Trifast : Notice of Annual General Meeting 2023

This document is important. If you are in any doubt about what action you should take, you are recommended to consult your financial adviser. If you have sold or transferred all your shares, you should send this document and the Form of Proxy to the purchaser or to the stockbroker or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

LEI 213800WFIVE6RWK3CR22 Registered number: 01919797 Registered office:

Trifast House

Bellbrook Park Uckfield East Sussex TN22 1QW

18 July 2023

Dear shareholder

Annual General Meeting

This letter explains the business to be conducted at this year's Annual General Meeting ("AGM"), which is to be held at Peel Hunt LLP, 100 Liverpool Street, London EC2M 2AT on Friday 15 September 2023 at 11.30am.

Live AGM link

Any shareholders who are unable to physically attend the AGM will be able to follow the proceedings online via the Investor Meet Company platform.

Shareholders that wish to view the AGM remotely should register for the event in advance via the following link: https://www.investormeetcompany.com/trifast-plc/register-investor.

Please note that shareholders will not be able to vote online at the AGM via the platform and are therefore requested to submit their votes via proxy as early as possible and not later than 11.30am on the day that is two working days prior to the Meeting. Shareholders are invited to submit any questions for the Board to consider. Questions can be pre submitted ahead of the AGM via the Investor Meet Company Platform up until 9am the day before the AGM or submitted at any time during the AGM itself.

Shareholders may also send any questions about the business of the AGM to the Company Secretary by email at [e-mail].

Trifast plc Notice of Annual General Meeting 2023

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Notice of Annual General Meeting Trifast plc

Explanatory notes to the business of the AGM

Ordinary Business

1. Annual Report and Financial Statements

The Directors must present their Annual Report and Financial Statements to the Meeting. This gives shareholders the opportunity to ask questions on the content before voting on the resolution.

2-3. Remuneration Report and Remuneration Policy

Shareholder approval is required for the Directors' Remuneration Report for the financial year to 31 March 2023 and proposed new Directors' Remuneration Policy. If the Directors' Remuneration Policy is changed in the future it will need to be approved by shareholders at the next general meeting of the Company, but otherwise will not be put before shareholders for a three-year period. Refer to pages 104 to 117 of the Annual Report for full details of the proposed new Remuneration Policy.

4. Dividend

The Board is recommending a final dividend of 1.50 pence per ordinary share to be paid on 13 October 2023 to shareholders on the Register of Members at the close of business on 29 September 2023.

5-10.Re-election of Directors

In accordance with the Corporate Governance Code, all Directors are subject to annual re-election. Accordingly, Jonathan Shearman, Scott Mac Meekin, Clive Watson and Claire Balmforth are offering themselves for re-election. Darren Hayes-Powell (as Chief Financial Officer) and Louis Eperjesi (as Non-Executive Director) are offering themselves for election.

Biographical details for all Directors can be found in the Annual Report on pages 68 and 69, or online at www.trifast.com.

11-12.Re-appointment of auditor and auditor's remuneration

The Company is required to appoint Auditors at each General Meeting at which its Annual Report and Accounts are presented to shareholders. Therefore, resolution 11 proposes the reappointment of BDO as Auditors (to hold office until the next such meeting), and, in accordance with normal practice, resolution 12 authorises the Directors to determine the Auditors' remuneration.

Special Business

1. Authority to allot relevant securities
   At the Company's last AGM, shareholders authorised the Directors, under section 551 of the Companies Act 2006 and the Company's Articles of Association, to allot ordinary shares and grant other share rights without the prior consent of shareholders. It is proposed by ordinary resolution to seek renewal of this authority and to so authorise the Directors for the period until the AGM in 2024 or, if sooner, 15 December 2024. The £2,245,731 nominal amount of the ordinary shares to which this authority relates (referred to as the section 551 Amount) represents approximately 33% of the nominal amount of issued share capital of the Company as at the date hereof.
2. Disapplication of pre-emption rights (unrestricted basis)
   At the Company's last AGM, the Directors were empowered to allot ordinary shares for cash without first being required to offer such shares to existing shareholders pursuant to section 561 of the Companies Act 2006 and the Company's Articles of Association. It is proposed by special resolution that this authority also be renewed for the same period as the authority under Resolution 13. The £340,262 nominal amount of ordinary shares to which limb (b) of this authority relates represents approximately 5% of the issued share capital of the Company as at the date hereof.

2	Trifast plc Notice of Annual General Meeting 2023

1. Disapplication of pre-emption rights (acquisition basis)
   In addition to the authority for disapplication of pre-emption rights set out at Resolution 14 above, in accordance with the guidance of the Pre-Emption Group, the Directors seek renewal of an additional authority to allot ordinary shares for cash without first being required to offer such shares to existing shareholders pursuant to section 561 of the Companies Act 2006 and the Company's Articles of Association for a further £340,262 nominal amount of ordinary shares representing approximately 5% of the issued share capital of the Company as at the date hereof. This allotment authority is only to be used for an acquisition or other capital investment of a kind contemplated by the Pre-Emption Group. It is proposed by special resolution that this authority be given for the same period as the authority under Resolution 13.
2. Authority to purchase shares
   This special resolution seeks renewal of the authority for the Company to make market purchases of its own shares. If passed, the resolution gives authority for the Company to purchase up to 13,610,494 ordinary shares, representing approximately 10% of the Company's issued share capital (excluding treasury shares) as at the date hereof.
   The resolution specifies the minimum and maximum prices which may be paid for any shares purchased under this authority. The authority will expire at the AGM in 2024 or, if sooner, 15 December 2024.
   The Directors only intend to exercise the authority to purchase shares where they consider that such purchases will be in the best interests of shareholders generally and will result in an increase in earnings per share.
   The Company may either cancel any shares it purchases under this authority or transfer them into treasury (and subsequently sell or transfer them out of treasury or cancel them).
3. Notice periods for general meetings
   The Companies Act 2006 allows shareholders to approve by special resolution a shorter notice period than 21 clear days to apply to general meetings, which cannot however be less than 14 clear days. Annual General Meetings will continue to be held on at least 21 clear days' notice.
   In order to enable Directors to be able to utilise this ability, Resolution 17 seeks the renewal of such approval. The approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed.

Form of Proxy

You will find enclosed the Form of Proxy for use at the AGM. You are asked to complete and return it to the Company's Registrar as soon as possible, and in any event, not later than 11.30am on the day that is two working days prior to the Meeting.

The return of the Form of Proxy will not prevent you from attending the AGM and voting in person should you wish.

Recommendation

The Directors believe that the proposals set out in the Notice of Meeting are in the best interests of the shareholders as a whole. Accordingly, they unanimously recommend that you vote in favour of these resolutions, as they intend to do in respect of their own beneficial shareholdings.

Yours sincerely

Jonathan Shearman

Chair

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Notice of Annual General Meeting Trifast plc

Notice of Meeting

Notice is hereby given that the Annual General Meeting of Trifast plc will be held at Peel Hunt LLP, 100 Liverpool Street, London EC2M 2AT on Friday 15 September 2023 at 11.30am for the following purposes:

Ordinary resolutions

1. To consider the Company's Annual Report and Financial Statements and the reports of the Directors and Auditors for the year ended 31 March 2023.
2. To receive and approve the Directors' Remuneration Report contained in the Annual Report.
3. To receive and approve the Directors' Remuneration Policy contained in the Annual Report.
4. To declare a final dividend.
5. To re-elect Jonathan Shearman as a Director.
6. To re-elect Scott Mac Meekin as a Director.
7. To re-elect Clive Watson as a Director.
8. To re-elect Claire Balmforth as a Director.
9. To elect Darren Hayes-Powell as a Director.
10. To elect Louis Eperjesi as a Director.
11. To appoint BDO LLP as auditor of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company.
12. To authorise the Directors to fix the remuneration of the auditor.
    As special business, to consider and, if thought fit, pass the following resolutions (Resolution 13 is proposed as an ordinary resolution and Resolutions 14, 15, 16 and 17 as special resolutions):
13. THAT the authority and power conferred on the Directors by the Company's Articles of Association to allot shares in the Company or to grant rights to subscribe for, or to convert any security into, shares in the Company be renewed for the period ending on the date of the Annual General Meeting in 2024 or 15 December 2024, whichever is the earlier, and for such period the section 551 Amount be £2,245,731.

Special resolutions

1. THAT the authority and power conferred on the Directors by the Company's Articles of Association to allot equity securities or to sell treasury shares wholly for cash be renewed for the period ending on the date of the Annual General Meeting in 2024 or 15 December 2024, whichever is the earlier:
2. 1. in connection with a rights issue; or
   2. otherwise than in connection with a rights issue, with a section 561 Amount of £340,262.
3. THAT in addition to the authority granted under Resolution 14, the authority and power conferred on the Directors by the Company's Articles of Association to allot equity securities or to sell treasury shares wholly for cash be further renewed for the period ending on the date of the Annual General Meeting in 2024 or 15 December 2024, whichever is the earlier, with an additional section 561 amount of £340,262 to be used only for the purposes of financing (or refinancing if the authority is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment pursuant to the Statement of Principles on Disapplying Pre-Emption Rights published by the Pre-Emption Group.

4	Trifast plc Notice of Annual General Meeting 2023

1. THAT the Company be and is hereby generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of ordinary shares of 5p each in the capital of the Company ("ordinary shares") provided that:
2. 1. the maximum number of ordinary shares which may be purchased is 13,610,494 ordinary shares;
   2. the maximum price at which ordinary shares may be purchased is an amount equal to 5% above the average of the middle market quotations for the ordinary shares as taken from the London Stock Exchange Daily Official List for the five business days preceding the date of purchase and the minimum price is 5p per ordinary share (in both cases exclusive of expenses);
   3. the authority to purchase conferred by this resolution shall expire on the date of the Annual General Meeting in 2024 or, if earlier, 15 December 2024 save that the Company may, before such expiry, enter into a contract to purchase ordinary shares under which such purchases will or may be completed or executed wholly or partly after the expiration of this authority and may make a purchase of ordinary shares in pursuance of any such contract; and
   4. all ordinary shares purchased pursuant to the said authority shall be either:
   5. 1. cancelled immediately upon completion of the purchase; or
      2. held, sold, transferred, or otherwise dealt with as treasury shares in accordance with the provisions of the Companies Act 2006.
3. THAT a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.

A member entitled to attend and vote is entitled to appoint a proxy or proxies to attend, speak and vote on his/her behalf at the Meeting. If more than one proxy is appointed each proxy must be appointed in respect of different shares held by that member. A proxy need not be a member of the Company.

By order of the Board,

Christopher Morgan

Company Secretary 18 July 2023

Registered office: Trifast House Bellbrook Park Uckfield

East Sussex

TN22 1QW

Trifast plc Notice of Annual General Meeting 2023

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