TT Electronics : Annual General Meeting 2023 Notice of Meeting and Explanatory Notes

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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.

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Annual General Meeting 2023

Notice of Meeting and

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

Chairman's letter	01
The Board	02
Notice of Annual General Meeting	04
Explanatory notes to the resolutions	07
Notes	10

NOTICE OF MEETING

Chairman's letter

5 April 2023

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:

1. registering your vote online at www.sharevote.co.uk;
2. if you are a CREST member, submitting your proxy through the CREST Electronic Proxy Appointment Service (ID RA19); or
3. 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 [e-mail] 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,

Warren Tucker

Chairman

TT Electronics plc Annual General Meeting 2023

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NOTICE OF MEETING | THE BOARD

The Board

Warren Tucker

Chairman

Joined: 2020

Committees: Nominations (Chair), Remuneration

Relevant skills and experience: Warren has over a decade of non-executiveexperience, as director and chairman, and he brings an in-depthknowledge of a number of our end-markets.He was a non-executivedirector of Reckitt Benckiser Group plc from 2010 to 2020, and a non-executivedirector at the UK Foreign Commonwealth Office from 2015 to 2020 (when it was replaced by the Foreign, Commonwealth and Development Office). As chief financial officer and an executive director

of Cobham plc from 2003 to 2013, he has a track record of delivering profitable growth and value creation. He has extensive experience in large multinational organisations across several geographies and industries, including aerospace & defence. He also brings a wide understanding of the UK investment community, strategic growth and the delivery of successful M&A. Warren is a Chartered Accountant and has an MBA from INSEAD.

Other current appointments: Non-executivedirector and chair of the audit committee of Tate & Lyle plc and BCP V Modular Services Holdings Limited (operating globally as Modulaire Group); trustee on the board of Magna Learning Partnership.

Richard Tyson

Chief Executive Officer

Joined: 2014

Committees: People, Social, Environmental and Ethics (Chair),

Risk (Chair)

Relevant skills and experience: Richard has developed an extensive portfolio of leadership, managerial and operational capabilities over a 30-yearcareer with a range of leading electronics manufacturing companies in advanced technology industry sectors. Richard has significant experience of leading large, complex, global engineering and manufacturing businesses and transforming them into higher growth, higher quality entities through organic action and portfolio change. As well as driving growth and innovation in high technology businesses Richard has led more than 15 acquisition or divestment transactions with successful transition and integration experience. Additionally, Richard has worked in

all tiers of the value chain in these industries with extensive knowledge of global manufacturing and supply chain operations. Richard is a member of the Manufacturing Council of the CBI.

Other current appointments: Non-executivedirector of Videndum plc and Governor of St Swithun's Independent School for Girls in Hampshire.

Mark Hoad

Chief Financial Officer

Joined: 2015

Committees: Risk

Relevant skills and experience: Mark has a deep understanding of finance and operational activities which he has acquired during a career spent in senior finance/ management roles with FTSE listed companies including in the aerospace domain. Mark's experience includes several years working in a variety of management roles in Continental Europe and Australia, as well as a strong focus on driving business transformation in the US. Mark has spent the last 25 years working in global industrial businesses and has extensive experience of driving business and functional re-structuringand transformation, M&A, and equity and debt capital markets.

Other current appointments: Non-executivedirector of De La Rue plc

Jack Boyer, OBE

Senior Independent Non-executive Director

Joined: 2016

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.

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NOTICE OF MEETING

Alison Wood

Independent Non-executive Director

Joined: 2016

Committees: Remuneration (Chair), Audit, Nominations

Relevant skills and experience: Alison's background is in leading business development, M&A and strategic planning across blue-chipUK companies, particularly in the Defence sector. In addition, during her time as the Remuneration Committee chair of several FTSE listed companies, she has gained an invaluable insight into the development and execution of remuneration policy, which is a key component of the Company's growth ambitions. Alison was formerly global director corporate development & strategy for National Grid plc and before that, group strategic development director for BAE Systems plc. Alison has previously held non-executivedirectorships at Cobham plc, e2v technologies plc, BTG plc, THUS plc, Costain Group plc and Capricorn Energy plc.

Other current appointments: Non-executive chair of Galliford Try Holdings plc, senior independent director and chair of the Remuneration Committee of Oxford Instruments plc and non-executive director of the British Standards Institution (BSI).

Anne Thorburn

Independent Non-executive Director

Joined: 2019

Committees: Audit (Chair), Nominations

Relevant skills and experience: Anne has many years of experience gained from board level finance roles in listed international companies, including across life sciences, medical and industrial markets. Anne has particular expertise in financial management, risk, audit and M&A which complements the Company's strategy as it continues to transform. Anne is a member of the Institute of Chartered Accountants in Scotland and has formerly served as chief financial officer of Exova Group plc and group finance director at British Polythene Industries PLC. Anne was formerly a non-executivedirector of BTG plc.

Other current appointments: Senior independent director and chair of the Audit Committee of Diploma PLC, and board member and chair of the audit committee of SPT LabTech Limited.

Wendy McMillan

Independent Non-executive Director

Joined: January 2023

Committees: Audit, Nominations

Relevant skills and experience: Wendy is a Divisional Chief Executive in the Safety Sector at Halma plc, where she also sits on the Executive Board. Prior to Halma she held a range of leadership roles with a focus on growth and transformation at Dyson, Arqiva and BT. Wendy's outstanding experience

in delivering organic growth and long-term value, as well as leading acquisitions and driving sustainability, is well-suited to TT's current and future strategic plans. She was also an independent non-executive director for the Industry and Parliament Trust and her early career was spent as a strategy consultant at Bain & Company. Wendy holds a Masters in Engineering, Economics and Management from Oxford University and has an MBA from INSEAD.

Other current appointments: Chief Executive of Safety Sector, Halma plc

Michael Ord

Independent Non-executive Director

Joined: January 2023

Committees: Nominations, Remuneration

Relevant skills and experience: Mick is currently Group Chief Executive of Chemring plc. During his career spanning almost 20 years at BAE Systems plc, Mick held a number of senior management roles including International Business Director and Managing Director of BAE's Naval Ships and F-35Joint Strike Fighter businesses. Prior to moving into industry, Mick gained extensive engineering experience in the Navy where he held a number of management roles. Mick's vast experience in engineering and creating innovative solutions within the Aerospace and Defence sector complements the Company's strategic objectives and purpose. Mick is a Chartered Engineer and holds a B.Eng (Hons) in Aeronautical Systems Engineering from Plymouth University. He has also completed postgraduate management studies at Manchester Business School and is a graduate of Harvard Business School's Advanced Management Programme.

Other current appointments: Group Chief Executive of Chemring plc and member of the Royal Aeronautical Society.

TT Electronics plc Annual General Meeting 2023

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