Apr 5, 2023

04/05/2023 | 09:31am EDT Message : This document is important and requires your immediate attention. If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant, or other independent professional adviser duly authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all of your ordinary shares, please pass this document together with the accompanying Form of Proxy to the purchaser or transferee, or to the person who arranged the sale or transfer, so they can pass these documents to the person who now holds the ordinary shares. Annual General Meeting 2023 Explanatory Notes This document contains Notice of the Annual General Meeting of TT Electronics plc (the "Company") to be held at the offices of Allen & Overy LLP, One Bishops Square, London, E1 6AD on Tuesday 9 May 2023 at 4.00pm, together with explanatory notes regarding the business of the meeting. The Board considers that all the resolutions to be put to the meeting are in the best interests of the Company and its shareholders as a whole and recommends that you vote in favour of all the resolutions. Please complete and submit a Form of Proxy in accordance with the instructions printed on the enclosed form. The Form of Proxy must be received by the Company's registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, as soon as possible, and in any event no later than 4.00pm on Sunday 7 May 2023. For further details please see the Notes set out on pages 10 to 12 of this document. Completion and return of the Form of Proxy will not preclude you from attending and voting at the Annual General Meeting in person. NOTICE OF MEETING | NOTICE OF ANNUAL GENERAL MEETING Contents 04 07 Dear Shareholder, I am pleased to invite you to our Annual General Meeting ("AGM") which we will be holding at the offices of Allen & Overy LLP, One Bishops Square, London, E1 6AD on Tuesday 9 May 2023 at 4.00pm. The AGM is an important opportunity for the Board of TT Electronics to engage with our shareholders and your vote is, as always, very important to us. AGM arrangements and voting We are looking forward to welcoming shareholders in person at our AGM, and if you plan to join us at the meeting, an attendance card is enclosed and directions to the venue can be found on the last page of this booklet. If you are unable to attend the AGM I would urge you to vote on each of the resolutions set out in this Notice by either: registering your vote online at www.sharevote.co.uk; if you are a CREST member, submitting your proxy through the CREST Electronic Proxy Appointment Service (ID RA19); or completing and returning the enclosed Form of Proxy to our registrar, in each case so it is received no later than 4.00pm on 7 May 2023. In line with best practice, voting at the AGM will be on a poll, so that every vote is duly recognised. We are keen to hear all your views, and to answer your questions on the business of the AGM. If you are able to attend the AGM in person you will be able to ask questions during the meeting in the normal way. If you are unable to attend the AGM in person, you can submit any questions in advance by emailing us at company.secretary@ttelectronics.com as soon as possible and before close of business on Friday 28 April 2023. This will enable us to respond to you before the deadline for appointing proxies, so that you can make a fully informed voting decision. Please include your full name and your shareholder reference number in your email. We encourage you to monitor our website https://www.ttelectronics.com/investors/agm-gm/ where we will communicate any changes to the AGM arrangements, should the need arise. Director elections and re-elections In January 2023 we announced that Wendy McMillan and Michael Ord had been appointed to the Board as non-executive directors with effect from 16 January 2023. The Board recognises both Mick and Wendy's extensive experience in working within TT's markets and are pleased to recommend their election by our shareholders at this AGM. As in previous years, each of the other Board Directors will stand for re-election at this year's AGM. A summary of the skills brought to the Board by the Directors can be found on pages 2 and 3 of this Notice. Following the outcome of the annual evaluation process, I have concluded that all Directors standing for re-election continue to be effective and to demonstrate commitment to the role. Disapplication of pre-emption rights Shareholders will recall from previous years that, as is common practice for listed companies, we request annual shareholder authorities to disapply pre-emption rights, limited in line with best practice guidance issued by the Pre-Emption Group ("PEG"). PEG published a revised Statement of Principles in November 2022, which includes an increase in the recommended limit on the disapplication of pre-emption rights and so, this year, we are seeking revised authorities (in Resolutions 17 and 18), which reflect PEG's updated guidance. The Board has no current plans regarding non-pre-emptive issues but considers it to be in the best interests of shareholders to retain flexibility in the management of the Company's capital base in line with the latest guidance. Further explanation is included on pages 8 and 9. Voting recommendation and results The Board considers that the resolutions contained in this Notice of Annual General Meeting 2023 are in the best interests of the Company and its shareholders as a whole. Accordingly, the Directors unanimously recommend that you vote "FOR" the resolutions as they intend to do in respect of their own beneficial holdings. The results of voting on all the resolutions will be announced via the Regulatory News Service and published on our website as soon as possible after the end of the AGM. Yours faithfully, Committees: Audit, Nominations, Remuneration, People, Social, Environmental and Ethics Relevant skills and experience: Jack has a background in corporate finance, investment and M&A, which he has applied in bringing a number of business ventures through to operational maturity in the engineering, telecommunications and biotechnology sectors. Jack's extensive experience of innovation and the exploitation of technology, in the private sector and through working with Government bodies, are highly relevant given the Company's transformational agenda. Awarded an OBE in 2015 for services to science and engineering, Jack was formerly a non-executivedirector of Mitie Group plc, Elcogen Group plc and Laird plc, and chairman of Ilika plc, AIM-listedSeeing Machines Limited and the Academies Enterprise Trust. He was also an investment banker at Goldman Sachs and strategy consultant at Bain & Co. Other current appointments: Non-executivedirector of Ricardo plc, Chair of the University of Bristol, non-executivedirector of the Department of Education and Member of the Board of the Henry Royce Institute for Advanced Materials. 02 TT Electronics plc Annual General Meeting 2023 NOTICE OF MEETING