TI Fluid : Rule 9 Waiver Circular dated 6 September 2023

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about the contents of this document or the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the FSMA immediately.

If you have either sold or transferred all of your ordinary shares in TI Fluid Systems plc, please send this document and any other documents, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass the documents to the person who now holds the shares.

TI Fluid Systems plc

Notice of General Meeting

Approval of Rule 9 Panel Waiver

This document should be read as a whole. Your attention is drawn to the letter from the Chair of TI Fluid Systems plc set out on pages 3 to 5 of this document, which contains the recommendation by the Independent Directors to vote in favour of the Waiver Resolution to be proposed at the General Meeting.

Peel Hunt LLP ("Peel Hunt"), is acting exclusively for the Company and no one else in connection with the Waiver Resolution and neither Peel Hunt nor any of its affiliates will be responsible to anyone other than the Company (whether or not a recipient of this document) for providing the protections afforded to clients of Peel Hunt nor for providing advice in relation to the proposals described in this document or any other matter referred to in this document. Persons other than the Company are recommended to seek their own financial and other professional advice.

Apart from the responsibilities and liabilities, if any, which may be imposed on Peel Hunt by the FSMA or the regulatory regime established thereunder, neither Peel Hunt nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this document, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it or on its behalf, in connection with the Company or the Waiver Resolution. Nothing in this document is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Peel Hunt, on behalf of itself and each of its affiliates, accordingly disclaims all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this document or any such statement.

Notice of the General Meeting of the Company to be held at the offices of Latham & Watkins (London) LLP, 99 Bishopsgate, London EC2M 3XF at 2 pm on 22 September 2023 is set out in Part 4 of this document. Shareholders will also find enclosed with this document a Proxy Form to use in connection with the General Meeting.

To be valid, the Proxy Form must be completed, signed and returned in accordance with the instructions printed thereon, as soon as possible and, in any event, so as to reach the Company's Registrar, Equiniti, as soon as possibly and in any event, not later than 2 pm on 20 September 2023, being 48 working hours before the time appointed for holding the General Meeting. You may appoint a proxy in CREST by completing and transmitting a CREST proxy instruction to Equiniti so that it is received by no later than 2 pm on 20 September 2023. The Proxy Form can be delivered by post or by hand to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA.

Completion and return of a Proxy Form will not preclude Shareholders from attending and voting at the General Meeting should they choose to do so. Further instructions relating to the Proxy Form are set out in the Notice of the General Meeting.

6 September 2023

Contents

		Page
Expected Timetable	2
Part 1	- Letter from the Chair	3-5
Part 2	- Additional Information relating to the Waiver Resolution	6-12
Part 3	- Definitions	13-14
Part 4	- Notice of the General Meeting	15-16

Expected Timetable

Date of publication of Circular	6	September 2023
Latest Time and date for receipt of Forms of Proxy for the General Meeting	2 pm on 20	September 2023
General Meeting	2 pm on 22	September 2023
Announcement of the result of the General Meeting	22	September 2023

Each of the times and dates in the above expected timetable may be extended without further notice. If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to Shareholders by an announcement through a Regulatory Information Service. All references are to London time unless otherwise stated.

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TI Fluid Systems plc

Part 1 - Letter from the Chair

TI Fluid Systems plc 4650 Kingsgate

Oxford Business Park South Cascade Way

Oxford OX4 2SU

Telephone [phone]

www.tifluidsystems.com

6 September 2023

Dear Shareholder,

TI Fluid Systems plc - General Meeting

Introduction

I am pleased to send you details of a general meeting (the "General Meeting") of TI Fluid Systems plc (the "Company") which will be held at 2 pm on 22 September 2023 at the offices of Latham & Watkins (London) LLP, 99 Bishopsgate, London EC2M 3XF. The Notice of the General Meeting is set out in Part 4 of this document.

At the Company's annual general meeting for 2023 held on 16 May 2023 (the "2023 AGM"), the shareholders of the Company approved resolution 19 and in doing so granted the Company authority to purchase Ordinary Shares in the market during the period from the end of the 2023 AGM until the earlier of the close of business on 16 August 2024 or the end of the Company's annual general meeting for 2024 (the "Buy Back Authority").

The purpose of this Circular is to set out the business to be considered at the General Meeting. At the General Meeting, the Company will seek approval of the waiver granted by the Panel of the obligation that would otherwise arise on any member of the Concert Party to make a general offer to Shareholders pursuant to Rule 9 of the Code as a result of the potential exercise by the Company, prior to the Company's annual general meeting for 2024, of the Buy Back Authority (the "Waiver Resolution"). Approval by the Shareholders of the Waiver Resolution is a pre-condition to the exercise of the Buy Back Authority by the Company.

This Circular provides Independent Shareholders with the details of the Waiver Resolution and the recommendation of the Independent Directors in relation to the Waiver Resolution.

I would encourage Shareholders to submit their Proxy Forms on the Waiver Resolution as soon as possible. Further instructions on completion of Proxy Forms are set out on pages 15 and 16 of this document. Completion and return of a Proxy Form will not preclude Shareholders from attending and voting at the General Meeting should they choose to do so.

Your attention is drawn to:

1. Part 2 of this document which contains certain additional information relating to the Waiver Resolution;
2. Part 3 of this document which contains the definitions which apply throughout this document unless the context requires otherwise; and
3. the Notice of the General Meeting set out in Part 4 of this document.

The Buyback Authority

The Buy Back Authority authorises the Company to purchase up to 52,026,914 Ordinary Shares, representing approximately 10% of the Company's issued ordinary share capital in issue as at 4 April 2023 (being the last practicable date prior to the publication of the notice of the 2023 AGM).

The maximum price payable for each Ordinary Share following any exercise of the Buy Back Authority by the Company, exclusive of expenses, shall be the higher of (i) an amount equal to 5% above the average price of the middle market quotation as derived from the Daily Official List of London Stock Exchange for the Ordinary Shares for the five Business Days before the purchase is made and, (ii) the higher of the price of the last independent trade and highest current independent bid on the trading venue where the purchase is carried out at the relevant time. The minimum price payable for each Ordinary Share, exclusive of expenses, shall not be less than £0.01 per Ordinary Share, being the nominal value of the Ordinary Shares.

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TI Fluid Systems plc

It is the Directors' intention only to exercise the Buy Back Authority to purchase Ordinary Shares where it could be expected to result in an increase the earnings per share of the Ordinary Shares. The Buy Back Authority will only be used if the Directors consider that to do so would be in the best interests of Shareholders generally. Ordinary Shares purchased by the Company pursuant to the Buy Back Authority may be held in treasury or cancelled. Holding the shares in treasury would give the Company the ability to reissue treasury shares quickly and cost effectively and would provide the Company with greater flexibility in the management of its capital base.

The Waiver Resolution

As an English company which has its shares admitted to listing on the premium segment of the Official List and admitted to trading on the main market of the London Stock Exchange, the Company is subject to the Code.

Under Rule 9 of the Code any person who acquires an interest in shares which, taken together with shares in which that person or any person acting in concert with that person is interested, carry 30% or more of the voting rights of a company which is subject to the Code is normally required to make an offer to all the remaining shareholders to acquire their shares.

Similarly, when any person, together with persons acting in concert with that person, is interested in shares which in the aggregate carry not less than 30% of the voting rights of such a company but does not hold shares carrying more than 50% of the voting rights of the company, an offer will normally be required if such person or any person acting

in concert with that person acquires a further interest in shares which increases the percentage of shares carrying voting rights in which that person is interested.

An offer under Rule 9 must be made in cash at the highest price paid by the person required to make the offer, or any person acting in concert with such person, for any interest in shares of the company during the 12 months prior to the announcement of the offer.

The Company intends to seek the approval of the Independent Shareholders for the Waiver Resolution. If the Waiver Resolution is approved, such approval shall expire at the conclusion of the next annual general meeting of the Company to be held after the passing of the Waiver Resolution.

Shareholders should note that, if the Waiver Resolution is approved at the General Meeting, any further increase in the Concert Party's aggregate interest in Ordinary Shares (other than pursuant to the exercise by the Company of the Buy Back Authority) or an acquisition of further Ordinary Shares by any member of the Concert Party will be subject to the provisions of Rule 9 of the Code.

The Waiver Resolution is not expected to have any effect on the Company's interests, including employment.

The Concert Party

BC Omega is currently interested in an aggregate of 191,064,632 Ordinary Shares, representing 36.72% of the issued share capital of the Company. BC Omega is wholly and indirectly owned and controlled by the Bain Funds which are affiliates of, and funds advised by, Bain Capital or its affiliates.

Bain Capital, the Bain Funds, the directors of BC Omega and the Bain Directors are presumed to be acting in concert with BC Omega for the purposes of Rule 9 of the Code. No member of the Concert Party other than BC Omega holds any shares in the Company.

On 25 September 2017, the Company and the Bain Shareholders and the Company entered into a relationship agreement (the "Relationship Agreement") to regulate their relationship and ensure that the Company is capable of operating and making decisions for the benefit of Shareholders as a whole and independently of the Bain Shareholders at all times. As a result, BC Omega cannot influence the Company to carry out its own intentions or strategic plans for the Company, other than in its capacity as Shareholder.

Part 1 - Letter from the Chair

continued

Effect of the exercise of the Buy Back Authority on the interests of the Concert Party

As at the Latest Practicable Date, the issued share capital of the Company was 520,269,141 Ordinary Shares and there are no Ordinary Shares held in treasury. If the Company were to repurchase from persons other than BC Omega all the Ordinary Shares that it is authorised to repurchase under the Buy Back Authority, BC Omega's interest in shares would (assuming no other allotments of Ordinary Shares) increase to 40.80% of the issued share capital of the Company (excluding treasury shares) by virtue of such actions.

Impact of Rule 37 of the Code

Under Rule 37 of the Code, when a company redeems or purchases its own voting shares, any resulting increase in the percentage of shares carrying voting rights in which a person or group of persons acting in concert is interested will be treated as an acquisition for the purposes of Rule 9 of the Code.

Rule 37 of the Code provides that, subject to prior consultation, the Panel will normally waive any resulting obligation to make a general offer if there is a vote of independent shareholders and a procedure to obtain the consent of independent shareholders of the Company along the lines of that set out in Appendix 1 to the Code is followed. Under Note

1 to Rule 37 of the Code, a person who exceeds the limits in Rule 9.1 of the Code as a result of a company's purchase of its own shares will not normally incur an obligation to make a mandatory offer unless that person is a director, or the relationship of the person with any one or more of the directors is such that the person is, or is presumed to be, concert parties with any of the directors. However, there is no presumption that all the directors (or any two or more directors) are concert parties solely by reason of a proposed purchase by a company of its own shares, or the decision to seek shareholders' authority for any such purchase.

The Bain Shareholders will not fall within the exception in Note 1 to Rule 37 as they have the right to appoint nominee directors to the board of the Company pursuant to the Relationship Agreement. The Bain Shareholders have exercised this right by appointing the Bain Directors to the board of the Company.

An increase in the percentage of the Ordinary Shares carrying voting rights in which BC Omega is interested, as a result of any exercise by the Company of the Buy Back Authority, would ordinarily result in BC Omega being under an obligation to make a general offer to all Shareholders under Rule 9 of the Code.

Panel waiver

The Company has agreed with the Bain Shareholders that it will not undertake any transaction that may reasonably be expected to give rise to an obligation for the Bain Shareholders to make an offer under Rule 9 of the Code, unless the Company has first obtained a waiver of Rule 9 from the Independent Shareholders in accordance with Appendix 1 to the Code or has otherwise obtained the necessary waivers or consents from the Panel to prevent such obligation from applying.

The Company has applied to the Panel for a waiver of Rule 9 of the Code in order to permit the Company to make market purchases under the Buy Back Authority to be exercised by the Directors (if such authority

is approved by Shareholders) without triggering an obligation on the part of BC Omega to make a general offer to Shareholders. The Panel has agreed, subject to the Independent Shareholders' approval on a poll, to waive the requirement for BC Omega to make a general offer to all Shareholders where such an obligation would arise as a result of purchases by the Company of up to 52,026,914 ordinary shares pursuant to the Buy Back Authority.

The waiver granted by the Panel will only remain in effect until the conclusion of the annual general meeting of the Company for 2024. The Directors anticipate that they will seek Shareholder approval on an annual basis of the waiver of any Rule 9 obligation which may arise as a result of the exercise of a renewed buyback authority.

Intentions of the Concert Party

Bain Capital has no intention that, following any increase in its shareholding as a result of any repurchase of Ordinary Shares pursuant to the exercise by the Company of the Buy Back Authority, the business of the Company should be run in any way differently from the manner in which it is run at present.

In particular, Bain Capital remains fully supportive of the Company's management and in accordance with the Relationship Agreement, has itself no intention to:

1. make any change to the future business of the Company or its subsidiaries including the Company's and its subsidiaries' research and development functions;
2. make any change to the continued employment of the employees and management of the Company and of its subsidiaries, including any material change in the conditions of employment or in the balance of the skills and functions of the employees and management of the Company and of its subsidiaries;
3. make any change to its strategic plans for the Company and the locations of the Company's places of business including the location of the Company's headquarters and headquarters functions;
4. make any change to employer contributions into the Company's pension scheme(s) (including with regard to current arrangements for the funding of any scheme deficit), the accrual of benefits for existing members, and the admission of new members;
5. redeploy the fixed assets of the Company; and
6. make any change to any existing trading facilities for the relevant securities of the Company.

No member of the Concert Party has any current intention to purchase any additional Ordinary Shares during the period covered by the Buy Back Authority.

If the Waiver Resolution is passed at the General Meeting, the Concert Party will not be restricted from making an offer for the Company.

Intentions of the Directors

The Directors intend to maintain the listing of the Ordinary Shares of the Company on the premium segment of the Official List for the foreseeable future and anticipate that they will seek Shareholder approval on an annual basis of the waiver of any Rule 9 obligation which may arise as a result of the exercise of a renewed buy back authority.

Risks associated with Waiver Resolution

In considering your voting decisions in relation to the Waiver Resolution, you are referred to the risks set out below. Only those risks relating

to the Waiver Resolution which are material and currently known to the Company are set out below. Additional risks and uncertainties not currently known to the Company, or that the Company currently deems to be immaterial, may also have an adverse effect on the Company.

• The Independent Shareholders should note that, if the Waiver Resolution is approved and, as a result of the exercise of the Buy Back Authority, the Concert Party's aggregate shareholding in the Company is increased, the Concert Party would be able to exercise greater control over the conduct of the Company than is currently already the case.
• The Independent Shareholders should note that the approval of the Waiver Resolution does not provide any guarantee that in any future situation where Rule 9 of the Code were to become relevant to the Company (whether in relation to the Concert Party or otherwise) the Panel would be similarly willing to grant a waiver.

Implementing the Waiver Resolution

The Waiver Resolution will be proposed as an ordinary resolution and, in order to comply with the Code, will be taken on a poll. This means that for the Waiver Resolution to be passed, more than half of the votes of Independent Shareholders present and voting at the General Meeting in person or by proxy must be cast in favour of the Waiver Resolution.

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TI Fluid Systems plc

Part 1 - Letter from the Chair

continued

Recommendation

In the opinion of the Independent Directors, the Waiver Resolution is in the best interests of the Company and Shareholders as a whole and is most likely to promote the success of the Company. The Bain Directors make no recommendation with regard to the Waiver Resolution as, in accordance with the provisions of the Code, BC Omega is considered to be interested in the outcome of the Waiver Resolution. The Bain Directors do not own Ordinary Shares in the Company.

The Independent Directors, who have been so advised by Peel Hunt, consider the waiver granted by the Panel of the obligation that would otherwise arise on any member of the Concert Party to make a general offer to Shareholders pursuant to Rule 9 of the Code as a result of the potential exercise by the Company, prior to the Company's annual general meeting for 2024, of the Buy Back Authority to be fair and reasonable and in the best interests of the Independent Shareholders and the Company as a whole. In providing its advice to the Independent Directors, Peel Hunt has taken account of the Directors' (excluding the Bain Directors') commercial assessments. Accordingly, the Independent Directors unanimously recommend that the Independent Shareholders vote in favour of the Waiver Resolution to be proposed at the General Meeting, as the Independent Directors intend to do in respect of their own beneficial holdings of Ordinary Shares, which amount to approximately 0.31% of the issued Ordinary Shares as at the Latest Practicable Date.

Yours faithfully,

Tim Cobbold

Chair

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TI Fluid Systems plc