Pressure Technologies : Notice of Meeting 2021

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own independent financial advice from an independent professional adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom, or if you reside elsewhere, from another appropriately authorised independent financial adviser.

If you have sold or transferred all your ordinary shares in Pressure Technologies plc, please forward this document, together with the accompanying documents, as soon as practicable to the purchaser or transferee, or to the stockbroker, bank or other person through whom the sale or transfer was effected, so they can pass these documents to the person who now holds the shares.

Pressure Technologies plc

Registered no 6135104

Pressure Technologies plc Pressure Technologies Building Meadowhall Road

Sheffield

S9 1BT

United Kingdom

3 March 2021

Dear Shareholder

Annual General Meeting

A formal notice for the Annual General Meeting of Pressure Technologies plc (the "Company") to be held at Sopwell House, Cottonmill Lane, St Albans, Hertfordshire AL1 2HQ on Tuesday 30 March 2021 at 11.00 am, together with a copy of the annual report and financial statements for the period ended 3 October 2020 and a form of proxy for use at the Annual General Meeting accompanies this letter. The notice sets out the resolutions to be proposed at the Annual General Meeting and this letter explains the resolutions more fully.

Ordinary Business

Resolution 1: Approval of Annual Report and Financial Statements

The directors are under a duty in respect of each financial year to lay the accounts and the reports of the directors and the auditors before the Company in General Meeting.

Resolution 2: Remuneration report

The Directors' Remuneration Report Regulations 2002 ("the Regulations") do not apply to the Company. However, as a matter of good practice and in the spirit of the Regulations the Company produces a yearly report on directors' remuneration and puts an annual resolution to shareholders for approval of that report. The Directors' remuneration report for which approval is sought is set out on pages 40-42 of the Annual Report and Financial Statements for the period ended 3 October 2020. This vote will be advisory.

Resolution 3: Retirement and Re-appointment of the following directors:

• 3a: Sir Roy Alan Gardner

• 3b: Timothy John Cooper

• 3c: Brian Morley Newman

• 3d: Christopher Lee Walters

• 3e: Michael Guy Butterworth

In line with best practice, all directors will retire and stand for reappointment at the Annual General Meeting. Michael Guy Butterworth, having been appointed as a director by the Board during the year since the last Annual General Meeting in 2020, will retire and stand for reappointment at this, the first Annual General Meeting since his appointment.

Resolution 4: Reappointment of auditors

This resolution proposes the reappointment of Grant Thornton UK LLP as auditors of the Company, until the conclusion of the next Annual General Meeting.

Resolution 5: Fixing of auditors' remuneration

This resolution authorises the Directors to determine the auditors' remuneration.

Resolution 6: Authority for directors to allot shares

This resolution gives the directors the authority to allot up to 33% of the issued share capital of the Company.

Special Business

Resolution 7: Purchase of own shares

This resolution authorises the Company to purchase up to approximately 14.99% of its issued ordinary share capital at any time from the date this resolution is passed up to the date of the next Annual General Meeting or 15 months from the date this resolution is passed, whichever is the earlier. The Directors consider it desirable for the proposed general authority to be available. The Directors have no present intention to make such market purchases but consider it desirable to be given the flexibility to do so by shareholders.

Resolution 8: Waiver of pre-emption rights

By passing this resolution shareholders are waiving their pre-emption rights in respect of the allotment for cash of a maximum of 10% of the issued share capital of the Company until the date of the next Annual General Meeting or 15 months from the date this resolution is passed, whichever is the earlier.

Recommendation:

The Directors believe that all of the proposals to be considered at the Annual General Meeting are in the best interests of the Company and are most likely to promote the success of the Company for the benefit of its members as a whole. The Directors unanimously recommend shareholders to vote in favour of the resolutions, as they intend to do in respect of their own beneficial shareholdings.

Action to be taken:

For reasons of safety and pursuant to the Corporate Governance and Insolvency Act 2020 the AGM will be held behind closed doors. Whilst this means shareholders are unable to attend virtually or physically, shareholders are encouraged to complete proxy forms appointing the chair of the meeting as their proxy. The Board of Directors engages strongly with shareholders and it is planning a virtual update in Spring 2021.

A form of proxy for use at the Annual General Meeting is enclosed. You are requested to complete and return the form of proxy in accordance with the instructions printed thereon as soon as possible and in any event so that it is received by the Company's registrar, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, B62 8HD not later than 11.00 am on Friday 26 March 2021.

Yours faithfully

Sir Roy Gardner Chairman

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Pressure Technologies plc (the "Company") will be held at Sopwell House, Cottonmill Lane, St Albans, Hertfordshire AL1 2HQ on Tuesday 30 March 2021 at 11.00 am.

You will be asked to consider and vote on the resolutions below. Resolutions 1 to 6 will be proposed as ordinary resolutions and resolutions 7 to 8 will be proposed as special resolutions.

Ordinary business

Resolution 1: To receive and adopt the accounts together with the reports of the directors and auditors for the period ended 3 October 2020.

Resolution 2:To approve the Directors' Remuneration report for the period ended 3 October 2020.

Resolution 3:

To re-appoint Sir Roy Alan Gardner, Timothy John Cooper, Brian Morley Newman, Christopher Lee Walters and Michael Guy Butterworth as Directors.

Resolution 4:

To re-appoint Grant Thornton UK LLP as auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting.

Resolution 5:

To authorise the Directors to determine the remuneration of the Auditors.

Resolution 6:

To give the directors of the Company the authority to allot relevant securities in accordance with the provisions of section 549 and section 551 of the Companies Act 2006 (the "Act") and Article 6 of the Company's Articles of Association up to a maximum nominal value of £517,268 being 33% of the issued share capital of the Company provided that this authority shall expire at the conclusion of the next Annual General Meeting following the date of this meeting or if earlier, not more than 15 months after the passing of this resolution unless previously renewed, revoked or varied in any way.

Special business Resolution 7:

The Company is generally and unconditionally authorised for the purposes of Section 116 of the Act to make market purchases, as defined in Section 693(2) of the Act, of ordinary shares in the capital of the Company up to an aggregate of 4,656,967 ordinary shares (being 14.99% of the current issued ordinary share capital) on such terms and in such manner as the Directors of the Company may from time to time determine, provided that:

• a. The minimum price which may be paid for each ordinary share is not less than 5p;

• b. The maximum price which may be paid for each ordinary share is not more than 5% above the average of the middle market quotations for the ordinary shares as derived from the London Stock Exchange Daily Official List for the 5 business days immediately preceding the day on which the relevant shares are purchased; and

• c. Such authority shall expire at the conclusion of the next Annual General Meeting following the date of this meeting or, if earlier, not more than 15 months after the passing of this resolution save that the Company may before such expiry make a contract to purchase shares which would or might require to be executed wholly or partly after such expiry and may make a purchase of shares pursuant to such contract as if the authority had not expired.

Resolution 8:

To give the directors of the Company, subject to the passing of resolution 6, the power to allot equity securities (within the meaning of section 560 of the Act) wholly for cash pursuant to the authority conferred by resolution 6 as if section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities:

a.

In connection with an offer of such securities by way of rights to holders of ordinary shares in proportion (as nearly as practicable) to their respective holdings of such shares, but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or any legal or practical problems under the laws of any territory, or the requirements of any regulatory body or stock exchange; and

b.

Otherwise than pursuant to sub-paragraph (a) above up to an aggregate nominal amount of £155,353 being 10% of the issued share capital of the Company at the date of this resolution, and provided that this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or if earlier, not more than 15 months after the passing of this resolution, save that the Company may, before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired.

By order of the Board

Chris Walters

Pressure Technologies plc Pressure Technologies Building Meadowhall Road

Sheffield S9 1BT

3 March 2021

Please refer to the guidance provided in the section above headed "Action to be taken" before reading the notes below.

Notes

Pursuant to the Corporate Governance and Insolvency Act 2020 the AGM this year will be held behind closed doors due to the pandemic. This means that shareholders cannot attend this year's AGM in person but may appoint the chair as a proxy. The following notes (which would normally apply) should be read subject to this note and where there is any conflict this note will apply.

• 1. The Company, pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, specifies that only those shareholders registered in the register of members of the Company as at 11.00 am on Friday 26 March 2021 (being not more than 48 hours prior to the time fixed for the meeting disregarding on-working days), or if this meeting is adjourned at 6.00 pm on the day two days prior to the adjourned meeting, shall be entitled to attend or vote at the above meeting in respect of the number of shares in their name at that time. 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. Any member entitled to attend and vote at this meeting may appoint a proxy or proxies to attend and, on a poll, vote instead of him/her. A proxy does not need to be a member of the Company. The completion and return of a form of proxy will not prevent a member from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.

• 3. Forms of proxy, to be valid, must be completed and signed and reach the offices of the Company's registrars, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, B62 8HD by 11.00 am on Friday 26 March 2021 or not less than 48 hours before the time appointed for any adjournment of the meeting. In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.

• 4. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first named being the most senior).

• 5. To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see note 3 above) also applies in relation to amended instructions. Any amended proxy form received after the relevant cut-off time will be disregarded. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence. If the Company is unable to determine which was last received none of them shall be treated as valid.

• 6. In order to revoke a proxy instruction you will need to inform the Company's registrars, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, B62 8HD by sending them a signed hard copy notice clearly stating your intention to revoke your proxy appointment. The revocation notice must be received by Neville Registrars no later than 11.00 am on Friday 26 March 2021 or not less than 48 hours before the time appointed for any adjournment of the meeting.

• 7. The following documents, namely:

  • (i) service contracts of directors of the Company; and

  • (ii) the register of directors' interests will be available for inspection at the registered office of the Company during normal business hours on any weekday (excluding Saturdays, Sundays and public holidays) from the date of the notice until the date of the meeting.

• 04 Pressure Technologies plc Notice of Meeting 2021