event that a higher competing offer is made for Tyman and will only cease to be binding if:
- (A) Quanex publicly announces, with the consent of the Panel, that it does not intend to proceed with the Transaction, and no new, revised or replacement offer is announced by Quanex in accordance with Rule 2.7 of the Takeover Code at the same time;
- (B) this document or any Offer Document (if applicable) has not been posted to Tyman Shareholders within 28 days (or such longer period as Quanex and Tyman may agree, with the consent of the Panel if required) of the Announcement;
- (C) Quanex has elected (in accordance with and subject to the terms of the Cooperation Agreement and with the consent of the Panel) to proceed with the implementation of the Transaction by way of Takeover Offer in accordance with the terms of the undertaking and the requirements of paragraph 8 of Appendix 7 to the Takeover Code;
- (D) Tyman publicly announces that its board has withdrawn its recommendation of the Transaction as a result of a reduction in the value of the consideration to be received by Tyman Shareholders (and provided that announcement expressly refers to such reduction in value as a reason for its withdrawn recommendation);
(E) on the date upon which any competing third-party offer or scheme of arrangement becomes or is declared unconditional in all respects or otherwise becomes effective;
(F) the Scheme becomes effective in accordance with its terms, or an offer (made pursuant to the terms of the undertaking) is declared unconditional in accordance with the requirements of the Takeover Code; or
(G) the Transaction lapses, is withdrawn or if no new, revised or replacement offer or scheme has then been announced by Quanex in accordance with Rule 2.7 of the Takeover Code at the same time.
10.5 Notwithstanding any other terms of the irrevocable undertaking, Teleios is expressly permitted to accept or exercise its voting rights in favour of a competing offer, provided that such offer:
- (a) is not subject to the satisfaction of any pre-conditions;
- (b) has been publicly recommended by the Tyman Board; and
- (c) represents a greater than 12.5 per cent. increase in value to the consideration to be received by Tyman Shareholders who elect for the Capped All-Share Alternative.

11. Offer-related fees and expenses

11.1 Quanex Group fees and expenses

The aggregate fees and expenses expected to be incurred by the Quanex Group in connection with the Transaction (excluding any applicable VAT) are expected to be:

Category	Amount(3) (excluding applicable VAT) (£m)
Financing arrangements(1)	10.68
Financial and corporate broking advice(1)	6.28
Legal advice(2)	4.01
Accounting advice(2)	2.59
Public relations advice	0.47
Other professional services	4.16
Other costs and expenses (e.g. printing and data room costs)(4)	0.63
TOTAL	28.83

⁽¹⁾ The total amount payable depends on the Transaction becoming Effective. The total does not include disbursements.

In addition, stamp duty of 0.5 per cent. on the purchase price of Tyman Shares acquired pursuant to the Transaction will be payable by Quanex.

⁽²⁾ The fees for these services are uncapped and the final level of fees will be calculated by reference to the time costs incurred. The amount included here reflects the time costs incurred up to the Latest Practicable Date and an estimate of the further time required, based on a mid-case set of assumptions. The total does not include disbursements.

⁽³⁾ Certain fees and expenses have been and will be incurred in US\$ and have been converted from US\$ to GBP at an exchange rate of 0.7855 GBP to 1 US\$ as at the Latest Practicable Date. The actual amount of the fees and expenses incurred on a sterling basis may vary depending on foreign exchange movements during the course of the offer period.

⁽⁴⁾ Includes document charge payable to the Panel.

11.2 Tyman fees and expenses

The aggregate fees and expenses expected to be incurred by Tyman in connection with the Transaction (excluding any applicable VAT) are expected to be approximately:

Category	Amount (excluding applicable VAT) (£m)
Financial and corporate broking advice	13.00
Legal advice	3.50
Accounting advice	0.25
Public relations advice	0.20
Other professional services	0.28
Other costs and expenses (e.g. printing and data room costs)	—
TOTAL	17.23

12. Financing arrangements relating to Quanex

The cash consideration payable by Quanex is expected to be funded entirely from existing bank facilities referred to below:

Interim Facilities Agreement

On 21 April 2024, Quanex and certain other parties including Wells Fargo Bank, National Association as Interim Facility Agent (the "Interim Facility Agent") and as Interim Security Agent (the "Interim Security Agent"), and the interim lender parties thereto (the "Interim Lenders"), entered into the Interim Facilities Agreement, pursuant to which the Interim Lenders agreed to provide Quanex with a US\$ 750 million term loan interim facility in order to, amongst other things, finance the cash consideration payable by Quanex in connection with the Transaction. Quanex has also entered into a foreign exchange forward currency contract to manage its exposure to GBP:US\$ exchange rate fluctuations for part of such consideration. Loans under the Interim Facilities Agreement will bear interest at a fluctuating rate per annum equal to a margin of 2.50 per cent. plus Term SOFR (as defined in the Interim Facilities Agreement) plus 0.10 per cent. per annum. Quanex granted security in favour of the Interim Security Agent under a general security agreement over its assets and a patent security agreement, a copyright security agreement and a trademark security agreement over certain of its intellectual property rights to secure the repayment and discharge of its obligations under the Interim Facilities Agreement. Quanex also agreed that if it borrows loans under the Interim Facilities Agreement it will procure that certain of its principal subsidiaries will guarantee, and enter into joinders to such security agreements to secure, the repayment and discharge of such obligations within 10 Business Days of borrowing such loans.

To the extent any borrowings are made under the Interim Facilities Agreement, such loans will, on or before the Final Repayment Date (as defined in the Interim Facilities Agreement), be repaid/ replaced in full by the loans to be made under definitive financing documentation in respect of longterm financing to be put in place by Quanex.

The availability of the borrowings under the Interim Facilities Agreement is subject to the satisfaction of certain customary documentary and evidential conditions for financings of this nature, in respect of which the Interim Facility Agent has delivered (on behalf of the Interim Lenders) a customary conditions precedent satisfaction letter.

The Interim Facilities Agreement contains customary representations and warranties, events of default and covenants for transactions of this type. Borrowings under the Interim Facilities Agreement will be subject to customary "certain funds" provisions consistent with the Takeover Code. Such provisions apply until the end of a customary "certain funds period" which includes, amongst other customary triggers, a long stop date of 18 March 2025, consistent with the requirements of the Takeover Code.

To the extent any borrowings are made under the Interim Facilities Agreement such loans will mature on the date falling 90 days after the date of first drawdown under the Interim Facilities Agreement. If not repaid by such date the Interim Facility Agent may serve a demand on Quanex requiring it to repay all unpaid amounts under the Interim Facilities Agreement and may exercise, or direct the Interim Security Agent to exercise, all of their rights, remedies, powers and discretions arising in connection with the Interim Facilities Agreement, including enforcing the security described above.

13. Ratings

13.1 No ratings agency has publicly accorded Tyman with any current credit rating or outlook.
13.2 No ratings agency has publicly accorded Quanex with any current credit rating or outlook.

14. Cash confirmation

14.1 In accordance with Rule 24.8 of the Takeover Code, UBS, as financial adviser to Quanex, is satisfied that sufficient cash resources are available to Quanex to enable it to satisfy, in full, the cash consideration payable to Tyman Shareholders under the terms of the Transaction.

15. Persons acting in concert

15.1 In addition to Quanex, the Quanex Directors (together with their close relatives and related trusts) and the members of the Quanex Group, the persons who, for the purposes of the Takeover Code, are acting in concert with Quanex in respect of the Transaction and who are required to be disclosed are:

Name	Type	Registered Office	Relationship with Quanex
UBS AG London Branch	Financial services	5 Broadgate, London, EC2M 2QS	Connected Adviser

15.2 In addition to the Tyman Directors (together with their close relatives and related trusts) and the members of the Tyman Group (including Tyman's holding companies and their subsidiaries), the persons who, for the purposes of the Takeover Code, are acting in concert with Tyman in respect of the Transaction and who are required to be disclosed are:

Name	Type	Registered Office	Relationship with Tyman
Greenhill & Co. International LLP	Limited liability partnership	Berkeley Square House, Berkeley Square, London, England, W1J 6BY	Lead Financial Adviser
Numis Securities Limited (trading as Deutsche Numis)	Private limited company	45 Gresham Street London EC2V 7BF	Financial Adviser and Corporate Broker

16. No significant change

16.1 Tyman

Save to the extent disclosed in this document, there has been no significant change in the financial or trading position of Tyman since 31 December 2023, being the date to which the 2023 Annual Report and Accounts were prepared.

16.2 Quanex

16.3 Save as described in this document, there has been no significant change in the financial or trading position of Quanex since 31 October 2023, being the date to which the last consolidated financial statements of the Quanex Group were prepared.
16.4 Save as described in this document, full acceptance of the Transaction will have no effect upon Quanex's earnings and assets and liabilities.

17. Consent

17.1 Greenhill has given and not withdrawn its written consent to the issue of this document with the inclusion of references to its name in the form and context in which they are included.
17.2 Deutsche Numis has given and not withdrawn its written consent to the issue of this document with the inclusion of references to its name in the form and context in which they are included.
17.3 UBS has given and not withdrawn its written consent to the issue of this document with the inclusion of references to its name in the form and context in which they are included.
17.4 KPMG has given and not withdrawn its written consent to the issue of this document with the inclusion of references to its name in the form and context in which they are included.

18. Documents published on a website

Copies of the following documents are available for view on Tyman's website at https://www.tymanplc.com/investor-relations and Quanex's website at https://www.roadto2b.com/ (subject to, in each case, any applicable restrictions relating to persons resident in Restricted Jurisdictions) up to and including the Effective Date or the date the Scheme lapses or is withdrawn, whichever is earlier:

(A) this document;
(B) the Announcement;
(C) the Forms of Proxy;
(D) the Form of Election;
(E) the Tyman Articles proposed to be amended by Special Resolution;
(F) the constitutional documents of Quanex;
(G) the irrevocable undertakings referred to in paragraph 10 above;
(H) the offer-related arrangements referred to in paragraph 9 above, being the Confidentiality Agreement, the Teleios Confidentiality Agreement, the Clean Team and Joint Defence Agreement and the Co-operation Agreement;
(I) material contracts referred to in paragraph 8 above of this document which have been entered into in connection with the Transaction;
(J) the Interim Facilities Agreement;
(K) the Proxy Statement;
(L) the Tyman financial information incorporated by reference as referred to in Part Five (Financial Information);
(M) the written consents provided by UBS, Greenhill, Deutsche Numis and KPMG referred to in paragraph 17 above;
(N) the Share Plan Letters; and
(O) the Board Observer Agreement.

Neither the contents of Tyman's or Quanex's website, nor those of any other website accessible from hyperlinks on Tyman's or Quanex's website, are incorporated into or form part of this document.

19. Sources of information and bases of calculation

19.1 The value attributed to the existing issued and to be issued share capital of Tyman is based upon 196,762,059 Tyman Shares in issue on the Latest Practicable Date and the 2,158,308 Tyman Shares which are the subject to awards/options granted under the Tyman Share Plans based on the proposals set out in the Co-operation Agreement and based on the expected Court Sanction Date of 24 July 2024.

19.2 Unless otherwise stated, the financial information on Tyman is extracted (without material adjustment) from Tyman's Annual Report and Accounts for the year ended 31 December 2023.
19.3 Based on the closing price of Quanex Shares and the foreign exchange rate of dollars to pounds on 10 June 2024 (being the Latest Practicable Date prior to the publication of this document), the Main Offer values each Tyman Share at 376 pence per share. This implies a Transaction value of £740 million on a fully diluted basis as at the Latest Practicable Date.
19.4 As at Announcement, and based on the then announced look-through implied offer value of 400.0 pence per Tyman Share, the Main Offer and the Capped All-Share Alternative represented a premium of approximately:
- 35.1 per cent. to the Closing Price of 296.0 pence per Tyman Share on the 19 April 2024 (being the latest practicable date as at Announcement);
- 39.6 per cent. to the Closing ex Dividend Price of 286.5 pence per Tyman Share on the 19 April 2024 (being the latest practicable date as at Announcement);
- 36.0 per cent. to the one-month volume weighted average price of 294.2 pence per Tyman Share during the one-month period ended on the 19 April 2024 (being the latest practicable date as at the Announcement); and
- 40.5 per cent. to the six-month volume weighted average price of 284.8 pence per Tyman Share during the six-month period ended on the 19 April 2024 (being the latest practicable date as at the Announcement).
19.5 Since Announcement, the Quanex Share price has fallen 12.8 cent per share and the foreign exchange rate of dollars to pounds has fallen 2.8 per. cent, resulting in a reduction in the implied value of the Main Offer of approximately 6.1 per. cent as at the Latest Practicable Date prior to the publication of this document as compared to the last practicable date as at Announcement. The market prices of the Tyman Shares are the closing middle market quotations as derived from information published by the London Stock Exchange.
19.6 The market prices of the Quanex Shares are the closing middle market quotations as derived from information published by the New York Stock Exchange.
19.7 The Closing Price of Tyman Shares on 19 April 2024 (the Latest Practicable Date as defined in the Announcement) was 296.0 pence per share.
19.8 The exchange rate of dollars to pounds on 19 April 2024 (the Latest Practicable Date as defined in the Announcement) was US\$1.2373:£1.
19.9 The closing price of Quanex shares on 10 June 2024, the Latest Practicable Date prior to the publication of this document, was US\$30.21.
19.10 The exchange rate of dollars to pounds on 10 June 2024, the Latest Practicable Date prior to the publication of this document, was US\$1.2731:£1.

PART NINE

SUMMARY OF THE CAPPED ALL-SHARE ALTERNATIVE

Under the Capped All-Share Alternative, eligible Scheme Shareholders may elect, in respect of all (but not part only) of their Tyman Shares, to receive, in lieu of the Main Offer to which they are otherwise entitled:

for each Scheme Share held at the Scheme Record Time: 0.14288 of a New Quanex Share

Tyman Shareholders in Restricted Jurisdictions are not eligible to elect for the Capped All-Share Alternative.

The Capped All-Share Alternative is not being offered, sold or delivered, directly or indirectly, in or into any Restricted Jurisdiction, and individual acceptances of the Capped All-Share Alternative will only be valid if all regulatory approvals required by a Scheme Shareholder to acquire the New Quanex Shares have been obtained. Scheme Shareholders who do not validly elect for the Capped All-Share Alternative will automatically receive the consideration pursuant to the terms of the Main Offer for their entire holding of Tyman Shares.

Capped All-Share Alternative Maximum

Certain further information relating to Quanex and the New Quanex Shares is contained in Part Eleven (Description of the New Quanex Shares and the Quanex Group) of this document.

Scheme Shareholders should ascertain whether acquiring or holding New Quanex Shares is affected by the laws of the relevant jurisdiction in which they reside and consider whether New Quanex Shares are a suitable investment in light of their own personal circumstances and are, therefore, strongly recommended to seek their own independent financial, tax and legal advice in light of their own particular circumstances and investment objectives before deciding whether to elect for the Capped All-Share Alternative. Any decision to elect for the Capped All-Share Alternative should be based on independent financial, tax and legal advice and full consideration of this document, including, but not limited to, the key investment considerations and certain disadvantages and advantages regarding electing for the Capped All-Share Alternative as highlighted in paragraph 13 of Part Two (Explanatory Statement), the information set out in Part Nine (Summary of the Capped All-Share Alternative) and Part Ten (How to make an election for the Capped All-Share Alternative) and Part Eleven (Description of the New Quanex Shares and the Quanex Group) of this document.

PART TEN

HOW TO MAKE AN ELECTION FOR THE CAPPED ALL-SHARE ALTERNATIVE

1. Making an election

Shares held in certificated form

You should note that if you hold Scheme Shares in certificated form (and are not a Restricted Shareholder) and you wish to make an election under the Capped All-Share Alternative, you must complete and sign the Form of Election in accordance with the instructions printed thereon and return it to Link Group at Central Square, 29 Wellington Street, Leeds, LS1 4DL, so as to be received by no later than the Election Return Time. A pre-paid envelope, for use in the UK only, has been provided. The instructions printed on, or deemed to be incorporated in, the Form of Election constitute part of the terms of the Scheme.

If you wish to receive the Main Offer for all the Scheme Shares that you hold at the Scheme Record Time and do not wish to make an election under the Capped All-Share Alternative, do not return the green Form of Election.

Overseas shareholders of Tyman Shares should inform themselves about and observe any applicable legal or regulatory requirements. If you are in any doubt about your position, you should consult your professional adviser in the relevant territory.

If you have more than one designation in Tyman's register of members in respect of Scheme Shares in respect of which you wish to elect for the Capped All-Share Alternative, you are required to complete a separate Form of Election for each designation of such Scheme Shares.

If you need further copies of the Form of Election, please call Link Group on +44 (0) 371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9 am – 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Shares held in uncertificated form (CREST)

You should note that if you hold Scheme Shares in uncertificated form and you wish to elect for the Capped All-Share Alternative and are not a Restricted Shareholder, you should not complete a Form of Election but instead take (or procure to be taken) the actions set out below to transfer the Scheme Shares in respect of which you wish to elect for the Capped All-Share Alternative to the relevant escrow account using a transfer to escrow instruction ("TTE Instruction") specifying Link Group (in its capacity as a CREST participant under the participant ID referred to below) as the escrow agent ("Escrow Agent"), as soon as possible and in any event so that the TTE Instruction settles no later than the Election Return Time.

IMPORTANT NOTICE TO SCHEME SHAREHOLDERS WITH TYMAN SHARES IN UNCERTIFICATED FORM (SHARES HELD IN CREST)

If you are a CREST personal member or other CREST-sponsored member, you should refer to your CREST sponsor before taking any action. Your CREST sponsor will be able to confirm details of your participation ID and the member account ID under which your Scheme Shares are held. In addition, only your CREST sponsor will be able to send the TTE Instruction to Euroclear in relation to your Scheme Shares. You should send (or, if you are a CREST personal member or other CREST sponsored member, procure that your CREST sponsor sends) a TTE Instruction to Euroclear which must be properly authenticated in accordance with Euroclear's specifications and which must contain, in addition to the other information that is required for a TTE Instruction to settle in CREST, the following details:

(a) the number of Scheme Shares to be transferred to escrow;
(b) your member account ID;
(c) your participant ID;
(d) the participant ID of the Escrow Agent, which is RA10;
(e) the member account ID of the Escrow Agent, which is 22444TYM;
(f) the ISIN number of the Scheme Shares. This is GB00B29H4253;
(g) the intended settlement date. This should be as soon as possible and in any event by no later than the Election Return Time;
(h) the corporate action number for the transaction. This is allocated by Euroclear and can be found by viewing the relevant corporate action details on screen in CREST;
(i) CREST standard delivery instructions priority of 80; and
(j) a contact name and telephone number (in the shared note field of the TTE Instruction).

After settlement of the TTE Instruction, save as set out below, you will not be able to access the Scheme Shares in CREST for any transaction or for charging purposes. If the Scheme becomes effective, the Escrow Agent will immediately transfer the Scheme Shares to Quanex or its nominees. You are recommended to refer to the CREST Manual published by Euroclear for further information on the CREST procedure outlined above.

You should note that Euroclear does not make available special procedures in CREST for any particular corporate action. Normal system timings and limitations will therefore apply in connection with a TTE Instruction and its settlement. You should therefore ensure that all necessary action is taken by you (or by your CREST sponsor) to enable a TTE Instruction relating to your Scheme Shares to settle prior to the Election Return Time. In this regard, you are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

Please note that, if: (i) you elect for the Capped All-Share Alternative in respect of Scheme Shares which are held in CREST; and (ii) you fail to give the TTE Instructions to settle prior to the Election Return Time in accordance with the instructions set out above, your election for the Capped All-Share Alternative will to that extent be invalid, and you will receive the Main Offer as if you had not elected for the Capped All-Share Alternative.

An election for the Capped All-Share Alternative is revocable until the Election Return Time. If you have submitted a TTE Instruction, you may withdraw your TTE Instruction through CREST by sending (or, if you are a CREST-sponsored member, procuring that your CREST sponsor sends) an escrow adjustment instruction to settle in CREST by no later than the Election Return Time. Each escrow adjustment instruction must, in order for it to be valid and to settle, include the following details:

(a) the number of Scheme Shares to be withdrawn;
(b) your member account ID;
(c) your participant ID;
(d) the ISIN number of the Scheme Shares. This is GB00B29H4253;
(e) the participant ID of the Escrow Agent, which is RA10;
(f) the member account ID of the Escrow Agent, which is 22444TYM;
(g) the CREST transaction ID of the TTE Instruction to be withdrawn;
(h) the intended settlement date for the withdrawal;
(i) the corporate action number for the transaction: this is allocated by Euroclear and can be found by viewing the relevant corporate action details onscreen in CREST; and
(j) a CREST standard delivery instruction priority of 80.

Any such withdrawal will be conditional upon Link Group verifying that the withdrawal request is validly made. Accordingly, Link Group will, on behalf of Tyman and Quanex, reject or accept the withdrawal by transmitting in CREST a receiving agent reject or receiving agent accept message.

Alternatively, you may revoke an election for the Capped All-Share Alternative by notice in writing in accordance with this document.

Nominee Shareholder elections for the Capped All-Share Alternative

Nominee and similar holders of Scheme Shares are responsible for ensuring that elections made by them for the Capped All-Share Alternative are consistent with the instructions they have received from the relevant underlying indirect owner and are validly completed. None of Tyman, Quanex or Link Group shall have any obligation to verify that: (a) an election made by a nominee or similar Scheme Shareholder for the Capped All-Share Alternative is consistent with the instructions given by the underlying indirect owner or is validly completed by the nominee or similar holder; (b) that the underlying indirect owner is not located in any Restricted Jurisdiction; or (c) have any liability to nominee or similar holders of Scheme Shares or any underlying indirect owner in the event that an election by any such nominee or similar holder for the Capped All-Share Alternative is rejected or treated as invalid, or is not made in accordance with the instructions received from the relevant underlying indirect owner.

For CREST nominees that operate pooled accounts, partial elections for the Capped All-Share Alternative will be permitted. However, any indirect Scheme Shareholder held through a nominee or similar arrangement, either in uncertificated form through CREST or in certificated form, who wishes to elect for the Capped All-Share Alternative may need first to arrange with such nominee for the transfer of such Scheme Shares into, and then make an election for such Capped All-Share Alternative in, its own name.

If you have any questions relating to this procedure, please contact Link Group on +44 (0) 371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9 am – 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

2. General

Persons who have made valid elections under the Capped All-Share Alternative will not be entitled to transfer the relevant Scheme Shares after the Scheme Record Time.

No election under the Capped All-Share Alternative will be valid unless, in the case of certificated shares, a Form of Election is completed in all respects and submitted, or, in the case of uncertificated shares, an appropriate TTE Instruction is settled, in each case, by the Election Return Time.

If any Form of Election, in the case of certificated shares, or TTE Instruction, in the case of uncertificated shares, to make an election under the Capped All-Share Alternative is either received after the Election Return Time or is received before such time and date but is not valid or complete in all respects at such time and date, such election shall, for all purposes, be void, and the Scheme Shareholder purporting to make such election shall not, for any purpose, be entitled to receive any variation of consideration under the Capped All-Share Alternative, and the relevant Scheme Shareholder will, upon the Scheme becoming effective, only be entitled to receive the cash consideration due under the Scheme in respect thereof.

Without prejudice to any other provision of this Part Ten (How to make an election for the Capped All-Share Alternative) or the Form of Election or otherwise, Quanex and Tyman reserve the right in their absolute discretion to treat as valid in whole or in part any election for the Capped All-Share Alternative which is not entirely in order.

No acknowledgements of receipt of any Form of Election or other documents will be given. All communications, notices, other documents and remittances to be delivered by or to or sent to or from holders of Scheme Shares (or their designated agent(s)) or as otherwise directed will be delivered by or to or sent to or from such holders of Scheme Shares (or their designated agents(s)) at their risk. Quanex and Tyman and/or their respective agents reserve the right to notify any matter to all or any Tyman Shareholders: (i) with registered addresses outside the UK; or (ii) whom Quanex, Tyman and/or their respective agents know to be nominees, trustees or custodians for such Scheme Shareholders by announcement in the UK or paid advertisement in any daily newspaper published and circulated in the UK or any part thereof, in which case such notice shall be deemed to have been sufficiently given notwithstanding any failure by any such Tyman Shareholders to receive or see such notice. All references in this document to notice in writing, or the provision of information in writing, by or on behalf of Quanex, Tyman and/or their respective agents shall be construed accordingly. No such document shall be sent to an address outside the United Kingdom where it would or might infringe the laws of that jurisdiction or would or might require Quanex or Tyman to obtain any governmental or other consent or to effect any registration, filing or other formality with which, in the opinion of Quanex and Tyman, it would be unable to comply or which it regards as unduly onerous.

Each Scheme Shareholder by whom, or on whose behalf, either a Form of Election is executed and lodged with Link Group, or a TTE Instruction is submitted, irrevocably undertakes, represents, warrants and agrees to and with each of Quanex, Quanex and Tyman (as applicable) (so as to bind him/her/it and his/her/its heirs, successors and assigns) to the effect that the execution of the Form of Election, or submission of a TTE Instruction to Euroclear (as applicable) will, conditionally on (and with effect from) the Scheme becoming Effective, constitute:

(a) an irrevocable authority pursuant to which Quanex shall be entitled to direct the exercise of any votes and any or all other rights and privileges (including the right to requisition the convening of a general meeting of Tyman or any class of its shareholders) attaching to the Scheme Shares to which such Form of Election or TTE Instruction (as applicable) relates;
(b) an authority to Tyman from such Scheme Shareholder to send any notice, warrant, document or other communication issued after the Effective Date which may be required to be sent to him/her/it as a member of Tyman (including any share certificate(s) or other document(s) of title issued as a result of the conversion of such Scheme Shares into certificated form) to Quanex c/o Link Group at Central Square, 29 Wellington Street, Leeds, LS1 4DL;
(c) an authority to Tyman or any director of Tyman to appoint any person to sign any instrument(s) of transfer or to Quanex or any director of Quanex to sign any consent to short notice on his/her/its behalf in respect of such Scheme Shares, and to attend any such meeting or execute a form of proxy (and, where appropriate, any appointment pursuant to section 323 of the Companies Act) in respect of such Scheme Shares appointing any person nominated by Quanex to attend general meetings and separate class meetings of Tyman or its members (or any of them) (and any adjournment thereof);
(d) a further authority to Quanex or any director of Quanex to exercise or refrain from exercising the votes attaching to such Scheme Shares on his/her/its behalf;
(e) the agreement of such Scheme Shareholder not to exercise any such rights without the consent of Quanex and the irrevocable undertaking of such Scheme Shareholder not to

appoint a proxy or corporate representative to attend, and not himself/herself/itself to attend, any such general meeting or separate class meeting;

(f) the appointment of Tyman and/or Quanex and/or any one or more of their respective directors as its agent and/or attorney to execute (in such form as Quanex may require) any document deemed by Quanex (in its absolute discretion) to be necessary or desirable in connection with the Capped All-Share Alternative; and
(g) a representation and warranty to each of Quanex that he/she/it is not prohibited by law from electing to receive the Capped All-Share Alternative.

All powers of attorney, appointments as agent and authorities on the terms conferred by or referred to in this document or in the Form of Election are given by way of security for the performance of the obligations of the Scheme Shareholder concerned and are irrevocable (in accordance with section 4 of the Powers of Attorney Act 1971), except as required by law or as determined by the Takeover Panel in accordance with the Takeover Code.

The Form of Election and TTE Instructions and all elections thereunder or pursuant thereto and all contracts made pursuant thereto and actions taken or made or deemed to be taken or made under any of the terms of this Part Ten (How to make an election for the Capped All-Share Alternative) of this document and the relationship between a Scheme Shareholder, Quanex, and/or Link Group shall be governed by and construed in accordance with English law.

The execution by or on behalf of a Scheme Shareholder of a Form of Election or the submission by or on behalf of a Scheme Shareholder of a TTE Instruction (as applicable) will constitute his/her/its agreement that the courts of England and Wales are (subject to the paragraph below), to have exclusive jurisdiction to settle any dispute which may arise in relation to all matters arising out of or in connection with the creation, validity, effect, interpretation or performance of the legal relationships established by the election for the Capped All-Share Alternative, or otherwise arising in connection with the Scheme and such election (but, for the avoidance of doubt, not in respect of the New Quanex Shares themselves), and for such purposes that he/she/it irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.

The execution of a Form of Election, or TTE Instruction (as applicable) by or on behalf of a Scheme Shareholder, will constitute his/her/its agreement that the provision set out above is included for the benefit of Quanex, Tyman, Link Group and their respective agents and accordingly, notwithstanding the exclusive agreement in the paragraph above in this Part Ten (How to make an election for the Capped All-Share Alternative) of this document, each of Quanex, Link Group and their respective agents shall retain the right to, and may in their absolute discretion, bring any action, suit or proceedings arising out of or in connection with the Scheme and Form of Election or TTE Instruction in the courts of any other country which may have jurisdiction, and that the electing Scheme Shareholder irrevocably submits to the jurisdiction of the courts of any such country.

If the Scheme does not become effective in accordance with its terms, any election made shall cease to be valid.

Neither Quanex, Link Group nor any of their respective advisers or any person acting on behalf of either of them shall have any liability to any person for any loss or alleged loss arising from any decision as to the treatment of elections under the Scheme on any of the bases set out in this Part Ten (How to make an election for the Capped All-Share Alternative) of this document or otherwise in connection therewith.

Any Scheme Shareholder who has validly elected for the Capped All-Share Alternative may, by written notice to Link Group, cancel their election for the Capped All-Share Alternative, provided that such notice is received by Link Group by no later than the Election Return Time.

If you hold your Scheme Shares in uncertificated form and the Scheme does not become Effective in accordance with its terms, the Escrow Agent will transfer back to you all of your Scheme Shares that were transferred to an escrow balance.

PART ELEVEN

DESCRIPTION OF THE NEW QUANEX SHARES AND THE QUANEX GROUP

Set out below is a summary of the proposed Quanex share capital structure and the Quanex bylaws governing the terms on which Scheme Shareholders will hold securities in Quanex.

1. Information on Quanex and its subsidiaries

Quanex is the issuer of the Quanex Shares. Quanex is a global manufacturer with core capabilities and broad applications across various end markets.

Quanex is organised and existing under the laws of the State of Delaware, United States, and in accordance with the Delaware General Corporation Law ("DGCL"). Under the Quanex Certificate of Incorporation, the purpose of Quanex is to engage in any lawful act or activity for which corporations may be organized and incorporated under the DGCL.

Quanex is headquartered in 945 Bunker Hill Road, Suite 900, Houston, Texas 77024, United States and has I.R.S Employer Identification number, 26-1561397.

Quanex's legal entity identifier is 1423221.

George L. Wilson is the chief executive officer of Quanex.

2. Major shareholders of Quanex

As at the Latest Practicable Date, in so far as is known to Quanex, the following persons are interested in 5 per cent. or more of Quanex's voting rights:

Names	Number of Quanex Shares	Percentage of Quanex Shares	Percentage of Quanex Shares immediately following the Effective Date(1)
BlackRock, Inc.	5,291,3355	15.98%	10.89%
The Vanguard Group	3,710,3366	11.21%	7.63%
Allspring Global Investments Holdings, LLC	3,213,4537	9.70%	6.61%
Dimensional Fund Advisors, L.P.	2,549,7698	7.70%	5.25%

(1) Assuming Scheme Shareholders elect for and Quanex accepts the maximum amount of the Capped All-Share Alternative.

Except as described above, as at the date of this document, Quanex and the Quanex Directors are not aware of any other person who, directly or indirectly, jointly or severally, exercises or could exercise control over Quanex.

3. Statutory auditors

Quanex's auditors are Grant Thornton LLP. Grant Thornton LLP is registered with the Public Corporation Accounting Oversight Board (United States).

⁵ Based solely on a Form 8.3 filing made by BlackRock, Inc. on 10 June 2024 https://www.londonstockexchange.com/newsarticle/market-news/form-8-3-quanex-building-products-corporation/16512110 ⁶ Based solely on a Form 8.3 filing made by The Vanguard Group on 10 June 2024 https://www.londonstockexchange.com/news-

article/market-news/form-8-3-the-vanguard-group-inc-quanex-building-products-corporation/16511982 ⁷ Based solely on a Form 8.3 filing made by Allspring Global Investments Holdings, LLC on 06 June 2024 https://

www.londonstockexchange.com/news-article/market-news/form-8-3-quanex-building-products-corporation/16507640 ⁸ Based solely on a Form 8.3 filing made by Dimensional Fund Advisors, L.P. on 31 May 2024 https://

www.londonstockexchange.com/news-article/market-news/dimensional-fund-advisors-ltd-form-8-3-quanex-building-productsordinary-shares/16497613

4. New Quanex Shares

Quanex could be required to issue up to 15,487,381 New Quanex Shares pursuant to the Transaction.

The securities which Quanex intends to issue under the Transaction are common stock with a par value of US\$ 0.01 per share whose ISIN is US7476191041. A supplemental listing application will be made for the listing of New Quanex Shares on the NYSE. Immediately following admission of the New Quanex Shares to listing and trading on the NYSE, Quanex will have one class of share in issue, being the Quanex Shares. The Quanex Shares are denominated in U.S. dollars. On the NYSE, Quanex trades under ticker symbol "NX".

Quanex has 33,112,593 shares of common stock outstanding as of the Latest Practicable Date, which does not include:

any Quanex Shares that may be issued to Scheme Shareholders pursuant to the Transaction; and
4,014,431 shares of common stock held in treasury.

The Quanex Board has the authority to issue, without any further vote or action by the Quanex Shareholders, up to 1,000,000 shares of preferred stock, no par value, in one or more series, which may give other stockholders dividend, conversion, voting, and liquidation rights, among other rights, which may be superior to the rights of holders of our common stock. As at the Latest Practicable Date, there was no preferred stock outstanding.

5. Risk Factors

The attention of Tyman Shareholders is drawn to the principal risks and uncertainties of Quanex set out in Quanex's filings with the SEC, including the risk factors set out in the Proxy Statement and Item 1A of Part I of Quanex's annual report on Form 10-K for its fiscal year ended 31 October 2023 and any subsequent reports on Forms 10-K, 10-Q and 8-K.

6. Rights attaching to the New Quanex Shares

Voting Rights

Each Quanex stockholder shall be entitled to one vote for each Quanex Share held. Each Quanex stockholder entitled to vote at a meeting of shareholders, or to express consent or dissent to corporate action in writing without a meeting, may authorize another person to act as its proxy.

Each nominee for a director shall be elected director by the affirmative vote of the majority of the votes cast at a meeting of shareholders with respect to such nominee at any meeting for the election of directors at which a quorum is present; provided, however, that directors shall be elected by a plurality of the votes cast at any meeting of shareholders for the election of directors in which the number of candidates for election as directors exceeds the number of directors to be elected, the determination of which shall be made by Quanex's secretary on the following grounds: (1) Quanex's secretary receives one or more notices that a shareholder has nominated a person for election to the Quanex Board in compliance with the advance notice requirements set out in the Quanex bylaws; and (2) such nomination(s) has not been withdrawn by such shareholder on or before the tenth (10th) day before Quanex first mails its notice of such meeting to the shareholders. For the purposes of this relevant section of the Quanex bylaws, election by "the affirmative vote of the majority of the votes cast" means the votes cast "for" a nominee's election must exceed the votes cast "against" that nominee's election.

Acquisition and Transfer Restrictions

Any transfer of Quanex Shares that would be in breach of applicable securities law is restricted.

Dividends

The holders of the Quanex Shares shall be entitled to receive, when, as and if declared by the Quanex Board, dividends and other distributions out of the assets of Quanex which are by law available for such purposes. Dividends shall be payable either in cash, in property or in shares of capital stock.

Rights in respect to Capital

In the event of any liquidation, dissolution or winding up of Quanex, the holders of the Quanex Shares shall be entitled to receive, pro rata, all of the remaining assets of Quanex available for distribution to its shareholders.

Pre-emptive, Conversion and Redemption Rights

No pre-emptive rights attach to the Quanex Shares, nor are they convertible or redeemable.

Dividend Policy

The payment of any dividends in the future, and the timing and amount thereof, is within the discretion of the Quanex Board. The Quanex Board's decisions regarding the payment of dividends will depend on many factors, such as Quanex's financial condition, earnings, capital requirements, debt service obligations, restrictive covenants in its debt, industry practice, legal requirements, regulatory constraints and other factors that the Quanex Board deems relevant. Quanex's ability to pay dividends will depend on its ongoing ability to generate cash from operations and on its access to the capital markets. Quanex cannot guarantee that it will pay a dividend in the future or continue to pay any dividends if and when it commences paying dividends.

Tyman Shareholders will not be entitled to receive dividends declared prior to the completion of the Transaction which have a record date prior to the completion of the Transaction in respect of the New Quanex Shares issued in connection with the Transaction.

Board Observer Right

7. Comparison of Shareholders' Rights

The rights of Tyman Shareholders are governed by English law, the Listing Rules and the Tyman Articles. The rights of Quanex Stockholders are governed by Delaware law, the NYSE rules and Quanex's certificate of incorporation and by-laws. The following is a comparison of and summary of the material differences between the rights of the Tyman Shareholders and those of the Quanex Shareholders arising from differences between English and Delaware law, between the Listing Rules and the NYSE rules, and between the Tyman Articles and Quanex's certificate of incorporation and by-laws.

This is a summary only and therefore does not contain all the information that may be important to you. For more complete information, you should read the NYSE rules, Quanex's certificate of incorporation and by-laws, the Listing Rules and the Tyman Articles.

Quanex Shares	Tyman Shares
Rights of Purchase and Redemption
Under the Delaware General Corporation Law ("DGCL"), a corporation may purchase, redeem, receive, take or otherwise acquire, own and hold, sell, lend, exchange, transfer, otherwise dispose of, pledge, use and otherwise deal in and with its own shares except when the capital of the corporation is impaired, or such purchase or redemption would cause any impairment to the	The FCA requires that where a company has issued shares that are admitted to the Official List and are convertible into a class of shares to be repurchased, the holders of the convertible shares must first pass a "special resolution" (see "Resolutions of Shareholders" below) approving any repurchase at a separate class meeting.
capital of the corporation. Under the DGCL, a corporation, other than a nonstock corporation, may, however, purchase or redeem out of capital, shares that are entitled upon any distribution of its assets, whether by dividend or in liquidation, to a preference over another class or series of its stock, or, if no shares entitled to such a preference are outstanding, any of its own shares, if such shares are to be retired and the capital reduced. However, a corporation may not purchase redeemable shares for a price greater than that at which they would be redeemed.	The Tyman Articles provide that Tyman can issue shares which can be redeemed, including shares which can be redeemed if the holders want to do so, as well as shares which Tyman can insist on redeeming. The directors can decide on the terms and conditions and the manner of redemption of any redeemable share. The FCA requires that purchases of 15 per of a company's cent. or more of any class share capital must be by way of a tender offer to all shareholders of that class.
Amendment to Governing Provisions
Under the DGCL, stockholders of a corporation entitled to vote have the right to amend, repeal or adopt the bylaws. If a corporation's certificate of incorporation so provides, the corporation's board of directors may also have the right to amend, repeal or adopt the bylaws.	Under English law, Tyman Shareholders may, by "special resolution", alter, delete, substitute, amend or add to its articles of association. The Tyman Board is not authorised to change the Tyman Articles.
Under the DGCL, subject to limited exceptions, an amendment to the certificate of incorporation must be approved by: (1) the board of directors; and (2) the holders of a majority of a Delaware corporation's outstanding stock entitled to vote thereon, unless the certificate of incorporation provides for a greater number.
Quanex's Certificate of Incorporation and Bylaws authorize: (1) the board of directors to adopt, alter, amend or repeal bylaws by vote of a majority of the directors present and voting at a meeting where a quorum is present; and (2) the stockholders to adopt, alter, amend or repeal bylaws by an affirmative vote of the holders of not less than two thirds (66 2/3rds per cent.) of the voting power of all of the then outstanding shares of capital stock then entitled to vote generally in the election of directors.

Amendment to Governing Provisions
Quanex's Certificate of Incorporation reserves the right to amend, alter, change or repeal any provision contained in the Certificate of Incorporation, in the manner now or thereafter Quanex's prescribed by the DGCL. Additionally, Certificate of Incorporation specifies a higher stockholder voting threshold of not less than two thirds (66 2/3rds per cent.) of the outstanding shares of stock of Quanex entitled to vote in elections, to approve an amendment to the provisions of certain Articles of the Certificate of Incorporation (including provisions with respect to filling board vacancies, transactions with 5 per cent. stockholders, written consent and heightened voting thresholds for amendments to Quanex's Certificate of Incorporation or Bylaws). Any other amendment to Quanex's Certificate of Incorporation requires approval by an affirmative vote of the holders of a majority of the stock of Quanex entitled to vote thereon.
Right to Dividends
Under the DGCL, the directors of every corporation may, subject to any restrictions contained in its certificate of incorporation, pay dividends out of surplus or, if there is no surplus, out of net profits for the current and/or the preceding fiscal year, unless the capital of the corporation is less than the capital represented by issued and outstanding stock having preferences on asset distributions. Moreover, under the DGCL, if the capital of the corporation has been diminished by depreciation in the value of its property, or by losses, or otherwise, to an amount less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets, the directors shall not declare and pay out of such net profits any dividends upon any shares of any classes of its capital stock until the deficiency in the amount of capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets shall have been repaired. Quanex's Certificate of Incorporation does not incorporate additional restrictions with regard to dividends beyond those provided by the DGCL.	English law requires dividends to be paid only out of the profits of a company available for distribution and additionally restricts a public company such as Tyman from making a distribution if that would reduce the amount of net assets of that company below the aggregate amount of its called up share capital and certain undistributable reserves. Under the Tyman Articles, Tyman may, upon recommendation by the Tyman Board, declare a dividend to be paid by ordinary resolution at a general meeting of the Tyman Shareholders. The Tyman Board may also, from time to time, pay the Tyman Shareholders interim dividends on shares of any class of any amounts and on any dates and for any periods which they decide, if justified by the financial position of Tyman. In addition, under the Tyman Articles, the Tyman Board may pay a fixed or other dividend on any class of shares on the dates prescribed for the payment of those dividends, if justified by the financial position of Tyman.

Appraisal Rights

Under the DGCL, a stockholder of a corporation that is a constituent in a merger, consolidation, conversion, domestication, transfer, or continuance may, under certain circumstances, be entitled to appraisal rights pursuant to which the	appraisal rights.
stockholder may receive cash in the amount of the fair market value of their shares as determined by the Delaware Court of Chancery.
Under the DGCL, appraisal rights, however, will not be available for shares of any class or series of stock, which at the record date fixed to determine the stockholders entitled to receive notice of the stockholder meeting to act upon the agreement of merger or consolidation (or as of immediately prior to the execution of the agreement of merger), were either: (1) listed on a national securities exchange; or (2) held of record by more than 2,000 holders.
Furthermore, appraisal rights are not available for any shares of the surviving corporation if the merger does not require the vote of the stockholders of the surviving corporation.

Notwithstanding the foregoing, under the DGCL, appraisal rights are available to stockholders if the holders are required by the terms of an agreement of merger or consolidation to accept for such stock anything except: (1) shares of the stock of the corporation surviving or resulting from the merger; (2) shares of stock of any other corporation which will be either listed on a national securities exchange or held of record by more than 2,000 holders; (3) cash in lieu of fractional shares; or (4) any combination of (1) – (3).

Additionally, under the DGCL, appraisal rights are also available in certain other circumstances, including in: (1) parent-subsidiary corporation mergers where all of the stock of a subsidiary Delaware corporation party to a merger is not owned by the parent immediately prior to the merger; and (2) where the certificate of incorporation provides appraisal rights.

Quanex's Certificate of Incorporation does not incorporate additional appraisal rights to stockholders beyond those provided by the DGCL.

English law does not generally provide for appraisal rights.

However, in the event of a compulsory acquisition or "squeeze-out" under the Companies Act where: (1) a takeover offer is made for the shares of a company incorporated in the United Kingdom; and (2) the offeror has acquired or unconditionally contracted to acquire at least 90 per cent. in value of the shares of any class to which the offer relates representing at least 90 per cent. of the voting rights carried by those shares, the offeror may, within three months beginning on the day after the last day on which the offer could be accepted, require shareholders who did not accept the offer to transfer their shares to the offeror on the terms of the offer. A dissenting shareholder may object to the transfer or its proposed terms by applying to the court within six weeks of the date on which notice of the required transfer was given by the offeror.

The English courts may, on receiving such an application, order: (1) that the offeror is not entitled and bound to acquire the shares to which the notice relates; or (2) that the terms on which the offeror is entitled and bound to acquire the shares shall be such as the court thinks fit.

A minority shareholder is entitled, in circumstances similar to the "squeeze-out" described above, to require the offeror to acquire his or her shares on the terms of the takeover offer.

Pre-emptive Rights
Under the DGCL, stockholders do not have any pre-emptive rights to subscribe to additional issues of stock of the corporation or any securities convertible into such stock unless such right is expressly granted to stockholders in the certificate of incorporation of the corporation.	English law provides for statutory pre-emption rights that apply on an allotment of equity securities for cash. Such rights can be disapplied by a special resolution passed by shareholders at a shareholders' meeting.
Quanex's Certificate of Incorporation does not provide for pre-emptive, subscription, or conversion rights.
Convening of and Attendance at Shareholders' Meetings
Under the DGCL, stockholder meetings may be held at such place, either within or outside the state of Delaware, as may be designated by or in the manner provided in the certificate of incorporation or bylaws or as determined by the board of directors. Moreover, if the board of directors is authorized to determine the place of a stockholder meeting, the board of directors may hold a stockholder meeting by means of remote communication. Additionally, special stockholder meetings may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws. Under the DGCL, stockholders do not have a statutory right to call a special stockholder meeting, but the certificate of incorporation or bylaws for the corporation may provide for such right. Quanex's Bylaws provide that annual stockholder meetings will be held on such date and at such time as is fixed by the board of directors and stated in the notice of meeting. Moreover, Quanex's Bylaws provide that a special stockholder meeting may be called only by: (1) the chairman of the board; (2) the president; (3) the secretary at the written request of a majority of the directors or; (4) the stockholders or a group of stockholders that beneficially own 25 per cent. or more of the	shareholders' meeting Under English law, a may be called by the Tyman Board whenever they think fit, subject to the relevant notice requirements. Tyman is required to hold an annual general meeting every year within six months from Tyman's the date following accounting reference date (i.e. 31 December). Shareholders holding at least 5 per cent. of the paid-up capital of Tyman carrying voting rights (excluding any paid-up capital held as treasury shares) may require the Tyman Board to call a shareholders' meeting. The notice requirement for public traded companies such as Tyman (unless the conditions in the paragraph below are satisfied) is at least 21 clear days' notice prior to an annual general meeting and any other shareholders' meeting. For shareholders' meetings (other than annual general meetings) the requirement is reduced to at least 14 clear days' notice if, among other conditions, a special resolution of shareholders is passed at the immediately preceding annual general meeting or at a shareholders' meeting held since that annual general meeting reducing the period of notice to not less than 14 clear days' notice.
outstanding stock of Quanex by providing a written request to the secretary.	In addition to physical meetings, the Tyman Articles allow for general meetings to be held "hybrid meeting", by means of a which includes both physical attendance by members and proxies at a particular place and by members and proxies also being able to attend and participate by electronic means without needing to be in physical attendance at that place.

Resolutions of Shareholders

Under the DGCL, unless otherwise provided in the certificate of incorporation, each stockholder is entitled to 1 vote for each share of capital stock held by such stockholder. The DGCL also allows a corporation to provide, in its certificate of incorporation, that stockholders are allowed to cumulate votes at elections of directors.

Under the DGCL, the certificate of incorporation or bylaws of a corporation may specify the number of shares and/or the amount of other securities having voting power the holders of which shall be present or represented by proxy at any meeting in order to constitute a quorum for, and the votes that shall be necessary for, the transaction of any business, but in no event shall a quorum consist of less than one-third of the shares entitled to vote at the meeting, except that, where a separate vote by a class or series or classes or series is required, a quorum shall consist of no less than one-third of the shares of such class or series or classes or series.

Under the DGCL, in the absence of such specification in the certificate of incorporation or bylaws of the corporation: (1) a majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at a stockholder meeting; (2) in all matters other than the election of directors, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders; (3) directors shall be elected by a plurality of the votes of the shares entitled to vote on the election of directors; and (4) where a separate vote by a class or series or classes or series is required, a majority of the outstanding shares of such class or series or classes or series, shall constitute a quorum entitled to take action with respect to that vote on that matter and, in all matters other than the election of directors, the affirmative vote of the majority of shares of such class or series or classes or series shall be the act of such class or series or classes or series.

Under the DGCL, unless otherwise provided in the certificate of incorporation, stockholders may act without a meeting, without prior notice and without a vote, with the written consent of the stockholders having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. If less than unanimous written consent is given, the corporation must give prompt notice of the action taken to the nonconsenting stockholders.

"Special resolutions" generally involve proposals for major changes to a company, such as to alter its capital structure, change or amend the rights of shareholders, permit the company to issue new shares for cash without applying the shareholders' preemptive rights, amend its articles of association, etc. Under English law, a special resolution means a resolution passed by a majority of not less than 75 per cent. of the shareholders or holders of 75 per cent. of the shares (depending on whether the vote is by a show of hands or by a poll) present in person or by proxy and entitled to vote at the meeting. For a resolution to be regarded as a special resolution, the notice of the meeting must specify the intention to propose the resolution as a special resolution.

Proposals relating to the ordinary course of the company's business, such as the election of directors or payment of dividends, would generally be the subject of an "ordinary resolution." Under English law, an ordinary resolution means a resolution that is passed by a simple majority of shareholders or holders of a simple majority of the shares (depending on whether the vote is by a show of hands or by a poll) present in person or by proxy and entitled to vote at the meeting.

The Tyman Articles allow for Tyman to issue new shares of any class by ordinary resolution, subject to restrictions in English law (e.g. the disapplication of pre-emption rights as discussed above).

Resolutions of Shareholders
Quanex's Certificate of Incorporation is silent regarding the number of votes per share per stockholder and accordingly under the DGCL, stockholders are entitled to 1 vote for each share of capital stock held by such stockholder. Under the DGCL, stockholders are not entitled to the right to cumulate votes unless otherwise provided in the certificate of formation. Quanex's Certificate of Incorporation does not provide for cumulative voting in elections of directors.
Quanex's Bylaws provide that the holders of a majority of the outstanding shares of stock of Quanex having voting power with respect to a subject matter will constitute a quorum at meetings for the transaction of business with respect to such subject matter. However, if the subject matter is one as to which a higher vote is required (as contemplated by the certificate of incorporation or the laws of the State of Delaware), then the holders of that number of shares equal to at least that higher number of outstanding shares of stock of Quanex having voting power with respect to such subject matter present or represented by proxy will constitute a quorum at stockholder meetings solely for the transaction of business with respect to such subject matter.
Quanex's Certificate of Incorporation provides that stockholders may act by written consent in lieu of a meeting, provided that such written consent is unanimously approved by all stockholders of Quanex, with limited exceptions for actions by preferred stockholders. This provision eliminates the right of stockholders to act by written consent as a practical matter.

Exclusive and Non-Transferable Powers of Shareholders' Meeting

Under the DGCL, stockholders have the right to elect directors at an annual stockholder meeting.

Quanex's Bylaws provide that stockholders have the right to elect directors to the board of directors by an affirmative vote of stockholders holding a majority of the outstanding shares of stock of Quanex entitled to vote in elections of directors at the annual stockholder meeting.

Quanex's Bylaws provide that stockholders have the right to remove such directors, with or without cause, by an affirmative vote of stockholders holding a majority of the outstanding shares of stock of Quanex entitled to vote in elections of directors at a special stockholder meeting called for that purpose.

Quanex's Bylaws provide that the holders of outstanding shares of common stock of Quanex have the right to vote on subject matters for which shareholders are entitled to vote at stockholder meetings (whether annual or special meetings), including the election of directors. Quanex's Bylaws provide that, in an uncontested election, the affirmative vote of a majority of the votes cast (the number of shares voted "for" a director's election exceeds fifty percent (50 per cent.) of the number of votes cast with respect to that director's election) by stockholders present at an annual stockholder meeting at which a quorum is present will be required for the election of directors. Quanex's Bylaws provide that, in a contested election, a plurality of the votes cast at an annual stockholder meeting at which a quorum is present will be required for the election of directors.

Quanex's Certificate of Formation and Bylaws provide that any vacancy occurring in the board of directors caused by resignation, removal, death or other incapacity, and any newly created directorships resulting from an increase in the number of directors, will be filled by a majority vote of the directors then in office, whether or not a quorum is met. Such directors appointed by the board of directors to fill a vacancy will hold office for the unexpired term of the director's predecessor in office. Moreover, such directors appointed by the board of directors to fill newlycreated directorships will hold office for a term continuing only until the next annual stockholder meeting.

The following matters, among others, require shareholder approval and for a UK listed company therefore have to be exclusively approved at a shareholders' meeting:

Matters requiring special resolution:

(1) amendments to Tyman's Articles;
(2) reducing the notice period required to call a shareholders' meeting (other than the annual general meeting) from 21 clear days to not less than 14 clear days;
(3) reduction of Tyman's share capital; and
(4) disapplication (or renewal of disapplication) of pre-emption rights where directors are acting under a general authority to allot.

Matters requiring ordinary resolution:

(1) removal of Tyman Directors following the procedure set out in the Tyman Articles;
(2) approval of Tyman Directors' long-term service contracts;
(3) approvals of loans, quasi-loans, credit transactions, substantial property transactions etc. with Tyman Directors and their connected persons;
(4) approval of the Tyman Directors' remuneration report;
(5) authority to make market purchases of Tyman Shares;
(6) authorisation of political donations or expenditure;
(7) appointment and removal of the Tyman's auditors;
(8) fixing remuneration of the Tyman's auditors; and
(9) authority to Tyman Directors to allot Tyman Shares.

Shareholder Proposals

Quanex's Bylaws provide that a special stockholder meeting may be called by the stockholders or a group of stockholders that beneficially own 25 per cent. or more of the outstanding stock of Quanex by providing a written request to the secretary. For such stockholders to exercise their right to call special stockholder meetings, such stockholders must satisfy certain timely notice and information requirements in writing to the secretary of Quanex as established under Quanex's Bylaws. A special stockholder meeting requested by stockholders will be held at such date, time and place as may be fixed by the board of directors; provided, however, the date of such special stockholder meeting will not be more than sixty days after the record date for such meeting. Only such business brought forth that satisfies Quanex's notice and information requirements will be conducted at special stockholder meetings.

Quanex's Bylaws also provide that for business to be properly brought before an annual meeting by a stockholder (including director nominations by stockholders or stockholder proposals outside the processes of Rule 14a-8), the stockholder must have given timely notice thereof in writing to the secretary of Quanex. For notice to be timely, a stockholder's notice must be delivered and received at Quanex's principal executive offices no later than the close of business on the 90th day before and no earlier than 120 days prior to the first anniversary date of Quanex's prior annual meeting. However, if the date of the annual meeting is more than 60 days later than the anniversary date of Quanex's prior annual meeting, the stockholder's notice must be received no later than the close of business on the 10th day following the earlier of either the date on which a written statement setting forth the date of the annual meeting was mailed to stockholders or the date on which it is first disclosed to the public.

Tyman Shareholders representing at least 5 per cent. of the total voting rights of all shareholders having a right to vote at a meeting of Tyman Shareholders can require the Tyman Board to call such a meeting. The requirement must state the general nature of the business to be dealt with at the meeting and may include the text of the resolution to be passed at the meeting.

Tyman Shareholders representing: (1) at least 5 per cent. of the total voting rights of all Tyman Shareholders having a right to vote at the meeting; or (2) at least 100 Tyman Shareholders who have paid up an average sum, per Tyman Shareholder, of at least £100 and have a right to vote at the meeting may require the Company to circulate a statement of not more than 1,000 words with respect to a matter referred to in a proposed resolution to be dealt with at that meeting, or other business to be dealt with at that meeting.

Shareholder Suits
Under the DGCL, a stockholder of a corporation may bring a derivative action on behalf of the corporation provided that the stockholder initiating the suit was a stockholder of the corporation at the time of the transaction of which such stockholder complains or that such stockholder's stock thereafter devolved upon such stockholder by operation of law. Before initiating the suit, the stockholder is required to make a demand to the board of directors in order to give the board an opportunity to decide whether the suit is in the best interests of the corporation. In cases where demand would be futile due to the interests of a majority of the board in the matter, demand is excused.	The Companies Act provides limited circumstances in which a shareholder of a company may bring a derivative claim on behalf of a company. Such a claim may only be brought in respect of a cause of action arising from an actual or proposed act or omission involving negligence, default, breach of duty or breach of trust by a director of the company. It is immaterial whether the cause of action arose before or after the person seeking to bring the claim became a shareholder of the company. A person seeking to bring a derivative claim must first obtain the permission of the court to do so. There are specified grounds on which the court must refuse to grant permission to continue the claim, as well as specified grounds that the court must take into consideration.
	The Companies Act also permits a shareholder to apply to the court for relief on the grounds that: (1) the company's affairs are being or have been conducted in a manner unfairly prejudicial to the interests of all or some shareholders, including the shareholder making the claim; or (2) an actual or proposed act or omission of the company (including an act or omission on its behalf) is or would be so prejudicial.
	If the court is satisfied that the application is well founded, it may make such order as it thinks fit for giving relief in respect of the matters complained of.
Rights of Inspection
Under the DGCL, all stockholders of a corporation have the right to inspect, during the usual business hours of the corporation for any proper purpose, and to make copies and extracts from: (1) the stock ledger; (2) the stockholder list;	The register and index of names of Tyman Shareholders must be open to inspection: (1) for free, by its shareholders; and (2) for a fee by any other person. In both cases, the documents may be copied for a fee.
(3) other books and records; and (4) the books and records of a subsidiary of the corporation, to the extent that the corporation has actual possession and control of such records of such subsidiary or the corporation could obtain such records through the exercise of control of such subsidiary, provided that as of the date of the	The Tyman Shareholders may also inspect, without charge, during business hours: (1) minutes of meetings of the shareholders and obtain copies of the minutes for a fee; (2) the director register; and (3) service contracts of Tyman Directors.
making of the demand: (a) the stockholder would not constitute a breach of an agreement between the corporation or the subsidiary and a person or persons not affiliated with the corporation; and (b) the subsidiary would not have the right under	In addition, the published annual accounts and auditors report of the Company are required to be available for Tyman Shareholders' Shareholders at a Tyman meeting and a Tyman Shareholder is entitled

to a copy of these accounts.

applicable law to deny the corporation access to

such books and records.

Rights of Inspection
Under the DGCL, if a corporation refuses to permit inspection or does not reply to the demand within five business days after the demand has been made, the stockholder may apply to the Delaware Court for an order to compel such inspection. Generally, under the DGCL, the stockholder bears the burden of showing that each category of requested records is essential to the accomplishment of the stockholder's stated purpose for the inspection. However, when a stockholder seeks to inspect a corporation's list of stockholders or stock ledger, the burden of proof is on the corporation to establish that the inspection is for an improper purpose.	The Tyman Articles provide that no Tyman Shareholder shall have any right to inspect any accounting records or other books or papers unless: (1) legislation or a court order gives them that right; (2) the directors authorise them to do so; or (3) the Tyman Shareholders authorise them to do so by ordinary resolution.
Disclosure of Interests
Neither the DGCL nor Quanex's Certificate of Incorporation or Bylaws requires disclosures by stockholders of their interests except in stockholder's connection with a notice to the Secretary of the corporation for business to be properly brought before an annual meeting by such stockholder. Under Section 13(d)(1) of the U.S. Exchange Act, any person who, directly or indirectly, acquires more than five per cent. of equity securities of a corporation must, within ten days of such	The Disclosure Guidance and Transparency Rules require Tyman Shareholders, subject to certain exceptions, to notify Tyman in writing within two days of becoming aware that they have acquired a material interest in Tyman, being 3 per cent. or more of the total issued Tyman Shares carrying voting rights. Thereafter, Tyman Shareholders must also notify Tyman within two days of any increase or decrease by which their interest crosses a 1 per cent. threshold as well as any decrease that reduces the shareholders'
acquisition, file with the SEC, a Schedule 13D containing the information specified therein and send a copy of the Schedule 13D to the corporation and to each securities exchange on which the corporation's common stock is traded. Amendments to Schedule 13D representing changes in co-ownership or intentions with respect to the corporation must be filed promptly.	holding below the 3 per cent. threshold. Pursuant to the Companies Act, Tyman may also send a notice to any person whom Tyman knows or believes to be interested in Tyman Shares requiring that person to confirm whether they have such an interest and if so provide details of that interest or
Quanex is required by the rules of the SEC to disclose in its proxy statement relating to its annual stockholder meeting, the identity and number of shares of Quanex voting securities	any other interest in Tyman Shares of which they are aware. Directors and connected persons share ownership:
beneficially owned by: (1) each of its directors; (2) its principal executive officer; (3) its principal financial officer; (4) each of its three most highly compensated executive officers other than its principal executive officer and its principal financial officer; (5) all of its directors and executive officers as a group; and (6) any beneficial owner of 5 per cent. or more of Quanex's voting securities of which Quanex is aware.	Tyman is required by the Listing Rules to disclose in its annual report the identity and share interests of its directors and any persons connected with them, as defined in the Companies Act, and of any person with an interest of 3 per cent. or more of its shares which has been notified to Tyman under the Disclosure Guidance and Transparency Rules.

Disclosure of Interests
	Persons discharging managerial responsibilities (primarily directors and senior executives), and their connected persons, must notify Tyman in writing of the occurrence of all transactions conducted on their own account in Tyman Shares, or derivatives or any other financial instruments relating to those shares within three working days of the day on which the transaction occurred. The notification must contain specified information, including the name of the person involved, the type of transaction, the date on which it occurred, and the price and volume of the transaction. Tyman must notify a RIS (which will make the information public) of any information notified to it in accordance with these provisions. The notification to a RIS must be made as soon as possible, and in any event by no later than two working days following the receipt of the information by Tyman.
Directors' Duties
Under Delaware law, directors of a corporation are subject to the fiduciary duties of care and loyalty. The duty of loyalty requires that directors act on a disinterested and independent basis, in good faith and with an honest belief that the directors' action is in the best interests of the corporation and its stockholders. The duty of care requires directors to handle their duties with such care as an ordinarily prudent person would use under similar circumstances. Moreover, with regard to the duty of care, Delaware subjects the duty of care to the business judgment rule, which provides a presumption that a director acted on an informed basis, in good faith, and in the honest belief that the action taken was in the best interests of the corporation. As a general matter, Delaware courts will only impose liability upon a director who is alleged to have breached the duty of care if such director willfully or recklessly disregarded his or her duties or was grossly negligent, so as to constitute an utter failure to carry out the director's fiduciary duties. Quanex's Bylaws provide that that the business and affairs of Quanex will be managed by the board of directors, who may exercise all of Quanex's powers not reserved to or conferred on the stockholders by statute, or Quanex's Certificate of Incorporation or Bylaws.	Under the Companies Act, Tyman must act in accordance with its articles of association and only exercise powers for the purposes for which they are conferred. Each Tyman Director has a duty to act in the way the director considers, in good faith, would be most likely to promote the success of Tyman for the benefit of its shareholders as a whole. Apart from this, each Tyman Director also has the following duties: (1) to exercise independent judgment; (2) to exercise the same standard of care, skill and diligence that would be exercised by a reasonably diligent person with (a) the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as the director in relation to Tyman, and (b) the general knowledge, skill and experience that the director actually has; (3) to avoid situations in which he or she has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company; (4) to declare any of his or her direct or indirect interest in a proposed transaction or arrangement with Tyman; and

Directors' Duties
	(5) not to accept a benefit from a third party, where the benefit is given by director's reason of the position, and there is a reasonable likelihood of a conflict of interest arising.
Transactions with Interested Parties
Under the DGCL, certain interested party transactions are not void or voidable solely because the transaction is between a corporation and one or more of its directors or officers, or between the corporation and an entity in which one or more of its directors or officers has a financial interest, or solely because the interested director or officer was present at or participated in the meeting in which the interested transaction was approved if any of the following conditions are satisfied: (1) the material facts as to the director's officer's or relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; (2) the material facts as to the director's or officer's relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee or the stockholders. Furthermore, under the DGCL, unless a corporation's certificate of incorporation or bylaws (original, or approved by stockholders) provide otherwise, corporations that have a class of voting stock listed on a national securities exchange or held of record by 2,000 or more persons are "business prohibited from entering into any combination" with any "interested stockholder" (generally a beneficial holder of 15 per cent. or more of the corporation's voting stock) for a period of three years following the time that such stockholder became an interested stockholder.	Subject to certain exceptions, English law imposes various restrictions and procedural requirements on transactions between Tyman (including its subsidiaries) and a related party. The definition of a related party includes a Tyman Director and a substantial shareholder (i.e., any person who is entitled to exercise, or to control the exercise of, 10 per cent. or more of the votes able to be cast on all or shareholders' substantially all matters at meetings of Tyman). Certain tests are used to assess the impact of the related party transaction on the listed company ("class tests"). Tyman's obligations would depend on the result of the class tests and range from no action being required, to obtaining an independent adviser's confirmation that the terms of the transaction are fair and reasonable and disclosing the details of such Tyman's transactions in next annual published accounts, to requiring the publication of a shareholder circular and obtaining the prior consent of the Tyman Shareholders before entering into such a transaction.

Transactions with Interested Parties
The DGCL provides an exception to this corporation's prohibition if: (1) the board of directors approved either the business combination or the transaction in which the stockholder became an interested stockholder prior to the date the interested stockholder became an interested stockholder; (2) the interested stockholder acquired at least 85 per cent. of the voting stock of that company (excluding shares owned by persons who are directors and also officers, and employee stock plans in which participants do not have the right to determine whether shares will be tendered in a tender or exchange offer) in the transaction in which it became an interested stockholder; or (3) the business combination is approved by the board of directors and the affirmative vote of at least two-thirds of the votes entitled to be cast by disinterested stockholders at an annual or special meeting (and not by written consent).
Under the DGCL, a corporation has the right to elect, in its certificate of incorporation, not to be governed by Section 203 of the DGCL, which provides the aforementioned prohibition.
Quanex has not opted out of Section 203 of the DGCL.
Additionally, Quanex's Certificate of Incorporation provides that the affirmative vote of the holders of not less than four-fifths (80 per cent.) of the outstanding shares of stock of Quanex is required to approve any of the following actions if, as of the record date for determining stockholders entitled to vote, the other person or entity has been the beneficial owner of 5 per cent. or more of Quanex's outstanding shares of stock within the preceding twelve months:
(1) to adopt or approve an agreement to merge or consolidate Quanex or any of its subsidiaries with or into any other person or entity;
(2) to authorize the disposition of all or substantially all of the assets of Quanex or any of its subsidiaries to any other person or entity; or
(3) to authorize the issuance or transfer of voting securities of Quanex or any of its subsidiaries in exchange or payment for the securities or assets of another person or entity.

Transactions with Interested Parties
This heightened stockholder voting requirement, however, is not required for the aforementioned actions if: (1) the board of directors approves a memorandum of understanding with the other transaction's party, outlining the principal terms and the majority of directors voting in favor were elected before the other party attained beneficial Quanex's ownership of 5 per cent. or more of outstanding stock; or (2) if the other party is a corporation of which a majority of the outstanding shares of stock are owned by Quanex or any of its subsidiaries.
Reporting Requirements
As a U.S. public company and large accelerated filer, Quanex must file with the SEC, among other reports and notices: (1) an annual report on form 10-K within 60 days after the end of the fiscal year; (2) a quarterly report on form 10-Q within 40 days after the end of the fiscal quarter; and (3) current reports on form 8-K within 4 days of the occurrence of specified corporate events, which include, among other things: (a) entry into or termination of a material definitive agreement; (b) completion of an acquisition or disposition of assets; (c) unregistered sales of equity securities of the corporation; and (d) changes in control of the corporation.	Tyman is required to notify the FCA and/or the Registrar of Companies of: (1) any major new developments relating to its business which are not public knowledge and may lead to a substantial movement in its share price; (2) notifications received by it from persons holding an interest in 3 per cent. or more of any class of Tyman's share capital; (3) any changes in the Tyman Board; (4) any purchase or redemption by it of its own equity securities; (5) interests of directors in its shares or debentures; and (6) changes in its capital structure

PART TWELVE

DEFINITIONS

Announcement	the announcement of a firm intention to make an offer for the entire issued and to be issued share capital of Tyman pursuant to Rule 2.7 of the Takeover Code made by Quanex on 22 April 2024
Announcement Exchange Rate	the GBP:US\$ exchange rate of 1.2373 as derived from Bloomberg and based on the exchange rate as at 4:00 p.m. (New York time) on 19 April 2024, being the last Business Day prior to the date of the Announcement
Authorisations	authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions, determinations, exemptions or approvals
Board Observer Agreement	the form of agreement to grant an observer right on the Quanex Board on the terms described in paragraph 6 of Part Eleven (Description of New Quanex Shares and the Quanex Group)
Broadridge	Broadridge Financial Solutions Limited
Business Day	a day, other than a Saturday, Sunday, public holiday or bank holiday, on which clearing banks are generally open for business in the City of London and New York
Capped All-Share Alternative	the alternative to the Main Offer whereby Scheme Shareholders (other than Scheme Shareholders resident or located in a Restricted Jurisdiction) may elect to receive the consideration applicable to their entire holding of Tyman Shares in New Quanex Shares at a ratio of 0.14288 of a New Quanex Share to every 1 Tyman Share held as at the Scheme Record Time
Capped All-Share Alternative Election	an election whereby Scheme Shareholders (other than Restricted Shareholders) may elect to accept the Capped All-Share Alternative up to the Capped All-Share Alternative Maximum pursuant to a Form of Election or a TTE Instruction
Capped All-Share Alternative Maximum	the maximum number of New Quanex Shares available to eligible Scheme Shareholders under the Capped All-Share Alternative, which is limited to a number which represents 25.0 per cent. of the issued ordinary share capital of Tyman at completion of the Transaction
CDI	a CREST depository interest representing an entitlement to a share
Cede & Co	the nominee name for the DTC
certificated or in certificated form	a share or other security which is not in uncertificated form (that is, not in CREST)
CGT	capital gains tax
Clean Team and Joint Defence Agreement	clean team and joint defence agreement entered into between Tyman, Quanex and their respective external regulatory counsel dated 27 March 2024
close of business	6:00 p.m. (London time) on the Business Day in question
Closing ex Dividend Price	the Closing Price of a Tyman Share on 19 April 2024, being the Business Day prior to the date of the Announcement, of 296.0 pence deducting the amount of the FY23 Dividend
Closing Price	closing middle market price of a Tyman Share on a particular trading day as derived from the Daily Official List

CMA.	Competition and Markets Authority, a UK statutory body established under the Enterprise and Regulatory Reform Act 2013
Companies Act	the UK Companies Act 2006, as amended from time to time
Conditions	the conditions to the implementation of the Transaction as set out in Part Three (Conditions to the Implementation of the Scheme and to the Transaction) of this document or, if applicable, the Takeover Offer Document, and "Condition" means any one of them
Co-operation Agreement	the co-operation agreement entered into between Quanex and Tyman dated 22 April 2024 relating to the Transaction
Court	the High Court of Justice in England and Wales
Court Hearing	the hearing of the Court at which the Court Order will be sought by Tyman
Court Meeting	the meeting (or any adjournment or postponement thereof) of the Scheme Shareholders to be convened with the permission of the Court pursuant to Part 26 of the Companies Act to consider and, if thought fit, approve the Scheme (with or without modification), notice of which is set out in Part Thirteen (Notice of Court Meeting) of this document (including any adjournment or postponement thereof)
Court Order	the order of the Court sanctioning the Scheme under Part 26 of the Companies Act
Court Sanction Date	means the date on which the Court sanctions the Scheme under section 899 of the Companies Act
CREST	the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in the CREST Regulations) in accordance with which securities may be held and transferred in uncertificated form
CREST Manual	the CREST manual referred to in agreements entered into by Euroclear
CREST Proxy Instruction	has the meaning given to it in Part One (Letter from the Chairman of Tyman plc) and Part Thirteen (Notice of General Meeting)
CREST Regulations	the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) (including as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018), as amended from time to time
Daily Official List	the daily official list published by the London Stock Exchange
dealing day	a day on which dealings in domestic securities may take place on, and with the authority of, the London Stock Exchange
Dealing Disclosure	an announcement pursuant to Rule 8 of the Takeover Code containing details of dealings in interests in relevant securities of a party to an offer
Deutsche Numis	Numis Securities Limited
DGCL	Delaware General Corporation Law
Disclosed	the information fairly disclosed by, or on behalf of, Tyman: (i) in the annual report and accounts of the Tyman Group for the financial year ended 31 December 2023; (ii) in the Announcement; or (iii) in any other announcement to a Regulatory Information Service by, or on behalf of, Tyman before the publication of the Announcement

Disclosure Guidance and Transparency Rules	the Disclosure Guidance and Transparency Rules of the FCA in its capacity as the UK Listing Authority under FSMA and contained in the UK Listing Authority's publication of the same name (as amended from time to time)
disclosure period	the period commencing 22 April 2023, being the date which is 12 months before the start of the Offer Period, and ending on the Latest Practicable Date
Disclosure Table	the disclosure table on the Takeover Panel's website at https:// www.thetakeoverpanel.org.uk/
document	this document dated 11 June 2024 sent to Tyman Shareholders containing the Scheme and an explanatory statement in accordance with section 897 of the Companies Act
DRS or the Direct Registration System	a system that allows electronic direct registration of securities in an investor's name on the books for the transfer agent or issuer, and allows shares to be transferred between a transfer agent and broker electronically
DTC	The Depository Trust Company, a wholly owned subsidiary of The Depository Trust and Clearing Corporation
EBITDA	earnings before interest, taxes, depreciation, intangible amortisation, exceptional items, share option costs and acquisition costs
EDGAR	the Electronic Data Gathering, Analysis, and Retrieval system, the public database that performs automated collection, validation, indexing, acceptance, and forwarding of submissions by companies and others who are required by law to file forms with the U.S. Securities and Exchange Commission
Effective	in the context of the Transaction: (a) if the Transaction is implemented by way of the Scheme, the Scheme having become effective pursuant to its terms, upon delivery of the Court Order to the Registrar of Companies; or (b) if the Transaction is implemented by way of a Takeover Offer, the Takeover Offer having been declared or become unconditional in accordance with the requirements of the Takeover Code
Effective Date	the date upon which the Transaction becomes effective in accordance with its terms
Election Return Time	the later of:
	(a) 1:00 p.m. on the date that is seven calendar days before the Court Hearing; and
	(b) such other date and time as Quanex and Tyman may agree (and announce via a Regulatory Information Service)
Enlarged Group.	the enlarged group following completion of the Transaction, comprising the Quanex Group and the Tyman Group
Equiniti	Equiniti Trust Company, LLC
Escrow Agent	means Link Group in its capacity as escrow agent when receiving TTE Instructions
EU or European Union	the European Union
Euroclear	Euroclear UK & International Limited
Excluded Shares	any Tyman Shares at the Scheme Record Time which (if any):
	(a) are owned or controlled by the Quanex Group;

	(b) are held by Tyman as treasury shares (within the meaning of the Companies Act); and
	(c) any other Tyman Shares which Quanex and Tyman agree will not be subject to the Scheme
Executive Directors	each of Rutger Helbing and Jason Ashton
Explanatory Statement	the explanatory statement (in compliance with section 897 of the Companies Act) relating to the Scheme, set out in Part Two (Explanatory Statement) of this document
FCA	Financial Conduct Authority of the United Kingdom or its successor from time to time, acting in its capacity as the competent authority for the purposes of Part VI of FSMA
Form of Election	the green form of election for use in respect of the Capped All Share Alternative by Scheme Shareholders (other than Restricted Shareholders) who hold Tyman Shares in certificated form
Forms of Proxy	either or both (as the context demands) of the form of proxy in relation to the Court Meeting and the form of proxy in relation to the General Meeting
FSMA	the UK Financial Services and Markets Act 2000 (as amended from time to time)
FY23 Dividend	final dividend of 9.5 pence per Tyman Share announced by Tyman on 7 March 2024 and paid on 29 May 2024 to eligible Tyman Shareholders on the register at 26 April 2024
General Meeting	the general meeting of Tyman (or any adjournment or postponement thereof) to be convened in connection with the Scheme, expected to be held as soon as the preceding Court Meeting shall have been concluded or adjourned
Greenhill	Greenhill & Co. International LLP, an affiliate of Mizuho Financial Group, Inc
HMRC	HM Revenue and Customs
holder	a registered holder and includes any person(s) entitled by transmission
IFRS	international accounting standards and international financial reporting standards and interpretations thereof, approved or published by the International Accounting Standards Board and adopted by the United Kingdom
Interim Facilities Agreement	the agreement dated 21 April 2024 and entered into between Quanex and certain other parties including Wells Fargo Bank, National Association as Interim Facility Agent and as Interim Security Agent, and the interim lender parties thereto, pursuant to which the Interim Lenders (as defined therein) agreed to provide the Interim Facility
Interim Facility	a US\$750 million term loan provided pursuant to an interim facilities agreement entered into between, among others, Quanex (as the company), Wells Fargo Bank, N.A., Bank of America Securities and TD Bank
KPMG	KPMG LLP
Latest Practicable Date	10 June 2024 (being the latest practicable date before the publication of this document)
Link Group	Link Group, a trading name of Link Market Services Limited, who act for Tyman as registrar and receiving agent

Listing Rules	the rules and regulations made by the FCA under FSMA, and contained in the FCA's publication of the same name
London Stock Exchange	London Stock Exchange plc or its successor
Long-Stop Date	11.59 p.m. on 22 January 2025, or such later date as may be agreed by Tyman and Quanex (with the consent of the Panel and, if required, as the Court may approve)
Main Market	the main market for trading in listed securities operated by the London Stock Exchange;
Main Offer	the main offer being made by Quanex to Tyman Shareholders in connection with the Transaction, being:
	• 240.0 pence in cash; and
	• 0.05715 of a New Quanex Share, for every 1 Tyman Share held as at the Scheme Record Time
Market Abuse Regulation	the Market Abuse Regulation (2014/596/EU), as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended
Meetings	the Court Meeting and the General Meeting, and "Meeting" means either of them
Mizuho	Mizuho Financial Group, Inc
New Quanex Shares	shares of Quanex common stock with a par value of US\$0.01 per share proposed to be issued in connection with the Transaction
Non-executive Directors	each of Nicky Hartery, Margaret Amos, Pamela Bingham, David Randich, and Paul Withers

NYSE or New York Stock Exchange…	New York Stock Exchange LLC
OEM.	original equipment manufacturer
Offer Document or Takeover Offer Document	should the Transaction be implemented by way of a Takeover Offer, the document which would be sent to Tyman Shareholders containing, amongst other things, the terms and conditions of the Takeover Offer
Offer Period	the offer period (as defined in the Takeover Code) relating to Tyman, which commenced on 22 April 2024
Official List	the official list maintained by the FCA pursuant to Part 6 of FSMA
Opening Position Disclosure	has the meaning given to it in Rule 8 of the Takeover Code
Overseas Shareholders	Tyman Shareholders (or nominees of, or custodians or trustees for, Tyman Shareholders) who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom
PRA	Prudential Regulation Authority, or any successor regulatory body
Proxy Statement	the definitive proxy statement on Schedule 14A, which includes a notice convening the Quanex Stockholder Meeting to be sent by Quanex to Quanex Stockholders, requesting approval of the Quanex Share Proposal, which was filed with the SEC on 6 June 2024
Quanex	Quanex Building Products Corporation, a corporation organised and existing under the laws of the State of Delaware

Quanex Confidentiality Agreement	the confidentiality agreement dated 18 March 2024 between Quanex and Tyman, entered into in connection with the Transaction
Quanex Directors or Quanex Board	the directors of Quanex as at the date of this document or, where the context so requires, the directors of Quanex from time to time
Quanex Group	Quanex and its subsidiaries and subsidiary undertakings from time to time and, where the context so requires or admits, each of them which shall, for the avoidance of doubt, include the Tyman Group following the Effective Date
Quanex Omnibus Incentive Plan	Quanex Building Products Corporation 2020 Omnibus Incentive Plan adopted by the Quanex Directors on January 6, 2020, and approved by the Quanex Shareholders at a meeting held on February 27, 2020
Quanex Profit Forecast	the Quanex profit forecast set out in Part Seven (Quanex Profit Forecast) of this document
Quanex Share Proposal	a proposal for the approval of the issuance of the New Quanex Shares in relation to the Transaction by a majority of Quanex Shares present in person or represented by proxy at the Quanex Stockholder Meeting and entitled to vote on the Quanex Share Proposal
Quanex Shares	shares of Quanex common stock with a par value of US\$0.01 per share
Quanex Stockholder Meeting	the special meeting of Quanex Stockholders to be convened in connection with the Transaction, notice of which will be sent to the Quanex Stockholders (including any adjournment, postponement and reconvening of it)
Quanex Stockholders	holders of Quanex Shares
Quanex Transfer Agent	Equiniti
Quantified Financial Benefits Statement	has the meaning given to it in Part Fifteen (Quantified Financial Benefits Statement) of this document
Receiving Agent	Link Group
Registrar of Companies	the registrar of companies in England and Wales
Resolutions	the resolutions relating to the Transaction to be proposed at the Meetings
Restricted Jurisdiction	any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Transaction were made available in that jurisdiction, or if the Transaction (including details regarding any election that may be made for the Capped All-Share Alternative) is or were extended or made available in that jurisdiction, or where to do so would result in a requirement to comply with any governmental or other consent or any registration, filing or other formality which Quanex or Tyman regards as unduly onerous
Restricted Shareholder	a person (including, without limitation, an individual partnership, unincorporated syndicate, limited liability company, unincorporated organisation, trust, trustee, executor, administrator or other legal representative) in, or resident in, or any person whom Quanex reasonably believes to be in, any jurisdiction (whether or not a Restricted Jurisdiction) whom Quanex is advised to treat as restricted overseas persons in order to observe the laws of such jurisdiction or to avoid the

		requirement to comply with any governmental or other consent or any registration, filing or other formality which Quanex regards as unduly onerous
RIS or Regulatory Information Service		any information service authorised from time to time by the FCA for the purpose of disseminating regulatory announcements and included within the list maintained on the FCA's website
Scheme	the	proposed scheme of arrangement under Part 26 of the Companies Act between Tyman and the Scheme Shareholders particulars of which are set out in Part Four (The Scheme of Arrangement) of this document, in its present form or with or subject to any modification, addition or condition approved by the Court and agreed by Quanex and Tyman
Scheme Record Time	agree	close of business on the Business Day immediately before the Effective Date, or such later time as Quanex and Tyman may
Scheme Shareholders		holders of Scheme Shares at any relevant date or time
Scheme Shares		the Tyman Shares:
	(a)	in issue at the date of this document;
	(b)	(if any) issued after the date of this document and prior to the Voting Record Time; and
	(c)	(if any) issued at or after the Voting Record Time and before the Scheme Record Time in respect of which the original or any subsequent holder thereof is bound by the Scheme or shall by such time have agreed in writing to be bound by the Scheme,
		and, in each case, remaining in issue at the Scheme Record Time but excluding any Excluded Shares
SEC		the US Securities and Exchange Commission
Share Plan Letters	has	the meaning given to it in paragraph 18 of Part Two (Explanatory Statement)
Special Resolution		the special resolution to be proposed by Tyman at the General Meeting in connection with, among other things, the approval of the Scheme and the alteration of Tyman's articles of association and such other matters as may be necessary to implement the Scheme and the delisting of the Tyman Shares
Substantial Interest	in	relation to an undertaking, a direct or indirect interest of 20 per cent. or more of the total voting rights or equity share capital (as defined in section 548 of the Companies Act) of such undertaking
Takeover Code		the UK City Code on Takeovers and Mergers
Takeover Offer	subject	to the consent of the Panel and the terms of the Co-operation Agreement, should the Transaction be implemented by way of a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act, the offer to be made by or on behalf of Quanex to acquire the entire issued and to be issued share capital of Tyman, other than any Excluded Shares and, where the context admits, any subsequent revision, variation, extension or renewal of such offer
Takeover Panel or Panel		the UK Panel on Takeovers and Mergers
Teleios.		Teleios Global Opportunities Master Fund, Ltd acting through its manager Teleios Capital Partners LLC

Teleios Confidentiality Agreement	confidentiality agreement entered into between Teleios Capital Partners LLC, Quanex and Tyman dated 19 March 2024
Third Party	any relevant central bank, government or governmental, quasi governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution, environmental body, employee representative body, any entity owned or controlled by any relevant government or state, or any other body or person whatsoever in any jurisdiction
Transaction	the proposed acquisition of the entire issued and to be issued share capital of Tyman by Quanex to be implemented by means of the Scheme (or, if Quanex so elects, subject to the terms of the Co-operation Agreement, a Takeover Offer)
TTE Instruction	a transfer to escrow instruction (as defined in the CREST Manual)
Tyman or the Company	Tyman plc, a company incorporated in England and Wales with registered number 02806007
Tyman Articles	the articles of association of Tyman
Tyman Directors or Tyman Board	the directors of Tyman as at the date of this document or, where the context so requires, the directors of Tyman from time to time
Tyman's Director's Remuneration Policy	Tyman's director's remuneration policy, as adopted by Tyman and approved by Tyman Shareholders from time to time
Tyman DSBP	Tyman deferred share bonus plan 2020, approved by Tyman Shareholders and adopted by the Tyman Directors on 20 May 2020
Tyman Employees.	means the employees of Tyman and the employees of members of the Tyman Group from time to time, each a "Tyman Employee"
Tyman Group	Tyman and its subsidiaries and subsidiary undertakings from time to time and, where the context so requires or admits, each of them
Tyman International Sharesave Plan	Tyman international sharesave plan (established as a sub-plan of the Tyman UK Sharesave Plan without prior Tyman Shareholder approval), adopted by the Tyman Directors on 21 July 2017 and amended by the Tyman Directors on 23 July 2018
Tyman LTIP	Tyman long term incentive plan 2020, approved by the Tyman Shareholders and adopted by the Tyman Directors on 20 May 2020
Tyman Remuneration Committee	means the remuneration committee of the board of directors of Tyman
Tyman Share Plans	(a) the Tyman DSBP
	(b) the Tyman LTIP
	(c) the Tyman Sharesave Plans
Tyman Shareholders	the holders of Tyman Shares from time to time
Tyman Shares	the ordinary shares of five pence each in the capital of Tyman from time to time
Tyman Sharesave Plans	(a) the Tyman International Sharesave Plan
	(b) the Tyman UK Sharesave Plan
	(c) the Tyman US Sharesave Plan

Tyman UK Sharesave Plan	Tyman sharesave plan, approved by the Tyman Shareholders on 15 May 2015, approved by the Tyman Directors on 28 July 2015 and amended by the Tyman Directors on 23 July 2018
Tyman US Sharesave Plan	Tyman US sharesave plan, approved by the Tyman Shareholders on 15 May 2015 and approved by the directors of Tyman on 28 July 2015
UBS	UBS AG London Branch
UK or United Kingdom	the United Kingdom of Great Britain and Northern Ireland
uncertificated or in uncertificated form	a share or other security recorded on the relevant register as being held in uncertificated form in CREST
US or United States or USA or United States of America	the United States of America, its territories and possessions, all areas subject to its jurisdiction or any subdivision thereof, any state of the United States of America and the District of Columbia
US Exchange Act	the US Securities Exchange Act of 1934 (as amended) and the rules and regulations promulgated thereunder
US GAAP	US generally accepted accounting principles
US Securities Act	the US Securities Act of 1933 (as amended) and the rules and regulations promulgated thereunder
Voting Record Time	6:00 p.m. (in respect of the Court Meeting) and 6:00 p.m. (in respect of the General Meeting) on the day which is two days before the date of the Court Meeting or, if the Court Meeting is adjourned, 6:00 p.m. (in respect of the Court Meeting) and 6:00 p.m. (in respect of the General Meeting) on the day which is two days before the date of such adjourned meeting, in each case excluding any day that is not a Business Day
Wider Quanex Group	Quanex and the subsidiaries and subsidiary undertakings of Quanex and associated undertakings (including any joint venture, partnership, firm or company in which any member of the Quanex Group is interested or any undertaking in which Quanex and such undertakings (aggregating their interests) have a Substantial Interest)
Wider Tyman Group	Tyman and the subsidiaries and subsidiary undertakings of Tyman and associated undertakings (including any joint venture, partnership, firm or company in which any member of the Tyman Group is interested or any undertaking in which Tyman and such undertakings (aggregating their interests) have a Substantial

For the purposes of this document, "subsidiary", "subsidiary undertaking" and "undertaking" have the respective meanings given thereto by the Companies Act, and "associated undertaking" has the meaning given to it by paragraph 19 of Schedule 6 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, other than paragraph 1(b) thereof, which shall be excluded for this purpose.

Interest)

All references to "pounds", "pounds sterling", "sterling", "£", "GBP", "pence", "penny" and "p" are to the lawful currency of the United Kingdom.

All references to "dollars", "\$", "US\$" and "cent" are to the lawful currency of the United States.

All the times referred to in this document are London times unless otherwise stated. References to the singular include the plural and vice versa.

All references to a statutory provision or law or to any order or regulation shall be construed as a reference to that provision, law, order or regulation as extended, modified, replaced or re-enacted from time to time and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom.

PART THIRTEEN

NOTICE OF COURT MEETING

IN THE HIGH COURT OF JUSTICE CR-2024-002491 BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES COMPANIES COURT (CH) INSOLVENCY AND COMPANIES COURT ICC JUDGE PRENTIS

IN THE MATTER OF TYMAN PLC

and

IN THE MATTER OF THE COMPANIES ACT 2006

NOTICE IS HEREBY GIVEN that, by an order dated 4 June 2024 in the above matters, the Court has given permission for Tyman plc (the "Company") to convene a meeting (the "Court Meeting") of the holders of Scheme Shares as at the Voting Record Time (each as defined in the Scheme of Arrangement referred to below) for the purpose of considering and, if thought fit, approving (with or without modification) a scheme of arrangement proposed to be made pursuant to Part 26 of the Companies Act 2006 between the Company and the holders of Scheme Shares (the "Scheme of Arrangement") and that the Court Meeting will be held at the offices of Latham & Watkins, 99 Bishopsgate, London, EC2M 3XF, at 2:30 p.m. on 12 July 2024, at which place and time all holders of Scheme Shares are requested to attend.

A copy of the Scheme of Arrangement and a copy of the statement required to be furnished pursuant to section 897 of the Companies Act 2006 are incorporated in the document of which this notice forms part.

Unless the context requires otherwise, any capitalised term used but not defined in this notice shall have the meaning given to such term in the document of which this notice forms part.

Voting on the resolution to approve the Scheme of Arrangement will be by poll, which shall be conducted as the Chair of the Court Meeting may determine.

Right to Appoint a Proxy: Procedure for Appointment

Scheme Shareholders who are entitled to attend and vote at the Court Meeting may vote in person at such meeting or they may appoint one or more persons, whether a member of the Company or not, as their proxy or proxies, to exercise all or any of their rights to attend, speak and vote at the Court Meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares.

It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of opinion of Scheme Shareholders. Scheme Shareholders are strongly encouraged to submit proxy appointments and instructions for the Court Meeting as soon as possible, using any of the methods (by post, online or electronically through CREST) set out below. Scheme Shareholders are also strongly encouraged to appoint "the Chair of the Meeting" as their proxy.

The completion and return of the blue Form of Proxy by post (or transmission of a proxy appointment or voting instruction electronically, online, through CREST or by any other procedure described below) will not prevent you from attending, speaking and voting at the Court Meeting, or any adjournment thereof, if you are entitled to and wish to do so.

(a) Sending Forms of Proxy by post

A blue Form of Proxy, for use at the Court Meeting, has been provided with this notice. Instructions for its use are set out in the form. It is requested that the blue Form of Proxy (together with any power of attorney or other authority, if any, under which it is signed, or a duly certified copy thereof) be returned to Link Group, Tyman's registrars, Link Group at Central Square, 29 Wellington Street, Leeds, LS1 4DL either: (i) by post or (ii) (during normal business hours only) by hand, so as to be

received as soon as possible and not later than 2:30 p.m. on 10 July 2024 (or, in the event of an adjournment of the Court Meeting, 48 hours (excluding any part of such 48-hour period falling on a non-business day) before the time appointed for the adjourned meeting). However, if not so lodged, blue Forms of Proxy (together with any such authority, if applicable), may be handed to the Chair of the Court Meeting or to Tyman's registrars, on behalf of the Chair of the Court Meeting, before the start of the Court Meeting and will be valid.

(b) Online appointment of proxies

As an alternative to completing and returning the printed Form of Proxy, proxies may be appointed electronically by logging on to the following website: www.signalshares.com, selecting the "Proxy Vote" button and following the instructions therein. For an electronic proxy appointment to be valid, the appointment must be received by Link Group not later than 2:30 p.m. on 10 July 2024 (or, in the event of an adjournment of the Court Meeting, 48-hours (excluding any part of such 48-hour period falling on a non-business day) before the time appointed for the adjourned meeting). If the electronic proxy appointment is not received by this time, it will be invalid. Full details of the procedure to be followed to appoint a proxy electronically are given on the website.

(c) Electronic appointment of proxies through CREST

If you hold Tyman Shares in uncertificated form through CREST and wish to appoint a proxy or proxies for the Court Meeting (or any adjournment thereof) by using the CREST electronic proxy appointment service, you may do so by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed any voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with the specifications of Euroclear and must contain the information required for such instructions as described in the CREST Manual. The message (regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy) must, in order to be valid, be transmitted so as to be received by Tyman's registrars, Link Group not later than 2:30 p.m. on 10 July 2024 (or, in the event of an adjournment of the Court Meeting, 48 hours (excluding any part of such 48-hour period falling on a non-business day) before the time appointed for the adjourned 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 Link Group are able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

Tyman may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the CREST Regulations.

Voting Record Time

Entitlement to attend and vote (either in person or by proxy) at the Court Meeting or any adjournment thereof and the number of votes which may be cast at the Court Meeting will be determined by reference to the register of members of the Company at 6:00 p.m. on 10 July 2024 or, if the Court Meeting is adjourned, at 6:00 p.m. on the date which is two Business Days before the date fixed for the adjourned meeting. Changes to the register of members after the relevant time shall be disregarded in determining the rights of any person to attend and vote (either in person or by proxy) at the Court Meeting.

Joint Holders

In the case of joint holders of Scheme Shares, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s). For this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

Corporate Representatives

As an alternative to appointing a proxy, any holder of Scheme Shares which is a corporation (including a company) may appoint one or more corporate representatives who may exercise on its behalf all its powers as a member, provided that if two or more corporate representatives purport to vote in respect of the same shares, if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way, and in other cases the power is treated as not exercised.

Chair of the Court Meeting

By said order, the Court has appointed Nicky Hartery (Chairman) or failing him Rutger Helbing (Chief Executive Officer), or failing him any other director of the Company to act as chair of the Meeting and has directed the chair to report the result of the Court Meeting to the Court.

The Scheme of Arrangement will be subject to the subsequent sanction of the Court.

Dated 11 June 2024

LATHAM & WATKINS (LONDON) LLP

99 Bishopsgate London EC2M 3XF Solicitors for the Company

Nominated Persons

Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act to enjoy information rights (a "Nominated Person") does not, in that capacity, have a right to appoint a proxy, such right only being exercisable by shareholders of the Company. However, Nominated Persons may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Court Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.

PART FOURTEEN

NOTICE OF GENERAL MEETING

TYMAN PLC

NOTICE IS HEREBY GIVEN that a general meeting of Tyman plc (the "Company") will be held at the offices of Latham & Watkins, 99 Bishopsgate, London, EC2M 3XF, at 2:45 p.m. on 12 July 2024 (or as soon thereafter as the meeting of the holders of Scheme Shares (as defined in the Scheme as referred to in the resolution set out below), convened for 2:45 p.m. on the same day and at the same place, by an order of the High Court of Justice, shall have concluded or been adjourned) for the purpose of considering and, if thought fit, passing the following resolution, which will be proposed as a special resolution.

SPECIAL RESOLUTION

THAT, for the purpose of giving effect to the scheme of arrangement dated 11 June 2024 between the Company and the holders of Scheme Shares (as defined in such scheme of arrangement), a print of which has been produced to this meeting and for the purposes of identification signed by the chairman of this meeting, in its original form or subject to such modification, addition or condition as may be agreed between the Company and Quanex and approved or imposed by the Court (the "Scheme"):

(A) the directors of the Company (or a duly authorised committee of the directors) be authorised to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect; and
(B) with effect from the passing of this resolution, the articles of association of the Company be and are amended by the adoption and inclusion of the following new article:

"142. Scheme of Arrangement

(i) In this article, references to the Scheme are to the scheme of arrangement dated 11 June 2024 under Part 26 of the Companies Act 2006 between the company and the holders of Scheme Shares and as approved by the holders of the Scheme Shares at the meeting convened by the Court (as defined in the Scheme) and subject to any modification, addition or condition agreed by the company and Quanex Building Products Corporation, a company incorporated in the state of Delaware and headquartered in 945 Bunker Hill Rd, Suite 900, Houston, TX 77024 ("Quanex") and approved or imposed by the High Court of Justice of England and Wales and otherwise expressions defined in the Scheme shall have the same (save as defined in this article) meanings in this article.
(ii) Notwithstanding any other provision of these articles, if the company issues any shares (or transfers any shares out of treasury) or if the company instructs the company's employee benefit trust to transfer any shares to a participant in the company's share plans, other than to Quanex, any subsidiary of Quanex or any nominee(s) of Quanex on or after the Voting Record Time and before the Scheme Record Time (each as defined in the Scheme), such shares shall be issued or transferred subject to the terms of the Scheme and the holder or holders of such ordinary shares shall be bound by the Scheme accordingly.
(iii) Notwithstanding any other provision of these articles, subject to the Scheme becoming effective, if any shares are issued, transferred out of treasury or transferred to any person (other than under the Scheme or to Quanex, any subsidiary of Quanex or any nominee(s) of Quanex) at or after the Scheme Record Time (a "New Member") (each a "Post-Scheme Share"), such Post-Scheme Shares shall be issued or transferred on terms that they shall (on the Effective Date (as defined in the Scheme)) or, if later, on the issue or transfer (but subject to the terms of paragraph (iv) below), be immediately transferred to Quanex (or as it may direct) (the "Purchaser"), who shall be obliged to acquire each Post-Scheme Share in consideration of and conditional on the payment by or on behalf of Quanex to the New Member of the Relevant Consideration (as defined in paragraph (v) below).
(iv) On any reorganisation of, or material alteration to, the share capital of the company (including, without limitation, any subdivision and/or consolidation) carried out after the Effective Date (as defined in the Scheme), the value of the consideration per Post-Scheme Share to be paid under paragraph (iii) above shall be adjusted by the directors in such manner as the auditors of the company or an independent investment bank selected by the company may determine to be fair and reasonable to reflect such reorganisation or alteration. References in this article to such shares shall, following such adjustment, be construed accordingly.
(v) In this article, "Relevant Consideration" means the payment to the New Member of the same consideration, consisting of the default combination of cash and New Quanex Shares (after the deduction of any income tax and employee social security contributions or equivalent amounts in any jurisdiction, their employer or any other company is required to withhold or account for in respect of that consideration or the acquisition of the relevant Post-Scheme Shares, or for which the company or any other company has agreed to account with the consent of the relevant New Member) for each Post-Scheme Share as the relevant New Member would have been entitled to pursuant to the Scheme had each Post-Scheme Share been a Scheme Share (as defined in the Scheme).
(vi) To give effect to any transfer of Post-Scheme Shares required by this article, the company may appoint any person as attorney and/or agent for the New Member to transfer the Post-Scheme Shares to the Purchaser and/or its nominees and do all such other things and execute and deliver all such documents or deeds as may in the opinion of the attorney or agent be necessary or desirable to vest the Post-Scheme Shares in the Purchaser and, pending such vesting, to exercise all such rights attaching to the Post-Scheme Shares as the Purchaser may direct. If an attorney or agent is so appointed, the New Member shall not thereafter (except to the extent that the attorney or agent fails to act in accordance with the directions of the Purchaser) be entitled to exercise any rights attaching to the Post-Scheme Shares unless so agreed in writing by the Purchaser. The attorney or agent shall be empowered to execute and deliver as transferor a form of transfer or instructions of transfer on behalf of the New Member (or any subsequent holder) in favour of the Purchaser. The company may give good receipt for the consideration for the Post-Scheme Shares and may register the Purchaser as holder of the Post-Scheme Shares and issue to it certificates for the same. The company shall not be obliged to issue a certificate to the New Member for any Post-Scheme Shares. The Purchaser shall settle the consideration due to the New Member pursuant to paragraph (iii) above by sending a cheque drawn on a UK clearing bank (or shall procure that such a cheque is sent) in favour of the New Member (or any subsequent holder) for the purchase price of such Post-Scheme Shares within 14 days of the date on which the Post-Scheme Shares are issued to the New Member.
(vii) This article shall cease to be effective if the Scheme shall not have become effective on or before 22 January 2025 (or such later date, if any, as Quanex and Tyman may agree, either as required by the Panel or with its consent, and the Court (if required) may allow (the "Long Stop Date")). If the Scheme has not become effective by the Long Stop Date this article shall be of no effect.
(viii) Notwithstanding any other provision of these articles, both the company and the directors shall refuse to register the transfer of any Scheme Shares effected between the Scheme Record Time and the Effective Date of the Scheme other than to Quanex or its nominee(s)."

11 June 2024

By Order of the Board Peter Ho Company Secretary

Registered Office: 29 Queen Anne's Gate, London, SW1H 9BU

Registered in England and Wales No. 02806007

Notes:

The following notes explain your general rights as a shareholder and your right to attend and vote at the General Meeting or to appoint someone else to vote on your behalf.

1. Entitlement to attend and vote

Pursuant to Regulation 41(1) of the Uncertificated Securities Regulations 2001 (as amended), the Company has specified that only those members registered on the register of members of the Company at 6:00 p.m. on 10 July 2024 (the "Voting Record Time") (or, if the meeting is adjourned to a time more than 48 hours after the Voting Record Time, at 6:00 p.m. on the day which is two days prior to the time of the adjourned meeting) shall be entitled to attend and vote (either in person or by proxy) at the General Meeting in respect of the number of shares registered in their name at that time. If the meeting is adjourned to a time not more than 48 hours after the Voting Record Time, that time will also apply for the purpose of determining the entitlement of members to attend and vote (and for the purposes of determining the number of votes they may cast) at the adjourned meeting. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.

2. Appointment of proxies

Tyman Shareholders are strongly encouraged to submit proxy appointments and instructions for the General Meeting as soon as possible, using any of the methods (by post, online or electronically through CREST) set out below. Tyman Shareholders are also strongly encouraged to appoint "the Chair of the Meeting" as their proxy.

A member entitled to attend and vote at the meeting may appoint one or more proxies to exercise all or any of the member's rights to attend, submit written questions and, on a poll, to vote, instead of him or her. A proxy need not be a member of the Company but must attend the meeting for the member's vote to be counted. If a member appoints more than one proxy to attend the meeting, each proxy must be appointed to exercise the rights attached to a different share or shares held by the member. If a member wishes to appoint more than one proxy, they should contact Link Group for further yellow Forms of Proxy or photocopy the yellow Form of Proxy as required.

The completion and return of the yellow Form of Proxy by post (or transmission of a proxy appointment or voting instruction electronically, online, through CREST or by any other procedure described below) will not prevent you from attending, speaking and voting at the General Meeting, if you are entitled to and wish to do so.

(a) Sending yellow Forms of Proxy by post

A yellow Form of Proxy, for use at the General Meeting, has been provided with this notice. Instructions for its use are set out in the form. It is requested that the yellow Form of Proxy (together with any power of attorney or other authority, if any, under which it is signed, or a duly certified copy thereof) be returned to Link Group, Tyman's registrars, at Central Square, 29 Wellington Street, Leeds, LS1 4DL either: (i) by post or (ii) (during normal business hours only) by hand, so as to be received as soon as possible and not later than 2:45 p.m. on 10 July 2024 (or, in the event of an adjournment of the General Meeting, 48-hours (excluding any part of such 48-hour period falling on a non-business day) before the time appointed for the adjourned meeting).

If the yellow Form of Proxy for the General Meeting is not lodged by the relevant time, it will be invalid.

(b) Online appointment of proxies

As an alternative to completing and returning the printed yellow Form of Proxy, proxies may be appointed electronically by logging on to the following website: www.signalshares.com, selecting the "Proxy Vote" button and following the instructions therein. For an electronic proxy appointment to be valid, the appointment must be received by Link Group not later than 2:45 p.m. on 10 July 2024 or, in the event of an adjournment of the General Meeting, 48 hours (excluding any part of such 48 hour period falling on a non-business day) before the time appointed for the adjourned meeting. Full details of the procedure to be followed to appoint a proxy electronically are given on the website.

(c) Electronic appointment of proxies through CREST

If you hold Tyman Shares in uncertificated form through CREST and wish to appoint a proxy or proxies for the General Meeting (or any adjournment thereof) by using the CREST electronic proxy appointment service, you may do so by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed any voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with the specifications of Euroclear and must contain the information required for such instructions as described in the CREST Manual. The message (regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy) must, in order to be valid, be transmitted so as to be received by Link Group (ID: RA10) not later than 2:45 p.m. on 10 July 2024 (or, in the event of an adjournment of the General Meeting, 48 hours (excluding any part of such 48-hour period falling on a non-business day) before the time appointed for the adjourned 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 Link Group are able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

Tyman may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the CREST Regulations.

3. Appointment of a proxy by joint holders

In the case of joint holders, where more than one of the joint holders purports to appoint one or more proxies, only the purported appointment submitted by the most senior holder will be accepted. Seniority shall be determined by the order in which the names of the joint holders stand in the Company's register of members in respect of the joint holding.

4. Corporate representatives

Any corporation (including a company) which is a shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers, provided that if two or more representatives purport to vote in respect of the same shares: if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way; and in other cases, the power is treated as not exercised.

5. Votes to be taken by a poll and results

At the General Meeting, voting on the Special Resolution will be by poll. The results of the poll will be announced through a Regulatory Information Service and published on the Company's website as soon as reasonably practicable following the conclusion of the General Meeting.

6. Nominated persons

Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.

The statement of the rights of shareholders in relation to appointment of proxies in paragraph 2 above does not apply to Nominated Persons. The rights described in that paragraph can only be exercised by shareholders of the Company.

7. Issued share capital and total voting rights

As at 4 June 2024 (being the latest practicable date prior to the publication of this notice), the Company's issued share capital consisted of 196,762,059 ordinary shares of 5 pence each, carrying one vote each. Therefore, the total voting rights in the Company as at 10 June 2024 were 196,322,249 votes.

8. Right to ask questions

Any member attending the General Meeting has a right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the General Meeting but no such answer need be given if: (a) to do so would interfere unduly with the preparation for the General Meeting or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; or (c) it is undesirable in the interests of the Company or the good order of the General Meeting that the question be answered.

9. Further questions

Tyman Shareholders who have any queries about the General Meeting should contact the Shareholder Helpline operated by Link Group, on +44 (0) 371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9:00 a.m. to 5:30 p.m., Monday to Friday, excluding public holidays in England and Wales. Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Tyman Shareholders may not use any electronic address provided in this notice or in any related documents to communicate with the Company for any purpose other than those expressly stated. Any electronic communications, including the lodgement of any electronic proxy form, received by the Company, or its agents, that is found to contain any virus will not be accepted.

PART FIFTEEN

QUANTIFIED FINANCIAL BENEFITS STATEMENT

Paragraph 3 (Background to and reasons for the Transaction) of Part One (Letter from the Chairman of Tyman plc) of this document contains statements of estimated cost savings and synergies arising from the Transaction (together, the "Quantified Financial Benefits Statement").

A copy of the Quantified Financial Benefits Statement is set out below:

"The Quanex Directors, having reviewed and analyzed the potential cost synergies of the Transaction, and taking into account the factors they can influence, believe that the Enlarged Group can deliver approximately US\$30 million of pre-tax recurring cost synergies on an annual run-rate basis, expected to be realized by the end of the second full year following completion of the Transaction.

The quantified cost synergies, which are expected to originate from the cost bases of both Quanex and Tyman, are expected to be realized primarily from:

approximately 30 per cent. in corporate and listing related costs, generated from de-duplication and rationalization of public company costs and of executive leadership;
approximately 30 per cent. in procurement savings from scale economies and consolidation of overlapping spend categories; and
approximately 40 per cent. in savings from consolidation and de-duplication of overlapping administrative and commercial functions and activities.

The Quanex Directors estimate that the realization of the identified cost synergies will result in oneoff costs to achieve of approximately US\$35 million in aggregate over the first two years post completion of the Transaction.

Potential areas of dis-synergy expected to arise in connection with the Transaction have been considered and were determined by the Quanex Directors to be immaterial for the analysis.

Further information on the bases of belief supporting the Quantified Financial Benefits Statement, including the principal assumptions and sources of information, is set out below.

Bases of Belief and Principal Assumptions for the Quantified Financial Benefits Statement

In preparing the Quantified Financial Benefits Statement, Tyman has provided Quanex with certain operating and financial information to facilitate a detailed analysis in support of evaluating the potential synergies available from the Transaction. Where possible, estimated benefits and costs have been calculated on a bottom-up basis. In circumstances where data has been limited for commercial, regulatory, or other reasons, Quanex management has made estimates and assumptions to aid its development of individual synergy initiatives. The assessment and quantification of the potential synergies have, in turn, been informed by Quanex management's industry experience and knowledge of the existing businesses, together with consultation with Tyman.

The synergy assumptions have been risk-adjusted.

The cost bases used as the basis for the Quantified Financial Benefits Statement are Quanex last twelve months to 31 January 2024 (with adjustments made to reflect non-recurring items) and manpower costs and headcount data as of 25 March 2024, and Tyman audited financial results and headcount data for the year ending 31 December 2023 (with adjustments made to reflect nonrecurring items and expected future changes in certain costs).

In arriving at the Quantified Financial Benefits Statement, the Quanex Directors have assumed:

No material change to macroeconomic, political, legal, or regulatory conditions in the markets or regions in which Quanex and Tyman operate;
No material change in accounting standards;
No material change in the underlying operations of either business from the Transaction;
No material impact from divestments from either the Quanex or Tyman existing businesses;
No material change in tax legislation, tax rates, or other legislation in the UK or US that could materially impact the ability to achieve any benefits;
No material change in current foreign exchange rates;
Foreign exchange conversions based on 3 April 2024 spot rates;
The Enlarged Group will be publicly listed in the United States.

In addition, the Quanex Directors have assumed that the cost synergies are substantively within Quanex's control, albeit that certain elements are dependent in part on negotiations with third parties.

Reports

As required by Rule 28.1(a) of the Takeover Code, KPMG LLP, as reporting accountants to Quanex, and UBS, as financial adviser to Quanex, have provided the reports required under that Rule. Copies of these reports are included in Parts B and C (respectively) of Appendix 4 to the Announcement. Each of KPMG LLP and UBS has given and not withdrawn its consent to the publication of their respective reports in the Announcement in the form and context in which it is included.

As required by Rule 27.2(d) of the Takeover Code, the Quanex Directors confirm that:

the Quantified Financial Benefits Statement remains valid; and
each of KPMG LLP and UBS has confirmed that their respective reports dated 22 April 2024 and produced in connection with the Quantified Financial Benefits Statement continue to apply. Such reports were issued solely to comply with Rule 28.1(a) of the Takeover Code and do not form part of this document.

Notes

1. The Quantified Financial Benefits Statement relates to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. In addition, due to the scale of the Enlarged Group, there may be additional changes to the Enlarged Group's operations. As a result, the estimated synergies referred to may not be achieved, or may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated.
1. The Quantified Financial Benefits Statement should not be construed as a profit forecast or interpreted to mean that Quanex's earnings in the first full year following completion of the Acquisition, or in any subsequent period, will necessarily match or be greater than or be less than those of Quanex or Tyman for the relevant preceding financial period or any other period.
1. For the purposes of Rule 28 of the Takeover Code, the Quantified Financial Benefits Statement is the responsibility of Quanex and the Quanex Directors.

PART SIXTEEN

Q&A FOR HOLDERS OF UNCERTIFICATED TYMAN SHARES

1. I am a Tyman shareholder who holds my Tyman Shares through CREST, if the Transaction becomes Effective, what will happen to my Tyman Shares?

Under the terms of the Transaction, every Scheme Shareholder at the Scheme Record Time will receive, subject to the terms and conditions set out in Part 3 (Conditions to the Implementation of the Scheme and to the Transaction) of this document, 240.0 pence in cash and 0.05715 of a New Quanex Share for each Scheme Share (the "Main Offer").

Tyman Shareholders in Restricted Jurisdictions are not eligible to elect for the Capped All-Share Alternative.

If the Scheme becomes Effective, Scheme Shareholders who do not validly elect for the Capped All-Share Alternative will automatically receive the Main Offer for their entire holding of Tyman Shares.

Unlike Tyman Shares, the Quanex Shares are not capable of being held, transferred or settled through the CREST settlement systems. For this reason, Scheme Shareholders who hold their Tyman Shares in uncertificated form through CREST ("Tyman CREST Shareholders") (directly or through a broker or other nominee with a CREST account) immediately prior to the Scheme Record Time will not be issued New Quanex Shares directly, but will instead be issued Quanex CREST Depositary Interests ("Quanex CDIs") (representing an entitlement to New Quanex Shares) through an existing CDI programme administered through CREST in respect of Quanex Shares.

The Quanex CDIs will be issued by CREST Depository Limited through CREST to the Receiving Agent, as receiving agent for delivery to the securities deposit account in CREST in which each such uncertificated Scheme Shareholder previously held Scheme Shares. A custody fee, as determined by CREST from time to time, is charged at the user level (i.e. to the holder of Quanex CDIs).

Quanex and Tyman will enter into arrangements with the Receiving Agent pursuant to which the Receiving Agent and Euroclear will make arrangements to credit the appropriate stock account in CREST of the relevant Scheme Shareholder with such relevant Scheme Shareholder's entitlement to Quanex CDIs as soon as practicable after the Effective Date and in any event within 14 days thereof. The stock account concerned will be an account under the same participant ID and member account ID under which the relevant CREST shareholder holds the relevant Scheme Shares.

In respect of your Tyman Shares, with effect from close of trading on the last day of dealings in Tyman Shares prior to the Effective Date, each holding of Scheme Shares credited to any stock account in CREST will be disabled and all Scheme Shares will be removed from CREST in due course.

If Tyman or Quanex reasonably believes or is advised that a Tyman Shareholder is a Restricted Shareholder, Quanex may at its discretion determine that either (i) such Tyman Shareholder shall not have allotted or issued to him Quanex CDIs and that the Quanex CDIs which would otherwise have been attributable to such Tyman Shareholder under the terms of the Transaction shall be sold in the market and the cash proceeds of such sale forwarded to such Tyman Shareholder or (ii) the Quanex CDIs shall be issued to such Tyman Shareholder but shall be sold in the market on his behalf and the cash proceeds of such sale forwarded to the relevant Tyman Shareholder (in each case after deduction of broking fees and other sale costs and expenses).

2. What is a CDI and why are they necessary?

A "CDI" stands for a CREST Depository Interest. A CDI is a UK security that represents a stock traded on an exchange outside the UK. CDIs were created to allow overseas stocks to be held and settled through CREST in the UK in the same way as trades in UK shares.

As Quanex is a US company organised under the laws of the State of Delaware, it will not be possible for New Quanex Shares to be held directly in CREST in the same way as the Scheme Shares are. Following the Transaction, as is customary in these circumstances, Quanex CDIs will be issued to Scheme Shareholders who held their Scheme Shares through CREST to allow settlement to take place efficiently on as close as possible to a like-for-like basis.

Euroclear UK & International Limited ("Euroclear") operates the CREST system. You can find out more information on CREST and CDIs by visiting the Euroclear website at www.euroclear.co.uk.

The ISIN for the Quanex CDIs is US7476191041.

3. What is the relationship between New Quanex Shares and Quanex CDIs and how are they held?

Under the arrangements, one Quanex CDI will represent one Quanex Share.

Holders of Quanex CDIs are not registered holders of the New Quanex Shares. Instead the New Quanex Shares underlying all of the Quanex CDIs are held on trust for the Quanex CDI holders. The terms on which CDIs are issued and held in CREST are set out in the CREST Manual (and, in particular, the deed poll set out in the CREST International Manual) and the CREST Terms and Conditions issued by Euroclear.

4. What will I be able to do with Quanex CDIs?

You can continue to hold your Quanex CDIs through CREST.

You can instruct your broker to make arrangements to sell the Quanex Shares underlying your Quanex CDIs (see the third paragraph of Question 9 below).

You can instruct your broker to sell your Quanex CDIs to another CREST participant (to the extent a counterparty is found) (see the second paragraph of Question 9 below).

You may wish to hold Quanex Shares via DRS rather than hold Quanex CDIs in CREST. In this instance you should direct your broker to make arrangements for the Quanex CDIs to be cancelled and for the Quanex Shares underlying the Quanex CDIs to be deposited into your nominated US brokerage account (see Question 10 below).

5. Do Quanex CDI holders have full economic rights over the underlying Quanex Shares?

Yes, the Quanex CDIs will reflect the same economic rights as are attached to the New Quanex Shares.

6. If Quanex declares a dividend on Quanex Shares, as a holder of Quanex CDIs, would I receive USD or pound sterling?

Proceeds to Quanex CDI holders resulting from the payment of any dividends by Quanex will be paid on Quanex CDIs in USD as the default. Alternatively, such dividends may be paid in a participant's preferred currency stated within the CREST system (either USD, pounds sterling or euros).

Please note that your broker may apply currency conversion charges for converting USD to or from pounds sterling or euros for any conversion of dividend proceeds. For more information on these charges, please consult your broker.

7. What are the costs associated with holding Quanex CDIs?

A custody fee, as determined by CREST from time to time, is charged to the holder of Quanex CDIs. You should consult your broker for details of any charges applicable to you.

Should a Scheme Shareholder wish to hold Quanex Shares via DRS rather than hold Quanex CDIs (representing an entitlement to New Quanex Shares), standard CREST tariff fees will apply to CREST members for utilising the CREST International Settlement Links Service in order to effect such a transfer. In this instance, you should consult your broker for details of charges applicable to you.

Should a Scheme Shareholder direct their broker to sell their Quanex CDIs in dematerialised form to another CREST member, no cross-border transfer fee is charged by CREST although standard CREST tariff fees will apply. You should consult your broker for details of charges applicable to you.

Scheme shareholders who hold Scheme Shares in certificated form should consult their broker or custodian (as applicable) for details of how they may trade their interests in New Quanex Shares and for details of all associated charges.

8. How would I vote the Quanex Shares underlying my Quanex CDIs?

Euroclear offer a general meeting and proxy voting service for relevant CDIs representing US securities in partnership with Broadridge. Holders of Quanex CDIs who wish to participate in Quanex shareholder meetings will need to ensure that they have established connectivity with the Broadridge proxy voting service to receive meeting announcements and to send their voting instructions. Full details for CREST members can be found on the following webpage: https:// my.euroclear.com/eui/en/reference/services/asset-servicing-basics/general-meetings-and-proxy-voting basics.html. Shareholders who are not direct CREST participants should refer to their broker for further information regarding Quanex shareholder voting.

Holders of Quanex CDIs will otherwise be treated in the same manner as if they were registered holders of the New Quanex Shares underlying the Quanex CDIs, in each case in accordance with applicable law and, so far as is possible, in accordance with the CREST arrangements.

9. How would I trade my Quanex CDIs?

Tyman Shareholders receiving Quanex CDIs will be able to instruct their broker to: (i) trade their Quanex CDIs with other CREST members; or (ii) make arrangements for an international transfer of the Quanex Shares underlying the Quanex CDIs to a US brokerage account using the CREST International Settlement Links Service.

You can instruct your broker to sell your Quanex CDIs "off-market" to another CREST member. In this instance, no cross-border transfer will be required. The delivering CREST member will transfer the Quanex CDIs to their CREST counterparty (to the extent a counterparty is found) either by a free of payment or versus payment CREST transaction. You should contact your broker who can provide details of the procedure to be followed, any pricing implications and the related costs.

Alternatively, you can instruct your broker to sell your Quanex CDIs by making arrangements to undertake a cross-border delivery transaction, which allows a sale of the underlying Quanex Shares to be settled in accordance with the CREST International Settlement Links Service. Your broker would need to issue an instruction to CREST to cancel the Quanex CDI holding. CREST will then transfer the relevant number of underlying Quanex Shares to a US brokerage account. Once the underlying Quanex Shares have been transferred to the relevant US brokerage account, the broker would then proceed to make an "on market" trade and remit the proceeds to you, net of any brokerage fees. You should contact your broker for further details.

Please refer to Question 11 for information on the costs of trading in Quanex CDIs.

10. How would I convert my Quanex CDIs into Quanex Shares?

Should you wish to hold Quanex Shares via DRS rather than hold Quanex CDIs in CREST, you can direct your broker to make arrangements for the Quanex CDIs to be cancelled and for the Quanex Shares underlying the Quanex CDIs to be deposited into your nominated US brokerage account. You should contact your broker who will be able to provide further details of the procedure to be followed and the related costs.

11. How much would it cost to convert my Quanex CDIs to holding Quanex Shares via DRS?

A cross-border transaction fee would be chargeable by CREST and apply to the transfer of the relevant number of Quanex Shares underlying the Quanex CDIs to be deposited into your US brokerage account.

In addition, brokers are likely to charge an additional administrative fee associated with this transaction and any subsequent trading instruction, with such fees varying between brokers. Additional fees may also be applied by market participants and brokers in the jurisdictions where trades in Quanex CDIs are settled.

For more information on the fees associated with converting your Quanex CDIs to holding Quanex Shares via DRS, please consult your broker.

DISCLAIMER. The information which is summarised herein does not constitute financial or other professional advice and is general in nature. You should consult your broker or financial adviser, as appropriate, if you have any specific questions concerning this information.

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Tyman PLC — Proxy Solicitation & Information Statement 2024

4865_rns_2024-06-11_d4be2cf1-0f05-4413-9ee9-244277f2cf08.pdf

Recommended cash and share offer for

Tyman plc

Quanex Building Products Corporation

IMPORTANT NOTICE TO SCHEME SHARHEOLDERS WITH TYMAN SHARES IN CERTIFICATED FORM (THOSE HOLDING TYMAN SHARE CERTIFICATES)

IMPORTANT NOTICE TO SCHEME SHAREHOLDERS WITH TYMAN SHARES IN UNCERTIFICATED FORM (SHARES HELD IN CREST)

Elections

Other important information

IMPORTANT NOTICE

Overseas shareholders

Important additional information will be filed with the SEC

Participants in the solicitation

Forward-looking statements

Notice to US investors in Tyman

No profit forecast and profit estimate

Use of Non-GAAP financial information

Quantified Financial Benefits Statement

Disclosure requirements of the Takeover Code

Rounding

Exchange Rate

Publication on website and availability of hard copies

Electronic communications

ACTION TO BE TAKEN

IMPORTANT NOTICE TO SCHEME SHARHEOLDERS WITH TYMAN SHARES IN CERTIFICATED FORM (THOSE HOLDING TYMAN SHARE CERTIFICATES)

1. Documents

2. Voting at the Court Meeting and the General Meeting

(a) Sending Forms of Proxy by post

(b) Online appointment of proxies

(c) Electronic appointment of proxies through CREST

(d) Elections for the Capped All-Share Alternative

IMPORTANT NOTICE TO SCHEME SHARHEOLDERS WITH TYMAN SHARES IN CERTIFICATED FORM (THOSE HOLDING TYMAN SHARE CERTIFICATES)

Holders of Scheme Shares in certificated form (not in CREST) making an election under the Capped All-Share Alternative

Holders of Scheme Shares in uncertificated form (in CREST) making an election under the Capped All-Share Alternative

(e) Indirect Scheme Shareholders

(f) Tyman Share Plans

Shareholder helpline

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Notes:

TABLE OF CONTENTS

Page

Part One

LETTER FROM THE CHAIRMAN OF TYMAN PLC

RECOMMENDED CASH AND SHARE OFFER FOR TYMAN PLC BY QUANEX BUILDING PRODUCTS CORPORATION

1. Introduction

2. Summary of the terms of the Transaction

240.0 pence in cash and 0.05715 of a New Quanex Share for each Scheme Share (the "Main Offer")

Capped All-Share Alternative

Dividends

Conditions to the Transaction

Board Observer Right

3. Background to and reasons for the Transaction

Aligns with Quanex's "BIGGER" strategic roadmap for growth and value creation

Creates a larger, more diversified supplier of components and access solutions to customers in the building products sector

Strengthens brand leadership with the addition of Tyman's highly regarded family of brands and complementary product portfolio

Enhances financial profile of the Enlarged Group by accelerating growth and increasing profitability

Substantial value creation unlocked for both Tyman and Quanex shareholders through a material synergy opportunity

Significant recurring cost synergies opportunity

Revenue synergies opportunity

4. Background to and reasons for the Tyman Directors' recommendation

5. Irrevocable undertakings

Tyman Directors

Tyman Shareholders

6. Quanex Stockholder Approval

7. Information relating to Quanex

8. Information relating to Tyman

9. Tyman Current trading

Current trading and outlook

The trading update provided at Tyman's 2024 Annual General Meeting on 16 May 2024

10. Quanex Current trading

11. Directors, management, employees, pensions, research and development and locations Board and executive leadership of the Enlarged Group

Employees and management

Pension schemes

Headquarters and locations, business, assets, research and development

Brands

Existing Trading Facilities

Statements

Tyman Share Plans

Dividends

Tyman PLC Proxy Solicitation & Information Statement 2024