Tyman : Special resolution passed at the General Meeting of 12 July 2024 amending articles of association

Company No: 02806007

THE COMPANIES ACT 2006

COMPANY LIMITED BY SHARES

RESOLUTION

of

TYMAN PLC

("Company")

PASSED ON 12 JULY 2024

At a general meeting of the Company duly convened and held at Latham & Watkins (London) LLP, 99 Bishopsgate, London EC2M 3XF on 12 July 2024 at 2.45 p.m. (London time), the following resolution was duly passed as a special resolution:

SPECIAL RESOLUTION

THAT, for the purpose of giving effect to the scheme of arrangement dated 11 June 2024 between the Company and the holders of Scheme Shares (as defined in such scheme of arrangement), a print of which has been produced to this meeting and for the purposes of identification signed by the chairman of this meeting, in its original form or subject to such modification, addition or condition as may be agreed between the Company and Quanex and approved or imposed by the Court (the "Scheme"):

1. the directors of the Company (or a duly authorised committee of the directors) be authorised to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect; and
2. with effect from the passing of this resolution, the articles of association of the Company be and are amended by the adoption and inclusion of the following new article:
   "142. Scheme of Arrangement
3. 1. In this article, references to the Scheme are to the scheme of arrangement dated 11 June 2024 under Part 26 of the Companies Act 2006 between the company and the holders of Scheme Shares and as approved by the holders of the Scheme Shares at the meeting convened by the Court (as defined in the Scheme) and subject to any modification, addition or condition agreed by the company and Quanex Building Products Corporation, a company incorporated in the state of Delaware and headquartered in 945 Bunker Hill Rd, Suite 900, Houston, TX 77024 ("Quanex") and approved or imposed by the High Court of Justice of England and Wales and otherwise expressions defined in the Scheme shall have the same (save as defined in this article) meanings in this article.
   2. Notwithstanding any other provision of these articles, if the company issues any shares (or transfers any shares out of treasury) or if the company instructs the company's employee benefit trust to transfer any shares to a participant in the company's share plans, other than to Quanex, any subsidiary of Quanex or any nominee(s) of Quanex on or after the Voting Record Time and before the Scheme Record Time (each as defined in the Scheme), such shares shall be issued or transferred subject to the terms of the Scheme and the holder or holders of such ordinary shares shall be bound by the Scheme accordingly.

EU-DOCS49715296.2

1. Notwithstanding any other provision of these articles, subject to the Scheme becoming effective, if any shares are issued, transferred out of treasury or transferred to any person (other than under the Scheme or to Quanex, any subsidiary of Quanex or any nominee(s) of Quanex) at or after the Scheme Record Time (a "New Member") (each a "Post-SchemeShare"), such Post-Scheme Shares shall be issued or transferred on terms that they shall (on the Effective Date (as defined in the Scheme)) or, if later, on the issue or transfer (but subject to the terms of paragraph (iv) below), be immediately transferred to Quanex (or as it may direct) (the "Purchaser"), who shall be obliged to acquire each Post-Scheme Share in consideration of and conditional on the payment by or on behalf of Quanex to the New Member of the Relevant Consideration (as defined in paragraph (v) below).
2. On any reorganisation of, or material alteration to, the share capital of the company (including, without limitation, any subdivision and/or consolidation) carried out after the Effective Date (as defined in the Scheme), the value of the consideration per Post-Scheme Share to be paid under paragraph (iii) above shall be adjusted by the directors in such manner as the auditors of the company or an independent investment bank selected by the company may determine to be fair and reasonable to reflect such reorganisation or alteration. References in this article to such shares shall, following such adjustment, be construed accordingly.
3. In this article, "Relevant Consideration" means the payment to the New Member of the same consideration, consisting of the default combination of cash and New Quanex Shares (after the deduction of any income tax and employee social security contributions or equivalent amounts in any jurisdiction, their employer or any other company is required to withhold or account for in respect of that consideration or the acquisition of the relevant Post-Scheme Shares, or for which the company or any other company has agreed to account with the consent of the relevant New Member) for each Post-Scheme Share as the relevant New Member would have been entitled to pursuant to the Scheme had each Post-Scheme Share been a Scheme Share (as defined in the Scheme).
4. To give effect to any transfer of Post-Scheme Shares required by this article, the company may appoint any person as attorney and/or agent for the New Member to transfer the Post-Scheme Shares to the Purchaser and/or its nominees and do all such other things and execute and deliver all such documents or deeds as may in the opinion of the attorney or agent be necessary or desirable to vest the Post-Scheme Shares in the Purchaser and, pending such vesting, to exercise all such rights attaching to the Post-Scheme Shares as the Purchaser may direct. If an attorney or agent is so appointed, the New Member shall not thereafter (except to the extent that the attorney or agent fails to act in accordance with the directions of the Purchaser) be entitled to exercise any rights attaching to the Post-Scheme Shares unless so agreed in writing by the Purchaser. The attorney or agent shall be empowered to execute and deliver as transferor a form of transfer or instructions of transfer on behalf of the New Member (or any subsequent holder) in favour of the Purchaser. The company may give good receipt for the consideration for the Post-Scheme Shares and may register the Purchaser as holder of the Post-Scheme Shares and issue to it certificates for the same. The company shall not be obliged to issue a certificate to the New Member for any Post-Scheme Shares. The Purchaser shall settle the consideration due to the New Member pursuant to paragraph (iii) above by sending a cheque drawn on a UK clearing bank (or shall procure that such a cheque is sent) in favour of the New Member (or any subsequent holder) for the purchase price of such Post-Scheme Shares within 14 days of the date on which the Post-Scheme Shares are issued to the New Member.

EU-DOCS49715296.2

1. This article shall cease to be effective if the Scheme shall not have become effective on or before 22 January 2025 (or such later date, if any, as Quanex and Tyman may agree, either as required by the Panel or with its consent, and the Court (if required) may allow (the "Long Stop Date")). If the Scheme has not become effective by the Long Stop Date this article shall be of no effect.
2. Notwithstanding any other provision of these articles, both the company and the directors shall refuse to register the transfer of any Scheme Shares effected between the Scheme Record Time and the Effective Date of the Scheme other than to Quanex or its nominee(s)."

…………………………………..

General Counsel & Company Secretary

EU-DOCS49715296.2

No. 02806007

PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

- of -

TYMAN PLC

Adopted by special resolution passed on 19 May 2022,

and amended by special resolution passed on 12 July 2024

TABLE OF CONTENTS
1	EXCLUSION OF MODEL ARTICLES	1
2	DEFINITIONS	1
3	LIMITED LIABILITY	3
4	RIGHTS ATTACHED TO SHARES	4
5	REDEEMABLE SHARES	4
6	VARIATION OF RIGHTS	4
7	PARI PASSU ISSUES	4
8	SHARES	4
9	PAYMENT OF COMMISSION	5
10	TRUSTS NOT RECOGNISED	5
11	SUSPENSION OF RIGHTS WHERE NON-DISCLOSURE OF INTEREST	5
12	UNCERTIFICATED SHARES	6
13	ISSUER RECORD OF SECURITIES	7
14	ADDITIONAL REGULATIONS	7
15	RIGHT TO SHARE CERTIFICATES	8
16	REPLACEMENT OF SHARE CERTIFICATES	8
17	EXECUTION OF SHARE CERTIFICATES	8
18	SHARE CERTIFICATES SENT AT HOLDER'S RISK	9
19	COMPANY'S LIEN ON SHARES NOT FULLY PAID	9
20	ENFORCING LIEN BY SALE	9
21	APPLICATION OF PROCEEDS OF SALE	9
22	CALLS	9
23	TIMING OF CALLS	10
24	LIABILITY OF JOINT HOLDERS	10
25	INTEREST DUE ON NON-PAYMENT	10
26	SUMS DUE ON ALLOTMENT TREATED AS CALLS	10
27	POWER TO DIFFERENTIATE	10
28	PAYMENT OF CALLS IN ADVANCE	10
29	NOTICE IF CALL OR INSTALMENT NOT PAID	11

30	FORM OF NOTICE	11
31	FORFEITURE FOR NON-COMPLIANCE WITH NOTICE	11
32	NOTICE AFTER FORFEITURE	11
33	SALE OF FORFEITED SHARES	11
34	ARREARS TO BE PAID NOTWITHSTANDING FORFEITURE	11
35	STATUTORY DECLARATION AS TO FORFEITURE	12
36	TRANSFER	12
37	SIGNING OF TRANSFER	12
38	RIGHTS TO DECLINE REGISTRATION OF PARTLY PAID SHARES	13
39	OTHER RIGHTS TO DECLINE REGISTRATION	13
40	NOTICE OF REFUSAL	13
41	NO FEE FOR REGISTRATION	13
42	UNTRACED SHAREHOLDERS	13
43	TRANSMISSION ON DEATH	14
44	ENTRY OF TRANSMISSION IN REGISTER	14
45	ELECTION OF PERSON ENTITLED BY TRANSMISSION	15
46	RIGHTS OF PERSON ENTITLED BY TRANSMISSION	15
47	SUB-DIVISION	16
48	FRACTIONS	16
49	OMISSION OR NON-RECEIPT OF NOTICE	16
50	CALLING OF GENERAL MEETINGS	16
51	FORM OF GENERAL MEETINGS	16
52	NOTICE OF GENERAL MEETINGS	17
53	POSTPONEMENT OF GENERAL MEETINGS	18
54	QUORUM	18
55	PROCEDURE IF QUORUM NOT PRESENT	18
56	SECURITY ARRANGEMENTS	19
57	CHAIRMAN OF GENERAL MEETING	19
58	ORDERLY CONDUCT	19
59	ENTITLEMENT TO ATTEND AND SPEAK	19

60	ATTENDANCE AND PARTICIPATION AT DIFFERENT PLACES	19
61	ADJOURNMENTS	20
62	NOTICE OF ADJOURNMENT	21
63	AMENDMENTS TO RESOLUTIONS	21
64	AMENDMENTS RULED OUT OF ORDER	21
65	VOTES OF MEMBERS	21
66	METHOD OF VOTING	21
67	EQUALITY OF VOTES	22
68	PROCEDURE IF POLL DEMANDED	22
69	WHEN POLL TO BE TAKEN	22
70	CONTINUANCE OF OTHER BUSINESS AFTER POLL DEMAND	22
71	VOTES OF JOINT HOLDERS	22
72	VOTING ON BEHALF OF INCAPABLE MEMBER	22
73	NO RIGHT TO VOTE WHERE SUMS OVERDUE ON SHARES	23
74	OBJECTIONS OR ERRORS IN VOTING	23
75	APPOINTMENT OF PROXIES	23
76	RECEIPT OF PROXIES	23
77	MAXIMUM VALIDITY OF PROXY	24
78	FORM OF PROXY	24
79	CANCELLATION OF PROXY'S AUTHORITY	24
81	SEPARATE GENERAL MEETINGS	25
82	NUMBER OF DIRECTORS	25
83	DIRECTORS' SHAREHOLDING QUALIFICATION	25
84	POWER OF COMPANY TO APPOINT DIRECTORS	25
85	POWER OF DIRECTORS TO APPOINT DIRECTORS	25
86	RETIREMENT OF DIRECTORS BY ROTATION	26
87	FILLING VACANCIES	26
88	POWER OF REMOVAL BY SPECIAL RESOLUTION	26
89	PERSONS ELIGIBLE AS DIRECTORS	26
90	POSITION OF RETIRING DIRECTORS	26

91	VACATION OF OFFICE BY DIRECTORS	27
92	ALTERNATE DIRECTORS	27
93	EXECUTIVE DIRECTORS	28
94	DIRECTORS' FEES	28
95	ADDITIONAL REMUNERATION	29
96	EXPENSES	29
97	PENSIONS AND GRATUITIES FOR DIRECTORS	29
98	DIRECTORS' INTERESTS	29
99	GENERAL POWERS OF COMPANY VESTED IN DIRECTORS	33
100	BORROWING POWERS	33
101	AGENTS	36
102	DELEGATION TO INDIVIDUAL DIRECTORS	36
103	REGISTERS	36
104	PROVISION FOR EMPLOYEES	36
105	DIRECTORS' MEETINGS	37
106	NOTICE OF DIRECTORS' MEETINGS	37
107	QUORUM	37
108	DIRECTORS BELOW MINIMUM THROUGH VACANCIES	37
109	APPOINTMENT OF CHAIRMAN	37
110	COMPETENCE OF MEETINGS	38
111	VOTING	38
112	DELEGATION TO COMMITTEES	38
113	PARTICIPATION IN MEETINGS	38
114	RESOLUTION IN WRITING	38
115	VALIDITY OF ACTS OF DIRECTORS OR COMMITTEE	39
116	USE OF SEALS	39
117	DECLARATION OF DIVIDENDS BY COMPANY	39
118	PAYMENT OF INTERIM AND FIXED DIVIDENDS BY DIRECTORS	39
119	CALCULATION AND CURRENCY OF DIVIDENDS	39
120	AMOUNTS DUE ON SHARES CAN BE DEDUCTED FROM DIVIDENDS	40

121	NO INTEREST ON DIVIDENDS	40
122	PAYMENT PROCEDURE	40
123	UNCASHED DIVIDENDS	40
124	FORFEITURE OF UNCLAIMED DIVIDENDS	41
125	DIVIDENDS NOT IN CASH	41
126	SCRIP DIVIDENDS	41
127	POWER TO CAPITALISE RESERVES AND FUNDS	43
128	SETTLEMENT OF DIFFICULTIES IN DISTRIBUTION	44
129	POWER TO CHOOSE ANY RECORD DATE	44
130	INSPECTION OF RECORDS	44
131	DELIVERY OF ACCOUNTS	44
132	METHOD OF SERVICE	45
133	RECORD DATE FOR SERVICE	46
134	MEMBERS RESIDENT ABROAD OR ON BRANCH REGISTERS	46
135	SERVICE OF NOTICES ON PERSONS ENTITLED BY TRANSMISSION	46
136	DEEMED DELIVERY	46
137	NOTICE WHEN POST NOT AVAILABLE	47
138	PRESUMPTIONS WHERE DOCUMENTS DESTROYED	47
139	INDEMNITY OF DIRECTORS	48
140	SHARE WARRANTS	48
141	CHANGE OF NAME	49
142	SCHEME OF ARRANGEMENT	49

ARTICLES OF ASSOCIATION

of

TYMAN PLC

Adopted by special resolution passed on 19 May 2022,and amended by special resolution

passed on 12 July 2024

1. Exclusion of Model Articles
   The articles prescribed in any legislation relating to companies do not apply as the articles of the company.
2. Definitions

1. The following table gives the meaning of certain words and expressions as they are used in these articles. However, the meaning given in the table does not apply if it is not consistent with the context in which a word or expression appears.

"Act"	means the Companies Act 2006;
"Acts"	means the Companies Acts (as defined in
	section 2 of the Act) and every other statute,
	statutory instrument, regulation or order for the
	time being in force concerning companies
	registered under the Companies Acts insofar as
	they apply to the company;
"address"	includes a number or address used for sending
	or receiving documents or information by
	electronic means;
"amount" (of a share)	this refers to the nominal amount of the share;
"these articles"	means these articles of association, including
	any changes made to them, and the expression
	"this article" refers to a particular article in these
	articles of association;
"auditors"	means the auditor of the company and, where
	two or more people are appointed to act jointly,
	any one of them;
"Bank of England base rate"	means the base lending rate most recently set by
	the Monetary Policy Committee of the Bank of
	England in connection with its responsibilities
	under Part 2 of the Bank of England Act 1998;
"certificated share"	means a share which is not an uncertificated
	share;
"chairman"	means the chairman of the board of directors;
"clear days"	in relation to the period of a notice means that
	period excluding the day when the notice is
	1