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Notice of 2020 Annual General Meeting

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Notice of 2020 Annual General Meeting THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in doubt about the action you should take, you are recommended to immediately seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent professional financial adviser who, if you are taking advice in Ireland, is authorised or exempted pursuant to the European Union (Markets in Financial Instruments) Regulation 2017 of Ireland (as amended) or the Investment Intermediaries Act, 1995 of Ireland (as amended). If you have sold or otherwise transferred all your entire holding of ordinary shares in Total Produce plc, please send this document and the accompanying Form of Proxy to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. Notice of 2020 Annual General Meeting A letter from the Chairman of Total Produce plc is set out on pages 3 to 5 of this document. Your attention is also drawn to the notice of the AGM which will be held at 10.30am on Friday, 28 August 2020 at Total Produce Foodservice, M1 Business Park, Courtlough, Balbriggan, Co. Dublin K32 PR58 which is set out on pages 11 to 14 of this document. Your attention is drawn to the special arrangements for this year’s Annual General Meeting in response to Covid-19. Due to the continuation of the Irish Government’s Covid-19 restrictions in relation to public gatherings and to prioritise the health and safety of our shareholders, employees and other stakeholders, the Board is requesting that, where possible, shareholders do not physically attend the AGM and instead submit a proxy form to ensure they can vote and be represented at the AGM without attending in person. As the situation is evolving and the Irish Government guidance may change, shareholders are encouraged to check the company’s website for any further updates regarding the AGM at www.totalproduce.com/investors/AGM A Form of Proxy for use at the meeting has been sent to all shareholders, and if you wish to appoint a proxy, the form should be returned in the pre-paid envelope provided to the Company’s Registrars, Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, so as to be received no later than 10.30am on 26 August 2020. Alternatively, you may appoint a proxy electronically, by visiting the website of the Company’s Registrar at www.eproxyappointment.com. You will need your control number, shareholder reference number and your PIN number, which can be found on your Form of Proxy. You may also appoint a proxy via the CREST System if you hold your shares in CREST. 1 CONTENTS Page Expected Timetable of Events 2 Agenda of Annual General Meeting 2 Letter from the Chairman 3 Explanatory Notes to the Special Business of the AGM 6 Notice of Annual General Meeting 11 Notes to Notice of Annual General Meeting 15 EXPECTED TIMETABLE OF EVENTS Record date for 2019 final dividend 7 August 2020 Latest time for return of proxies for Annual General Meeting 10.30am on Wednesday, 26 August 2020 Annual General Meeting 10.30am on Friday, 28 August 2020 Payment date for 2019 final dividend 2 September 2020 AGENDA OF ANNUAL GENERAL MEETING Ordinary Business 1. To receive and consider the financial statements for the year ended 31 December 2019 and review the Company’s affairs. 2. To declare a final dividend. 3. Election of Helen Nolan as a Director. 4. Re-election of Directors. 5. Authorisation to fix the remuneration of the Auditors. Special Business 6. Authorisation to allot relevant securities. 7. Authorisation to dis-apply statutory pre-emption rights. 8. Authorisation to dis-apply statutory pre-emption rights to fund an acquisition or other capital investment. 9. Authorisation of market purchases of the Company’s own shares. 10. Determination of the price range for the re-issue of treasury shares off-market. 11. Approval of Leases with Balmoral Land Beresford Limited and Balmoral Land Galway Limited 2 ___________________________________________________________________________ TOTAL PRODUCE plc (the “Company”) (Registered in Ireland No. 427687) Directors Registered Office: Carl McCann (Chairman) 29 North Anne Street Rory Byrne (Chief Executive Officer) Dublin 7 Frank Davis (Finance Director) DO7 PH36 Rose Hynes (Senior Independent Non-executive Director) Ireland Seamus Taaffe (Non-executive Director) Kevin Toland (Non-executive Director) Michael Meghen (Non-executive Director) Imelda Hurley (Non-executive Director) Helen Nolan (Non-executive Director) 24 July 2020 Dear Shareholder, Annual General Meeting 2020 The 2020 Annual General Meeting (“AGM”) of Total Produce plc will be held at 10.30am on Friday, 28 August 2020 at Total Produce Foodservice, M1 Business Park, Courtlough, Balbriggan, Co. Dublin K32 PR58. The formal notice of the AGM is set out on pages 11 to 14 of this document and explanatory notes to the special business are provided on pages 6 to 10. Due to the continuation of the Irish Government’s Covid-19 restrictions in relation to public gatherings and to prioritise the health and safety of our shareholders, employees and other stakeholders, the Board is requesting that, where possible, shareholders do not physically attend the AGM and instead to submit a proxy form to ensure they can vote and be represented at the AGM without attending in person. Please refer to the notes to the Notice of the AGM on how to appoint a proxy. Proxies must be received no later than 10.30am Wednesday, 26th August 2020. The meeting will be conducted as quickly and efficiently as possible and in a functional format. It will be possible to listen to the proceedings of the AGM remotely by utilising a teleconference facility provided by the Company for this purpose. Shareholders will not be able to use this facility to vote, ask questions or table resolutions. To register for the teleconference facility, and receive participant log-in details, please contact the Company Secretary at [email protected] before 10.30am on Wednesday, 26th August 2020. All shareholders will be able to submit questions in advance of the AGM in writing, either by email to the Company Secretary, Jacinta Devine, [email protected] or by post to the Company Secretary, Total Produce plc, 29 North Anne Street, Dublin 7, D07 PH36, to be received no later than 10.30am on Wednesday, 26th August 2020, All correspondence should include sufficient information to identify the shareholder on the Register of Members. Questions submitted using these methods will be addressed by the Chairman at the AGM where possible. All resolutions at the AGM will be decided on a poll, and the results will be published on the company’s website, www.totalproduce.com as soon as possible after the conclusion of the AGM. 3 Board Changes The Board values the benefits of diversity and the Nomination Committee considers the benefits of diversity to complement the range and balance of skills, knowledge and experience. In April 2019 the Board announced the appointment of Helen Nolan as an independent non-executive director, with effect from 1 July 2019. Helen, a chartered accountant, has extensive experience in senior leadership roles across a variety of industries including her former role as a senior executive and Group Secretary at Bank of Ireland. The skills and experience brought by Helen complement and enhance the existing Board. We wish to acknowledge and pay tribute to Frank Gernon and Jerome Kennedy who retired as Directors on 31 March 2020. I join the Board in extending to Frank and Jerome our sincerest appreciation for their service, dedication and commitment. We wish both Frank and Jerome the very best for the future. Helen Nolan has been appointed since the last AGM and being eligible offers herself for election. The Directors who retire by rotation in accordance with the Articles of Association offer themselves for re- election. The Board is made up of six independent Non-Executive directors and three Executive Directors. In addition, the following changes were made to the composition on the Board Committees. Audit Committee Changes: • Jerome Kennedy and Rose Hynes rotated off the Committee on 30 June 2019. • Helen Nolan was appointed as a Committee member with effect from 1 July 2019. • The Committee members are Seamus Taaffe (Chairman), Imelda Hurley and Helen Nolan. Compensation Committee Changes: • Rose Hynes and Jerome Kennedy rotated off the Compensation Committee on 30 June 2019. • Kevin Toland was appointed as Chairman to the Compensation Committee and Michael Meghen was appointed as a Committee member with effect from 1 July 2019. • The Committee members are Kevin Toland (Chairman) and Michael Meghen Nomination Committee Changes: • Jerome Kennedy rotated off the Committee on 30 June 2019. • Michael Meghen was appointed to the Committee with effect from 1 July 2019. • The Committee members are Carl McCann (Chairman), Rory Byrne, Seamus Taaffe and Michael Meghen. Final Dividend The Board is proposing a 2.5% increase in the final dividend to 2.5770 (2018: 2.5140) cent per share subject to the approval of shareholders at the AGM. If approved, this dividend will be paid on 2 September 2020 to shareholders on the register at 7 August 2020, subject to dividend withholding tax. Further Action A Form of Proxy for use at the AGM is enclosed. You are requested to complete, sign and return the Form of Proxy as soon as possible. To be valid, the Form of Proxy should be returned by hand to the registrar of the Company, Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, Ireland, or by post to PO Box 13030, Dublin 24 or by facsimile transmission to the facsimile number printed on the Form of Proxy, to arrive not less than 48 hours before the time appointed for the holding of the meeting.
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