Tyman : Notice of 2023 Annual General Meeting

Notice of Annual General Meeting 2023

To be held at and be broadcast via live audiocast from

the offices of Latham & Watkins 99 Bishopsgate, London, EC2M 3XF On 18 May 2023 at 10.30 am

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the action you should take, you should immediately consult your stockbroker, solicitor or accountant or other independent adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or transferred all your ordinary shares in Tyman plc, please forward this document, together with any accompanying documents (except any personalized form of proxy), as soon as possible to the purchaser or transferee, or to the bank, stockbroker or other agent who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

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Letter from the Chair

Tyman plc

(incorporated and registered in England and Wales with registered number 02806007)

Directors:	Registered office:
Nicky Hartery (Chair)	29 Queen Anne's Gate
Jo Hallas	London SW1H 9BU
Jason Ashton
Paul Withers
Pamela Bingham
Helen Clatworthy
Dave Randich
3 April 2023
To the holders of ordinary shares in Tyman plc (the "Company")
Dear Shareholder

2023 Annual General Meeting

Tyman's Annual General Meeting (the "AGM" or "Meeting") will be held at the offices of Latham & Watkins, 99 Bishopsgate, London, EC2M 3XF on Thursday, 18 May 2023 at 10.30 am. The AGM is an opportunity for our shareholders to express their views directly to the board of directors (the "Board") and I hope that you will take this opportunity to do so. As in recent years, to enable as many shareholders to participate in the Company's AGM, we shall hold a "hybrid" AGM with an appropriate quorum to transact the business of the Meeting alongside a live broadcast of the Meeting to shareholders. Further details of the arrangements have been set out on page 9 of this document.

In this letter, I will provide you with a detailed explanation of the resolutions to be proposed at the AGM and the arrangements for you to take part. The formal notice convening the AGM (the "Notice") is set out on pages 3 to 5 of this document.

Business to be transacted

At the AGM, we will be proposing the resolutions set out in the Notice. Resolutions 1 to 14 will be proposed as ordinary resolutions and Resolutions 15 to 18 will be proposed as special resolutions. The proposed ordinary resolutions will be passed if more than 50% of the votes cast are in favour and the proposed special resolutions will be passed if at least 75% of the votes cast are in favour.

In line with best practice, all resolutions for consideration at the AGM will be decided on a poll, rather than on a show of hands. We believe that a poll is the best way of representing the views of as many shareholders as possible in the voting process, including all votes of shareholders who are unable to attend the AGM, but appoint a proxy for the Meeting. This means that a shareholder has one vote for every share held. The results of the poll will be announced through RNS and will be made available on the Company's website as soon as practicable, following the end of the AGM.

Actions required

Whether or not you intend to be present at the AGM, you are strongly encouraged to appoint a proxy to cast your votes as soon as possible. Details of how to do so are set out on pages 8 and 9 of this document. The lodging of forms of proxy will not prevent ordinary shareholders from attending and voting in person if they so with.

Recommendation

The Board believes that all the resolutions referred to above which are to be proposed at the AGM are in the best interests of the Company and of the shareholders as a whole and recommend shareholders to vote in favour of them, as each of the directors intends to do in respect of his or her own beneficial holding. In aggregate, the directors own 567,074 shares at the date of this letter.

I look forward to seeing you at the AGM and thank you for your continued support. Yours faithfully

Nicky Hartery

Chair

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Notice of Annual General Meeting

Tyman plc

(incorporated and registered in England and Wales with registered number 02806007)

Notice is hereby given that the Annual General Meeting of Tyman plc (the "Company") will be held at the offices of Latham & Watkins, 99 Bishopsgate, London, EC2M 3XF, on Thursday, 18 May 2023 at 10.30 am to transact the business set out below.

Resolutions 1 to 14 will be proposed as ordinary resolutions and Resolutions 15 to 18 will be proposed as special resolutions.

Ordinary resolutions

To consider and, if thought fit, to pass the following resolutions to be proposed as ordinary resolutions:

1. To receive and adopt the audited financial statements of the Company for the financial year ended 31 December 2022 together with the reports of its Directors and Auditors (the "Annual Report").
2. To declare a final dividend of 9.5 pence per ordinary share for the financial year ended 31 December 2022, payable on 26 May 2023 to shareholders of the Company on the register of members at the close of business on 28 April 2023.
3. THAT the Directors' Remuneration Report contained within the Annual Report of the Company for the financial year ended 31 December 2022 be and is hereby approved.
4. To re-elect Nicky Hartery as a Director of the Company.
5. To re-elect Jo Hallas as a Director of the Company.
6. To re-elect Jason Ashton as a Director of the Company.
7. To re-elect Paul Withers as a Director of the Company.
8. To re-elect Pamela Bingham as a Director of the Company.
9. To re-elect Helen Clatworthy as a Director of the Company.
10. To re-elect Dave Randich as a Director of the Company.
11. To appoint Deloitte LLP as Auditors of the Company to hold office from the conclusion of this Meeting until the conclusion of the next Annual General Meeting of the Company.
12. To authorise the Directors to set the remuneration of the Auditors.
13. THAT, in accordance with Sections 366 and 367 of the Companies Act 2006 (the "Act"), the Company and all companies that are subsidiaries of the Company at any time during the period for which this resolution is effective are authorised to:
14. 1. make political donations to political parties and/or independent election candidates not exceeding £50,000 in total;
    2. make political donations to political organisations other than political parties, not exceeding £50,000 in total; and
    3. incur political expenditure not exceeding £50,000 in total,

in each case during the period commencing on the date of this resolution and ending at the end of the next Annual General Meeting of the Company or, if earlier, on 18 August 2024 and provided that the aggregate amount of any such donations and expenditure shall not exceed £50,000 during such period. For the purpose of this resolution, the terms "political donations", "political parties", "independent election candidates", "political organisations" and "political expenditure" shall have the meanings set out in Sections 363 to 365 (inclusive) of the Act.

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14. THAT the Directors be and are hereby generally and unconditionally authorised (in substitution for all existing authorities) to exercise all powers of the Company in accordance with Section 551 of the Companies Act 2006 (the "Act") to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company ("Rights"):

1. up to an aggregate nominal amount of £3,273,811; and
2. comprising equity securities (as defined in the Act) up to a nominal amount of £6,547,623 (such amount to be reduced by the nominal amount of any shares allotted or Rights granted under subparagraph a. above of this Resolution 14) in connection with an offer by way of a rights issue:
3. 1. to the holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings of ordinary shares; and
   2. to the holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,

and this authority shall expire at the end of the next Annual General Meeting of the Company or, if earlier, on 18 August 2024 (unless previously revoked or varied by the Company in general meeting) save that the Company may before such expiry make an offer or agreement which would or might require shares to be allotted or Rights to be granted after the authority expires and the Directors may allot shares or grant Rights under any such offer or agreement as if this authority had not expired.

Special resolutions

To consider and, if thought fit, to pass the following resolutions to be proposed as special resolutions:

15. THAT, subject to the passing of Resolution 14, the Directors be and are hereby empowered pursuant to Section 570 and Section 573 of the Companies Act 2006 (the "Act") to allot equity securities (within the meaning of Section 560 of the Act) for cash either pursuant to the authority conferred by Resolution 14 above or by way of a sale of equity securities held as treasury shares, as if Section 561(1) of the Act did not apply to any such allotment or sale, provided that this power shall be limited to:

1. the allotment of equity securities, or sale of equity securities held as treasury shares, in connection with a rights issue, open offer or any other pre-emptive offer in favour of:
2. 1. ordinary shareholders (excluding any Shareholder holding shares as treasury shares) in proportion (as nearly as may be practicable) to their respective holdings, and
   2. holders (excluding any holder holding shares as treasury shares) of any other class of equity security in accordance with the rights attached to such class of equity securities (subject in either case to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with fractional entitlements or legal or practical problems arising in any territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever); and
3. the allotment of equity securities and/or sale of treasury shares (otherwise than pursuant to subparagraph a. above of this Resolution 15) up to an aggregate nominal value of £491,071.

and this power shall expire at the end of the next Annual General Meeting of the Company or, if earlier, 18 August 2024 (unless previously revoked or varied by the Company in general meeting) save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted or sold after the power expires and the Directors may allot or sell equity securities and/or treasury shares under any such offer or agreement as if this power had not expired.

16. THAT, subject to the passing of Resolution 14 above, the Directors be authorised in addition to any authority granted under subparagraph b. of Resolution 15 to allot equity securities for cash either pursuant to the authority conferred by Resolution 14 above or by way of a sale of equity securities held as treasury shares, as if Section 561(1) of the Act did not apply to any such allotment or sale, provided that this authority shall be limited to:

1. the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of £491,071;
2. and such authority 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 of the Company determines to be either an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice.

This authority shall expire at the end of the next AGM of the Company or, if earlier, 18 August 2024 (unless previously revoked or varied by the Company in general meeting) save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted or sold after the power expires and the Directors may allot or sell equity securities under any such offer or agreement as if this power had not expired.

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1. THAT the Company be generally and unconditionally authorised to make market purchases (within the meaning of Section 693(4) of the Companies Act 2006 (the "Act")) of ordinary shares with nominal value of 5 pence each of the Company, on such terms and in such manner as the Directors may from time to time determine, provided that:
2. 1. the maximum number of ordinary shares of 5 pence nominal value hereby authorised to be purchased is 29,444,664;
   2. the minimum price, excluding expenses, which may be paid for an ordinary share is 5 pence;
   3. the maximum price, excluding expenses, which may be paid for any such share will not exceed the higher of 5% above the average of the middle market quotations for an ordinary share in the Company taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the date on which such share is contracted to be purchased and an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out (in each case exclusive of expenses payable by the Company);
   4. any ordinary shares purchased pursuant to this authority shall be cancelled or, if the Directors so determine, held as treasury shares;
   5. the authority hereby conferred shall expire on the close of the next Annual General Meeting of the Company or, if earlier, on 18 August 2024 unless previously renewed, revoked or varied by the Company in general meeting; and
   6. the Company may make a contract for the purchase of its ordinary shares under this authority before the expiry of this authority which would or might be executed wholly or partly after the expiry of such authority and may make purchases of its ordinary shares in pursuance of such a contract as if this authority had not expired.
3. THAT, as permitted by section 307A of the Act, a general meeting of the Company, other than an Annual General Meeting, may be called on not less than 14 clear days' notice.

By order of the Board
Peter Ho	Registered office:
General Counsel & Company Secretary	29 Queen Anne's Gate,
3 April 2023	London SW1H 9BU

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