Quanex Building Products : to Acquire Tyman Presentation

QUANEX TO ACQUIRE TYMAN

A P R I L 2 2 , 2 0 2 4

TODAY 'S PRESEN TERS

George Wilson

Chairman of the Board,

President and CEO

Scott Zuelhke

Senior Vice President,

CFO and Treasurer

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D I S C L A I M E R

NOT FOR RELEASE, PRESENTATION, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISIDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

This presentation has been prepared by Quanex ("Quanex") solely in connection with its recommended acquisition of Tyman plc ("Tyman") (the "Acquisition"). These slides do not purport to contain all the information that may be necessary or desirableto fully and accurately evaluate Quanex, Tyman or the business prospects of the Acquisition. The information set out in this presentation is not intended to form the basis of any contract. By attending (whether in person, by telephone or webcast) this presentation or by reading the presentation slides, you agree to the conditions set out below.

This presentation (including any oral briefing and any question-and-answer in connection with it) is not intended to, and does not constitute, represent or form part of any offer invitation or solicitation of any offer to purchase, otherwise acquire,subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction. No securities are being offered to the public by means of this presentation. You should conduct your own independent analysis of Quanex, Tyman and the Acquisition, including consulting your own independent advisers in order to make an independent determination of the suitability, merits and consequences of the Acquisition. You should not base any behaviour in relation to financial instruments related to Quanex's or Tyman's securities or any other securities and investments on informa tion contained in this presentation until after such information is made publicly available by Quanex or Tyman or any of their advisers. Any dealing or encouraging others to deal on the basis of such information may amount to insider dealing under applicable legislation. This presentation is being made available only to persons who are permitted by law to receive it.

None of Quanex, Tyman, their members or shareholders, subsidiaries, affiliates, associates, or their respective directors, officers, partners, employees, representatives and advisers (the "Relevant Parties") makes any representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this presentation, or otherwise made available, nor as to the reasonableness of any assumption contained herein or therein, and any liabilitytherefore (including in respect of direct, indirect, consequential loss or damage) is expressly disclaimed. Nothing contained herein or therein is, or shall be relied upon as, a promise or representation, whether as to the past or the future and no reliance, in whole or in part, should be placed on the fairness, accuracy, completeness or correctness of the information contained herein or therein. Further, nothing in this presentation should be construed as constituting legal, business, tax, actuarial, financial or other specialist advice.

This presentation should be read in conjunction with the announcement made by Quanex and Tyman pursuant to Rule 2.7 of the UK Code on Takeovers and Mergers (the "City Code") (the "2.7 Announcement") and the scheme document to be published by Tyman (or, if the Acquisition is implemented by way of a takeover offer, the offer document) (the "Public Documents") in connection with the Acquisition, which are available or (as appropriate) will be made available in due course at https://www.roadto2b.com. Any decision taken in relation to the Acquisition should onlybe taken by reference to the information set out in (or otherwise incorporated by reference into) the Public Documents.

Quanex has engaged UBS as sole financial advisor in connection with the transaction referred to herein. UBS is acting exclusively for Quanex and no one else in connection with the possible offer and the contents of this announcement. In connection with such matters, UBS will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the process, contents of this announcement or any other matter referred to herein.

Forward Looking Statements

This presentation contains "forward-looking statements". These statements are based on the current expectations of the management of Quanex and/or Tyman and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained in this presentation include statements relating to the expected effects of the Acquisition on Tyman and/or Quanex, the expected timing and scope of the Acquisition, and other statements other than historical facts. Forward-looking statements include statements typically containing words such as "will", "may", "should", "believe", "intends", "expects", "anticipates", "targets", "estimates" and words of similar import and including statements relating to future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects and business and management strategies and the expansion and growth of the operations of Quanex or Tyman. Although Tyman and/or Quanex believes that the expectations reflected in such forward-looking statements are reasonable, Tyman and/or Quanex can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward looking statements. These factors include: the possibility that the Acquisition will not be completed on a timely basis or at all, whether due to the failure to satisfy the conditions of the Acquisition (including approvals or clearances from regulatory and other agencies and bodies) or otherwise, general business and economic conditions globally, industry trends, competition, changes in government and other regulation, changes in political and economic stability, disruptions in business operations due to reorganization activities, interest rate and currency fluctuations,the inability of the combined company to realize successfully any anticipated synergy benefits when (and if) the Acquisition is implemented, the inability of the combined companyto integrate successfullyQuanex's and Tyman's operations when (and if) the Acquisition is impl emented and the combined company incurring and/or experiencing unanticipated costs and/or delays or difficulties relating to the Acquisition when (and if) it is implemented.Additional information concerning these and other risk factors is contained in the Risk Factors sections of Quanex's most recent reports on Form 10-K and Form 10-Q, the contents of which are not incorporated by reference into, nor do they form part of, this presentation.

These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. By their nature, these forward-looking statements involve known and unknown risks, as well as uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this presentation may cause the actual results, performance or achievements of any such person, or industryresults and developments,to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. No assurance can be given that such expectations will prove to have been correct and persons reading this presentation are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this presentation.All subsequent oral or written forward-looking statements attributable to Quanex or Tyman or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Neither of Quanex or Tyman undertakes any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law, regulation or stock exchange rules.

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D ISCLAIMER (co nt 'd)

Non-GAAP Terminology Definitions and Disclaimers

EBITDA (defined as net income or loss before interest, taxes, depreciation and amortization and other, net) and Adjusted EBITDA (defined as EBITDA further adjusted to exclude purchase price accounting inventory step-ups, transaction costs, certain severance charges, gain/loss on the sale of certain fixed assets, restructuring charges, stock-based compensation and asset impairment charges) are non-GAAP financial measures that Quanex and/or Tyman uses to measure operational performance and assist with financial decision-making. Adjusted Operating Profit (defined as operating profit adjusted for restructuring costs, non-recurring costs, amortization of intangibles and other impairment costs) is a non-GAAP financial measure that Quanex and/or Tyman believes provides a measure of operational performance. Covenant EBITDA (defined as Adjusted Operating Profit further adjusted for depreciation, amortization, lease liability interest and Right-of-Use (RoU) asset depreciation) is a non-GAAP financial measure that Quanex and/or Tyman believes provides a measure of interest coverage. Net Debt is defined as total debt (outstanding balance on the revolving credit facility and term loan, plus financial lease obligations) less cash and cash equivalents. The leverage ratio of Net Debt to LTM Adjusted EBITDA is a financial measure that Quanex and/or Tyman believes is useful to investors and financial analysts in evaluating leverage. Quanex and/or Tyman believe that the presented non-GAAP measures providea consistent basis for comparison between periods and will assist investors in understanding financial performance when comparing results to other investment opportunities. The presented non-GAAP measures may not be the same as those used by other companies. Quanex and/or Tyman do not intend for this information to be considered in isolation or as a substitute for other measures prepared in accordance with U.S. GAAP. Quanex and/or Tyman do not providea reconciliation of forward-lookingnon-GAAP financial measures to the most directly comparable GAAP reported financial measures on a forward-looking basis because it is unable to predict with reasonable certainty the ultimate outcome of certain future events. These items are uncertain, depend on various factors, and could have a material impact on GAAP reported results for the period presented herein. Moreover, estimating such forward-looking U.S. GAAP financial measures with the required precision necessary to provide a meaningful reconciliation is extremely difficulty and could not be accomplished without unreasonable effort. Investors should not place undue reliance on these measures and should carefully review the risks and uncertainties described in the cautionary statement relating to "Forward-Looking Statements" contained herein.

Please see the appendix at the end of this presentation for more information on all presented historical non-GAAP financial measures and reconciliations to the most directly comparable GAAP measures.

No Offer or Solicitation

The information contained on this presentation is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchaseor subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, this communication is not an offer of securities for sale into the United States or in any other jurisdiction. No offer of securities shall be made in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. Any securities issued in the transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the Securities Act. The transaction will be made solely by means of the scheme document to be published by Tyman in due course, or (if applicable) pursuant to an offer document to be published by Quanex, which (as applicable) would contain the full terms and conditions of the transaction. Any decision in respect of, or other response to, the transaction, should be made only on the basis of the information contained in such document(s). If, in the future, Quanex ultimately seeks to implement the transaction by way of a takeover offer or otherwise in a manner that is not exempt from the registration requirements of the Securities Act, that offer will be made in compliance with applicable US laws and regulations.

This presentation does not constitute a prospectus or a prospectus exempted document.

Important Additional Information will be Filed with the SEC

In connection with the transaction, Quanex is expected to file with the U.S. Securities and Exchange Commission (the "SEC") a proxy statement (the "Proxy Statement"). Before making any voting decision, Quanex's stockholders are urged to read the proxy statement, including the scheme document (or, if applicable, the offer document), and other relevant documents filed or to be filed with the sec in connection with the transaction or incorporated by reference in the proxy statement (if any) carefully and in their entirety when they become available becausethey will contain important information about the transaction and the parties to the transaction. Quanex's stockholders and investors will be able to obtain, without charge, a copy of the Proxy Statement, including the scheme document and/or offer document (as referred to above), and other relevant documents filed with the SEC (when available) from the SEC's website at http://www.sec.gov. Quanex's stockholders and investors will also be able to obtain, without charge, a copy of the Proxy Statement, including the scheme document and/or offer document (as referred to above), and other relevant documents (when available) by directing a written request to Quanex (Attention: Investor Relations), or from Quanex's website at https://www.investors.quanex.com.

Participants in the Solicitation

Quanex and certain of its directors and executive officers and employees may be considered participants in the solicitation of proxies from the stockholders of Quanex in respect of the transactions contemplated by the scheme document. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders of Quanex in connection with the transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will be set out in the scheme document when it is filed with the SEC. Information regarding Quanex's directors and executive officers is contained in Quanex's Annual Report on Form 10-K for the fiscal year ended October 31, 2023 and its annual meeting proxy statement on Schedule 14A, dated January 25, 2024, which are filed with the SEC.

The directors of Quanex accept responsibility for the information contained in this presentation which relates to Quanex. To the best of the knowledge and belief of Quanex's directors (who haven taken all reasonable care to ensure that such is the case). the information contained in this presentation is in accordance with the facts and does nor omit anything likely to affect the import of such information.

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T RAN SACTION OVERVIEW

OFFER

CONSIDERATION

DIVIDEND

FINANCING

• Recommended cash and share offer valuing Tyman at approximately $1.1 billion(1) in enterprise value
• Under the terms of the Acquisition, Tyman shareholders will receive 400.0 pence per each Tyman share they own, a 35.1% premium above Tyman's closing share price of 296.0 pence as of April 19, 2024. The 400.0 pence offer is comprised of 240.0 pence in cash and 0.05715 shares of Quanex common stock. A Capped All-Share Alternative ("CASA") of 0.14288 shares of Quanex stock per each Tyman share will be also made available for up to 25% of Tyman's shares outstanding
• Tyman shareholders are expected to hold between approximately 30% and 32% pro forma ownership at closing(2)
• 9.5 pence final dividend to Tyman shareholders, as declared by Tyman on March 7, 2024, for 2023A fiscal year end
• "Funds certain" debt financing for the cash portion of the consideration, as required under the UK Takeover Code
• • New $750 million Term Loan A, reduced by $250 million draw on upsized ($475 million) Revolving Credit Facility ("RCF")
• Approximately $486 million in shares of Quanex stock issued to existing Tyman shareholders(2)
• Anticipated pro forma net leverage of approximately 2.1x(3) with rapid deleveraging through strong cash flows

Source:	Company and Tyman filings.
Notes:

1. Tyman enterprise value is based on Tyman standalone net debt as of FY 2023A.
2. Dependent on shareholder elections on a fully diluted basis. Assumes GBP:USD exchange rate of 1.2373 as of April 19, 2024.
3. Net leverage based on expected net debt and Enlarged Group Adjusted EBITDA at October 31, 2024 after taking into account the full impact of run-rate cost synergies. Assumes GBP:USD exchange rate of 1.2373 as of April 19, 2024. Enlarged Group means the enlarged group following completion of the Acquisition, comprising Quanex and Tyman.

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T RAN SACTION OVERVIEW (co nt 'd)

FINANCIAL

IMPACT

PATH TO CLOSE

• The combined business would have pro forma revenue of approximately $2 billion(1) and pro forma Adjusted EBITDA of approximately $310 million(1),(2),(3) in FY 2023A (including identified cost synergies)
• Expected cost synergies of approximately $30 million per year with potential for additional revenue synergies
• Accretive to EBITDA margin(1),(2),(3)
• Materially EPS accretive in Year 1(3)
• Transaction currently expected to close in the second half of calendar year 2024
• Shareholder approval required by both Quanex and Tyman shareholders
• • Tyman shareholder approval (majority in number of those voting holding at least 75% of the voting shares must be in favor)
  • Quanex stockholder approval (representing at least a majority of the shares of common stock entitled to vote thereon)
• Close subject to regulatory approval

Source:	Company and Tyman filings, management projections.
Notes:

1. Based on Quanex LTM October 31, 2023 and Tyman LTM December 31, 2023 financials. Assumes GBP:USD exchange rate of 1.2439 for 2023.
2. Reconciliations of Quanex Adjusted EBITDA and Tyman Adjusted EBITDA are available in the appendix of this presentation. Please see page 9 of this presentation for the calculation of pro forma Adjusted EBITDA.
3. Includes approximately $30M of run-rate cost synergies in PF FY 2024E.

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T YMAN AT A GL ANCE

P R O D U C T ( 1 )	G E O G R A P H Y ( 1 )	C H A N N E L ( 1 )
Commercial				Other
access solutions		UK & Ireland
Window and		4%
12%
15%	North America
door	Manufacturers
Seals and
hardware		66%	65%
extrusions
		Distributors
72%
16%	International
	31%
		19%

R E V E N U E		A D J U S T E D E B I T D A ( 3 )
FYE 12/31 in $M		FYE 12/31 in $M
		Margin(3):	~16%	~15%	~15%
$875	$885	$818	$140	$131
			$120

2021A

2022A

2023A

2021A

2022A

2023A

Differentiated	World-class
product offering(2)	brands

Actuators Brackets

Fasteners Handles

Hinges Locks

Operators Seals

~3,600

Employees

Leading provider of differentiated, highly-engineered products supported by value-added services

Source:	Tyman filings.
Notes:	Assumes GBP:USD exchange rate of 1.3758 for 2021, GBP:USD exchange rate of 1.2366 for 2022 and GBP:USD exchange rate of 1 .2439 for 2023.

1. Revenue by product and geography split as of FY 2023A based on December 31, 2023 Tyman year end. Revenue by channel split based on September 2023 Introduction to Tyman presentation.
2. Represents a small selection of Tyman's expansive product portfolio.
3. Reconciliations of Tyman Adjusted EBITDA and Adjusted EBITDA margin (Adjusted EBITDA / Revenue) are available in the appendix of this presentation.

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T RANSFORMATIONAL ACQ UISITION W IT H HIGHLY COMPELLING IN DUSTRIAL LOGIC

1

2

3

4

5

6

Creation of an approximately $2 billion(1) global engineered components supplier with leading positions

Highly complementary and strategic fit across products and geographies

Establishes significant global manufacturing footprint with differentiated capabilities

Significant synergy potential driving enhanced margin and cash flow profile

Fully aligned with BIGGER strategic roadmap for growth and value creation

Strong balance sheet and operating platform well-positioned for deleveraging and future growth

Notes:
(1)	Based on Quanex LTM October 31, 2023 and Tyman LTM December 31, 2023 financials. Assumes GBP:USD exchange rate of 1.2439 for 2023.

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1 CREAT ION OF AN APPROXIMATELY $ 2 BIL L ION GLOBAL ENGINEERED COMPONENTS SUPPL IER W IT H L EAD ING POSIT IONS

Financials aligned to FY 2023A(1)

+

=

COMBINED

REVENUE

$1,131M

~$818M

~$1,949M

Significantly enhanced scale

ADJUSTED EBITDA

$160M(2)

~$120M(2)

~$310M(3)

Material, actionable cost synergies

ADJUSTED EBITDA

14%(2)

~15%(2)

~16%

Meaningful margin expansion

MARGIN

D E L I V E R S A N E N H A N C E D O F F E R I N G O F D I F F E R E N T I AT E D E N G I N E E R E D C O M P O N E N T S F O R O E M S

Insulating Glass Spacers

Window & Door Components

Window & Patio Profiles and Screens

(grills, cladding, thresholds, etc.)

Window & Door Seals and Extrusions

Window & Door Hardware

Commercial Access Solutions

(locks, hinges, handles, decorative, etc.)

(riser doors, roof hatches, railings, etc.)

Smartware & Automation

Cabinet Components

Other Components

(electronic access, sensors, alarms, etc.)

(doors, fronts, frames, etc.)

(vinyl fencing, custom mixing, flashing tape, etc.)

Source:

Company and Tyman filings.

Notes:

Assumes GBP:USD exchange rate of 1.2439 for 2023.

1. Based on historical FY 2023A financial figures using October 31, 2023 year end for Quanex and December 31, 2023 year end for Tyman.
2. Reconciliations of Adjusted EBITDA and Adjusted EBITDA margin (Adjusted EBITDA / Revenue) for both Quanex and Tyman are available in the appendix of this presentation.
3. Includes FY 2023A Adjusted EBITDA for Quanex and Tyman and approximately $30M of run-rate cost synergies.

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2 HIGHLY COMPL EMENTARY AND ST RATEGIC FIT ACROSS PRODUCTS AN D GEOGRAPHIES

+ = COMBINED

PRODUCT

Custom Mixing
7%
Cabinet
Components	Vinyl
19%	Profiles &
	Spacers
	47%
Screens & Accessories
27%

Commercial Access

Solutions

12%

Seals and

Extrusions

16%

Window and Door Hardware

72%

Commercial Access

Seals and	Solutions	Custom Mixing
5%	4%
Extrusions

7%	Window
and Door
Cabinet
Hardware
Components
31%
11%
Screens &
Accessories
15%	Vinyl Profiles &
	Spacers
	27%

Complementary product portfolio and customer base with significant cross-selling opportunity

RoW

RoW

GEOGRAPHY

Europe

22%

North America

78%

Other EMEA

15%

UK & Ireland

15%

4%

North America

66%

2%

EMEA(1)

25%

North America

73%

Expands franchise in North America and introduces new international footprint to couple with Quanex's existing UK and German presence

Source:	Company and Tyman filings.
Notes:	Product and geography mix based on Quanex LTM October 31, 2023 and Tyman LTM December 31, 2023 revenue. Assumes GBP:USD exchange rate of 1.2439 for 2023.

1. EMEA includes Europe, UK & Ireland and Other EMEA segments.

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