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Notice of Annual General Meeting Hilton Food Group Plc

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Notice of Annual General Meeting Hilton Food Group Plc THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO WHAT ACTION TO TAKE YOU ARE RECOMMENDED TO CONSULT YOUR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000. Notice of Annual General Meeting Hilton Food Group plc Notice of the Annual General Meeting which has been convened for Thursday 21 May 2020 at 1:00 p.m. at Hilton Food Group plc, 2-8 The Interchange, Latham Road, Huntingdon, Cambridgeshire PE29 6YE is set out on pages 3 to 6 of this document. If you have sold or otherwise transferred all of your ordinary shares in Hilton Food Group plc, you should send this document, together with the accompanying documents, to the purchaser or transferee of these shares, or to the person through whom the sale or transfer was arranged for transmission to the purchaser or transferee. To be valid, forms of proxy must be completed and returned in accordance with the instructions printed thereon so as to be received by the Company’s registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA (the “Registrar”) as soon as possible and in any event not later than 48 hours before the time appointed for holding the meeting (excluding non-working days). 2 Hilton Food Group plc Notice of Annual General Meeting Hilton Food Group plc (incorporated and registered in England under number 06165540) 2-8 The Interchange, Latham Road, Huntingdon, Cambridgeshire PE29 6YE England Tel: +44 (0) 1480 387214 / Fax: +44 (0) 1480 387241 17 April 2020 To the holders of Hilton Food Group plc shares Dear Shareholder Notice of Annual General Meeting I am pleased to be writing to you with details of our annual general meeting (“AGM”) which we are holding at Hilton Food Group plc, 2-8 The Interchange, Latham Road, Huntingdon, Cambridgeshire PE29 6YE on Thursday 21 May 2020 at 1:00 p.m. The formal Notice of AGM can be found on pages 3 to 6 of this document. Explanatory notes on all the business to be considered at this year’s AGM appear on pages 7 to 10 of this document. The Covid-19 situation is very challenging. Current Government instructions are that, to safeguard everyone’s health and wellbeing, we should stay at home with no unnecessary journeys or social contact and avoid public gatherings of more than two people. We need to be mindful of these instructions but try to balance them with your rights as Hilton shareholders to attend our AGM, to vote on the Resolutions tabled and to ask questions of the Board. Our current assumption is that the existing travel restrictions will remain in place and therefore you must not attend our AGM in person and anyone seeking to attend will be refused entry. We expect that one Director and the Company Secretary, who are also shareholders, will be in attendance at the AGM in person at the venue to conduct the business of the meeting. If circumstances change then we will review and update the arrangements as appropriate. You will be given the opportunity to submit any questions that you may wish to ask and we will make every effort to answer them. Please refer to our website at www.hiltonfoodgroupplc.com/agm-2020 for further guidance which will be regularly updated as the AGM date approaches. I would strongly encourage all shareholders to submit their votes for this AGM using the Proxy Form enclosed either by post or online at www.sharevote.co.uk which must be received by 1:00p.m. on Tuesday 19 May 2020. We apologise that our AGM arrangements may be disrupted in this way but will ensure these arrangements are the most appropriate way to hold our AGM this year. I, and my fellow Directors, are of course available to engage with shareholders as usual. Recommendation 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 are most likely to promote the success of the Company for the benefit of its shareholders as a whole. The Directors unanimously recommend that you vote in favour of the proposed resolutions as they intend to do in respect of their own beneficial holdings. Yours faithfully, Robert Watson OBE Executive Chairman 3 Hilton Food Group plc Notice of Annual General Meeting Notice of Annual General Meeting Company number: 06165540 NOTICE IS HEREBY GIVEN that the AGM of Hilton Food Group plc (the “Company”) will be held at Hilton Food Group plc, 2-8 The Interchange, Latham Road, Huntingdon, Cambridgeshire PE29 6YE on Thursday 21 May 2020 at 1:00 p.m. for the following purposes. You will be asked to consider and, if thought fit, pass the following resolutions. Resolutions 1 to 13 (inclusive) will be proposed as ordinary resolutions and resolutions 14 to 18 (inclusive) will be proposed as special resolutions. Ordinary resolutions 1. To receive and adopt the financial statements of the Company for the 52 weeks ended 29 December 2019, together with the reports of the Directors and auditors on those financial statements. 2. To receive, adopt and approve the Directors’ remuneration report (other than the part containing the Directors’ remuneration policy) contained within the financial statements of the Company for the 52 weeks ended 29 December 2019. 3. To elect Rebecca Shelley, who was appointed by the Board since the last annual general meeting, as a Director of the Company. 4. To re-elect Robert Watson OBE as a Director of the Company. 5. To re-elect Mr Philip Heffer as a Director of the Company. 6. To re-elect Mr Nigel Majewski as a Director of the Company. 7. To re-elect Mrs Christine Cross as a Director of the Company. 8. To re-elect Mr John Worby as a Director of the Company. 9. To re-elect Dr Angus Porter as a Director of the Company. 10. To reappoint PricewaterhouseCoopers LLP as auditors until the conclusion of the next annual general meeting of the Company. 11. To authorise the Audit Committee to determine the auditor’s remuneration. 12. To declare a final dividend of 15.4 pence per ordinary share of 10 pence each in the capital of the Company (the “Ordinary Shares”) for the financial year ended 29 December 2019, payable to shareholders on the register of members of the Company at the close of business on 29 May 2020. 13. That the Directors be generally and unconditionally authorised for the purposes of Section 551 of the Companies Act 2006 (the “Act”) to exercise all the powers of the Company to: (a) allot shares in the Company and grant rights to subscribe for or convert any security into shares in the Company up to an aggregate nominal amount of £2,724,201; and (b) allot equity securities (as defined in Section 560 of the Act) up to an aggregate nominal amount of £5,448,402 (such amount to be reduced by the nominal amount of any shares allotted or rights granted under paragraph (a) of this resolution 13) in connection with an offer by way of a rights issue to: (i) the holders of Ordinary Shares in the Company in proportion (as nearly as may be practicable) to the respective numbers of Ordinary Shares held by them; and (ii) holders of other equity securities, as required by the rights of those securities or, subject to such rights, as the Directors of the Company otherwise consider necessary, and so that the Directors of the Company may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter. These authorities shall apply in substitution for all previous authorities (but without prejudice to the validity of any allotment pursuant to such previous authority) and shall expire at the end of the next annual general meeting of the Company or, if earlier, 15 months after the date of this resolution, save that the Company may before such expiry make any offer or agreement which would or might require shares to be allotted or rights granted to subscribe for or convert any security into shares after such expiry and the Directors may allot shares or grant such rights in pursuance of any such offer or agreement as if the power and authority conferred by this resolution had not expired. Special resolutions 14. That, subject to the passing of resolution 13 above, the Directors be generally and unconditionally empowered for the purposes of Section 570 of the Act to allot equity securities (within the meaning of Section 560 of the Act) for cash: (a) pursuant to the authority conferred by resolution 13 above; or (b) where the allotment constitutes an allotment by virtue of Section 560(3) of the Act, in each case as if Section 561 of the Act did not apply to any such allotment, provided that this power shall be limited to: (i) the allotment of equity securities in connection with an offer of equity securities (but in the case of an allotment pursuant to the authority granted under paragraph (b) of resolution 13, such power shall be limited to the allotment of equity securities in connection with an offer by way of a rights issue only) to: (A) the holders of Ordinary Shares in proportion (as nearly as may be practicable) to the respective numbers of Ordinary Shares held by them; and (B) holders of other equity securities, as required by the rights of those securities or, subject to such rights, as the Directors of the Company otherwise consider necessary, and so that the Directors of the Company may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; 4 Hilton Food Group plc Notice of Annual General Meeting (ii) the grant of options to subscribe for shares in the Company, and the allotment of such shares pursuant to the exercise of options granted, under the terms of any share option scheme adopted or operated by the Company; and (iii) the allotment of equity securities, other than pursuant to paragraphs (i) and (ii) above of this resolution, up to an aggregate nominal amount of £408,630.
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