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.

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. Members can appoint more than one proxy but only where each proxy is appointed to exercise rights attached to different shares. Members cannot appoint more than one proxy to exercise the rights attached to the same share(s). Alternatively, you may appoint

4 a proxy or proxies electronically by logging on to the website of the registrars, Computershare Services (Ireland) Limited: at www.eproxyappointment.com. Shareholders will be asked to enter their Shareholder Reference Number and PIN Number, in addition to the meeting Control Number, as printed on your Form of Proxy and agree to certain conditions. You may also appoint a proxy via the CREST System if you hold your shares in CREST.

RECOMMENDATION

Your Board believes that the resolutions to be proposed at the AGM are in the best interests of the Company and its shareholders. Accordingly, your Directors unanimously recommend you to vote in favour of the resolutions as they intend to do in respect of all the ordinary shares which can be voted by them1.

Yours sincerely,

Carl McCann Chairman

1 As Carl McCann has an interest in Resolution 11, he did not participate in the Board’s decision to recommend the approval of Resolution 11.

5 Explanatory Notes to the Special Business of the AGM

Resolution No. 6 – Authority to allot Relevant Securities

In Resolution 6, the Board seeks shareholders’ authority to allot shares in the capital of the Company up to a maximum nominal amount of €2,590,163 representing the guideline limit of the Investment Association of approximately two-thirds of the Company’s issued ordinary share capital as at 24 July 2020 (being the latest practicable date prior to publication of this Notice). Of this amount, €1,295,082 (representing approximately one-third of the Company’s issued ordinary share capital) can only be allotted pursuant to an open offer or rights issue. The Directors have no present intention of exercising this authority. However, the Directors consider it appropriate to maintain the flexibility that this authority provides. If adopted, the authority under this Resolution will expire at next year’s AGM or 15 months after the forthcoming AGM, whichever is the earlier.

Resolution Numbers 7 and 8 - Authority to Dis-apply Statutory Pre-emption Rights

In Resolutions 7 and 8, the Directors are seeking the authority to allot shares for cash, otherwise than in accordance with statutory pre-emption rights up to the guideline limits of the Investment Association.

In addition to allowing a limited dis-application of pre-emption rights in the case of an open offer or a rights issue for regulatory reasons, Resolution 7 would authorise the Directors allot up to 19,426,223 shares (representing 5% of the nominal value of the issued share capital) for cash on a non pre-emptive basis. This limit will apply to all allotments for cash and any treasury shares that may be reissued for cash.

Resolution 8 would authorise the Directors to allot up to 19,426,223 shares (representing 5% of the nominal value of the issued share capital) for cash on a non pre-emptive basis provided that the proceeds of any such allotment are to be used only for the purposes of financing (or re-financing, if the authority is to be used within six months after the original transaction), a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-emption Rights. The limit in Resolution 8 will apply to all allotments for cash and any treasury shares that may be reissued for cash.

In relation to Resolutions 7 and 8, the Directors confirm their intention to follow the provision of the Statement of Principles on Disapplying Pre-emption Rights most recently published by the Pre-Emption Group regarding cumulative usage of authorities within a rolling three-year period. Those provisions state that a company should not issue shares for cash representing more than 7.5% of the Company's issued share capital in any rolling three-year period, other than to existing shareholders, without prior consultation with shareholders. This limit excludes any ordinary shares issued pursuant to a general dis- application of pre-emptive rights in connection with an acquisition or specified capital investment.

Resolution No. 9 - Authority to Make Market Purchases of the Company’s Own Shares

At the 2019 AGM, shareholders gave the Company and/or any of its subsidiaries authority to make market purchases of up to 10 per cent of the Company’s own shares. Under Resolution No. 9, shareholders are being asked to renew this authority.

The Directors monitor the Company’s share price and may from time to time exercise this power to make market purchases of the Company’s own shares, at price levels which they consider to be in the best interests of the shareholders generally, after taking account of the Company’s overall financial position. The minimum price which may be paid for any market purchase of the Company’s own shares will be the nominal value of the shares, and the maximum price which may be paid will be the greater of (i) 105 per cent of the average market price of such shares for the previous five days and (ii) the higher of the price quoted for the last independent trade and the highest current independent bid or offer for such shares. The power under this Resolution will expire at next year’s AGM or 15 months after the forthcoming AGM, whichever is the earlier.

6 Resolution No. 10 - Authority to Re-issue Treasury Shares

Shareholders are being asked to sanction the price range at which any treasury share (that is a share of the Company redeemed or purchased and held by the Company rather than being cancelled) may be re-issued other than on the Stock Exchange. The maximum and minimum prices at which such a share may be reissued are 120 per cent and 95 per cent respectively of the appropriate price of a share, calculated over the five business days immediately preceding the date of such re-issue as detailed further in the notice of the AGM. If adopted, the authority under this Resolution will expire at next year’s AGM or 15 months after the forthcoming AGM, whichever is the earlier.

Resolution No. 11 - Leases with Balmoral Land Beresford Limited and Balmoral Land Galway Limited

Since the Company’s demerger from Fyffes plc, and as set out in our Admission Document issued on 19 December 2006, the Company’s subsidiary Total Produce Ireland Limited has been a tenant in certain properties (currently seven) which are owned by subsidiaries of Balmoral International Land Holdings plc (formerly known as Blackrock International Land plc), . The rents for these properties had been set in 2006 with rents agreed at market rates and were last reviewed in 2016 on terms advised by independent valuers. Two of the seven leases (Beresford Street and Galway), being the leases entered into with Balmoral Land Beresford Limited and Balmoral Land Galway Limited will reach the end of their term on 31st December 2020. The Company’s subsidiary wishes to remain in occupation of these properties and new leases (the New Leases) are required to be entered into. The Company therefore engaged Jones Lang LaSalle to provide independent valuation advice in regard to the New Leases. The Company and Jones Lang LaSalle have been in negotiation with the subsidiaries of Balmoral International Land Holdings plc which has been advised by Lisney. Since the last rent review in 2016 there has been a general increase in market rental values. The proposed new rents have increased for both properties with a total increased cost of €25,422 per annum (circa 5.6%). The terms of the New Leases, including revised rentals, are supported by valuation reports from Jones Lang LaSalle and are summarised in the letter from Jones Lang LaSalle to the directors of the Company confirming their advice in respect of the New Leases as set out on pages 8 to 10 of this Circular.

As Carl McCann is an executive director and chairman of, as well as being a substantial shareholder in, Balmoral International Land Holdings plc, Balmoral International Land Holdings plc is deemed to be a person connected to a director of the Company for the purpose of section 238 of the Companies Act 2014. An ordinary resolution will therefore be proposed at the AGM for the purpose of approving the New Leases. Carl McCann did not participate in any of the negotiations relating to the New Leases and did not participate in the Board’s decision to recommend the approval of the ordinary resolution.

Copies of the New Leases are available for inspection at the AGM and will also be available for inspection with at least 24 hours prior notice and during normal business hours on any business day from the date of this Circular until the AGM at the Company’s registered office 29 North Anne Street, Dublin 7, D07 PH36.

7 22 July 2020

The Board of Directors Total Produce PLC 29 North Anne Street Dublin D07 PH36

Premises at Beresford Street, Dublin 1 and Ballybane Industrial Estate, Galway

Dear Sirs

I refer to our previous Valuation Reports dated 18th February 2020 in respect of the above properties and now write to confirm our updated opinion of value based on the same assumptions as outlined in the original Report as follows:

➢ Total Produce, Beresford Street, Dublin 1, D07 T611

Location • Self-contained corner site, at the junction of Beresford Street and Mary’s Lane, the immediate environs are characterised by a mix of residential and commercial development. • Dublin Port is situated 6km to the north-east, with Dublin Airport situated 10km to the north.

Description • Detached warehouse unit extending to approx. 47,523 sq ft (4,415 sq m) on 1.63 acres • Double skin asbestos roof • Clear internal height of approx. 6.68 m • Tailgate loading with roller shutter doors providing access to the warehouse

Tenure We have not been provided with confirmation of title and have assumed for the purpose of our valuation that the properties are held freehold or equivalent long leasehold.

Tenancy The facility is currently occupied by Total Produce and a new lease has been sought, the terms of which are:

Term 5-year lease Landlord Break Option Any time upon giving 12 months prior written notice, tenant has right to defer this by an additional 6 months i.e. 18 months Tenant Break Option Any time upon providing 12 months prior written notice

8 Market Rental Value Our opinion of Market Rental Value for the subject property, on the basis of the above lease terms, is summarised as follows:

Description Sq ft (GEA) ERV per sq ft ERV Total Total Produce, Beresford Street, Dublin 1 47,523 €7.50 €356,420

Valuation as at 18th February 2020

Market Rental Value – Rental Value €356,420 (THREE HUNDRED AND FIFTY SIX THOUSAND FOUR HUNDRED AND TWENTY EURO)

➢ Total Produce, Ballybane Industrial Estate, Galway, H91 XFC4

Location • Situated in Ballybane Industrial Estate, Galway which is an established industrial area, on the outskirts of Galway City. • Located approximately 3.3km north-east of the city centre, with primary access to the estate, provided by the N83 (Galway – Tuam). • The facility is situated 7.0km west of the M6 Motorway which connects Galway to Dublin.

Description • Detached industrial unit extending to approx. 33,260 sq ft (3,089.96 sq m) (GEA) on 2.47 acres • Constructed in 3 bays of steel portal frame • Asbestos roof over two outer bays and a metal deck roof in the middle section • Situated on a large site extending to 2.47 acres with ample parking and loading space • Two dock levellers and two ground level roller shutter doors • Eaves height of approx. 6.15 m

Tenure We have not been provided with confirmation of title and have assumed for the purpose of our valuation that the properties are held freehold or equivalent long leasehold.

Tenancy The facility is currently occupied by Total Produce and a new lease has been sought, the terms of which are:

Term 10 year lease Rent Review At the end of the 5th year to a market rent Landlord Break Option Any time upon giving 12 months prior written notice, Landlord cannot exercise break until after the expiry of Year 2 Tenant Break Option Any time upon giving 12 months prior written notice, Tenant cannot exercise break until after the expiry of Year 2

9 Market Rental Value Our opinion of Market Rental Value for the subject property, on the basis of the above lease terms, is summarised as follows:

Description Sq ft (GEA) ERV per sq ft ERV Total Total Produce, Ballybane Industrial Estate 33,260 €3.61 €120,000

Market Rental Valuation as at 18th February 2020

Market Value – Rental Value €120,000 (ONE HUNDRED AND TWENTY THOUSAND EURO)

No allowance has been made of any expenses of realisation, or for taxation (including VAT) which might arise in the event of a disposal and the property has been considered free and clear of all mortgages or other charges which may be secured thereon. We have estimated attributable acquisition costs at 9.96%.

Material valuation uncertainty due to Novel Coronavirus (COVID- 19)

The outbreak of the Novel Coronavirus (COVID-19), declared by the World Health Organisation as a ‘Global Pandemic’ on the 11th March 2020, has impacted many aspects of daily life and the global economy – with some real estate markets experiencing significantly lower levels of transactional activity and liquidity.

As at the valuation date, in the case of the properties that are the subject of this brief report, there is a shortage of market evidence for comparison purposes, to inform opinions of value.

Our valuation of the properties is therefore reported as being subject to ‘material valuation uncertainty’ as set out in VPS 3 and VPGA 10 of the RICS Valuation – Global Standards. Consequently, less certainty – and a higher degree of caution – should be attached to our valuation than would normally be the case.

For the avoidance of doubt, the inclusion of the ‘material valuation uncertainty’ declaration above does not mean that the valuation cannot be relied upon. Rather, the declaration has been included to ensure transparency of the fact that – in the current extraordinary circumstances – less certainty can be attached to the valuation than would otherwise be the case. The material uncertainty clause is to serve as a precaution and does not invalidate the valuation.

Given the unknown future impact that COVID-19 might have on the real estate market and the difficulty in differentiating between short term impacts and long-term structural changes, we recommend that you keep the valuations contained within this report under frequent review.

Yours sincerely

Nigel Healy Director, Industrial Agency [email protected]

10 NOTICE OF ANNUAL GENERAL MEETING

TOTAL PRODUCE PLC

Year ended 31 December 2019

NOTICE IS HEREBY GIVEN that the Annual General Meeting (“AGM”) of Total Produce plc (the “Company”) will be held at 10.30am on Friday, 28 August 2020 Total Produce Foodservice, M1 Business Park, Courtlough, Balbriggan, Co. Dublin K32 PR58 for the following purposes:

1. To receive and consider the Company’s Financial Statements for the year ended 31 December 2019 and the reports of the Directors and auditor thereon, and to review the Company’s affairs.

2. To declare a final dividend of 2.5770 cent per share on the ordinary shares for the year ended 31 December 2019.

3. To elect Helen Nolan as a Director who retires and being eligible, offers herself for election.

4. By separate resolutions, to re-elect as Directors the following, who retire in accordance with the Articles of Association and being eligible, offer themselves for re-election:

(a) Carl P McCann;

(b) Frank J Davis; and

5. To authorise the directors to fix the remuneration of the auditor for the year ending 31 December 2020.

As special business to consider and, if thought fit, pass the following resolutions:-

6. AS AN ORDINARY RESOLUTION:

“That the Directors of the Company are hereby unconditionally authorised to exercise all the powers of the Company to allot relevant securities (within the meaning of section 1021 of the Companies Act 2014) up to an aggregate nominal amount of:

(a) €1,295,082 (129,508,154 shares), representing approximately 33.3% of the nominal value of the issued share capital of the Company (excluding treasury shares); and

(b) €2,590,163 (259,016,308 shares) (after deducting from such limit any relevant securities allotted under paragraph (a) above) being equivalent to approximately 66.6% of the aggregate nominal value of the issued share capital of the Company (excluding treasury shares), provided that (i) they are equity securities (within the meaning of section 1023(1) of the Companies Act 2014) and (ii) they are offered by way of an open offer or rights issue pursuant to the terms of Article 8(d)(i) of the Articles of Association of the Company.

The authority hereby conferred shall expire at the earlier of the close of business on the date of the next AGM after the passing of this resolution or 28 November 2021 provided however that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such offer or agreement as if the authority hereby conferred had not expired.”

11 7. AS A SPECIAL RESOLUTION:

“That subject to the approval of Resolution 6 in the Notice of this meeting, the Directors of the Company are hereby empowered to allot equity securities (as defined by Section 1023 of that Act) for cash in accordance with Article 8(d)(i) and (ii) of the Articles of Association provided that the aggregate nominal value of any shares which may be allotted pursuant to Article 8(d)(ii) together with all treasury shares (as defined in Section 1078 of the Companies Act 2014) reissued while this authority remains operable may not exceed €194,262 (19,426,223 shares) representing 5% of the nominal value of the issued share capital (excluding treasury shares).

This authority shall expire at the earlier of the close of business on the date of the next AGM after the passing of this resolution or 28 November 2021.”

8. AS A SPECIAL RESOLUTION:

“That subject to the approval of Resolution 6 in the Notice of this meeting, the Directors of the Company be and they are hereby authorised in addition to any authority granted under Resolution 7 in the Notice of this meeting to allot equity securities (as defined in Section 1023 of the Companies Act 2014) for cash as if Section 1022 of the Companies Act 2014 did not apply to any such allotment, provided that:

(a) the proceeds of any such allotment are to be used only for the purposes of financing (or re-financing, if the authority is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other 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; and

(b) the nominal value of all equity securities allotted pursuant to this authority together with the nominal value of all treasury shares (as contemplated in Section 1078 of the Companies Act 2014) re-issued while this authority remains operable may not exceed €194,262 (19,426,223 shares) representing 5% of the nominal value of the issued share capital (excluding treasury shares).

This authority shall expire the earlier of the close of business on the date of the next AGM after the passing of this resolution or 28 November 2021 save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry date and the Directors may allot equity securities in pursuance of such offer or agreement as if such power had not expired.”

9. AS A SPECIAL RESOLUTION:

“That the Company and/or any subsidiary (as defined by Section 7 of the Companies Act 2014) of the Company is hereby generally authorised to purchase on a securities market (as defined by Section 1072 of the Companies Act 2014) shares of any class in the Company (“shares”) on such terms and conditions and in such manner as the Directors may determine from time to time but subject to the provisions of the Companies Act 2014 and to the following restrictions and provisions:-

(a) the maximum number of ordinary shares (as defined in the Articles of Association of the Company) authorised to be acquired pursuant to this resolution shall not exceed 38,852,446 (representing 10% of the issued share capital excluding treasury shares);

(b) the minimum price (excluding expenses) which may be paid for any share shall be an amount equal to the nominal value thereof;

12 (c) the maximum price (excluding expenses) which may be paid for any share (a “relevant share”) shall be an amount equal to the greater of:

(i) 105% of the average of the five amounts resulting from determining whichever of the following (A), (B) or (C) specified below in relation to the shares of the same class as the relevant share shall be appropriate for each of the five business days immediately preceding the day on which the relevant share is purchased, as determined from the information published by the trading venue where the purchase will be carried out reporting the business done on each of those five business days:

(A) if there shall be more than one dealing reported for the day, the average of the prices at which such dealings took place; or

(B) if there shall be only one dealing reported for the day, the price at which such dealing took place; or

(C) if there shall not be any dealing reported for the day, the average of the high and low market guide prices for that day;

and if there shall be only a high (but not a low) or a low (but not a high) market guide price reported, or if there shall not be any market guide price reported for any particular day, then that day shall not count as one of the said five business days for the purposes of determining the maximum price. If the means of providing the foregoing information as to dealings and prices by reference to which the maximum price is to be determined is altered or is replaced by some other means, then a maximum price shall be determined on the basis of the equivalent information published by the relevant authority in relation to dealings on the Irish Stock Exchange plc trading as Euronext Dublin or its equivalent; and

(ii) the higher of the price quoted for:

(A) the last independent trade of; and

(B) the highest current independent bid or offer for,

the Company’s shares on the trading venue where the purchase pursuant to the authority conferred by this resolution will be carried out;

The authority hereby granted shall expire at the close of business on the date of the next AGM of the Company after the passing of this resolution or 28 November 2021, whichever is the earlier, unless previously varied, revoked or renewed by special resolution in accordance with the provisions of Section 1074 of the Companies Act 2014. The Company or any such subsidiary may, before such expiry, enter into a contract for the purchase of shares which would or might be executed wholly or partly after such expiry and may complete any such contract as if the authority conferred hereby had not expired.”

10. AS A SPECIAL RESOLUTION:

“That, subject to the passing of Resolution 9 in this Notice of meeting, for the purposes of Section 1078 of the Companies Act 2014, the reissue price range at which any treasury shares (as defined by the said Section 1078) for the time being held by the Company may be reissued off-market shall be as follows:-

(a) the maximum price at which a treasury share may be reissued off-market shall be an amount equal to 120 per cent of the “appropriate price”; and

13 (b) the minimum price at which a treasury share may be re-issued off-market shall be the nominal value of the share where such a share is required to satisfy an obligation under an employee share scheme (as defined in the Listing Rules of Euronext Dublin) operated by the Company or, in all other cases, an amount equal to 95% of the appropriate price.

For the purposes of this resolution the expression “appropriate price” shall mean the average of the five amounts resulting from determining whichever of the following (i), (ii) or (iii) specified below in relation to shares of the class of which such treasury share is to be reissued shall be appropriate in respect of each of the five business days immediately preceding the day on which the treasury share is reissued, as determined from information published in the Euronext Dublin Daily Official List reporting the business done in each of those five business days:-

(i) if there shall be more than one dealing reported for the day, the average of the prices at which such dealings took place; or

(ii) if there shall be only one dealing reported for the day, the price at which such dealing took place; or

(iii) if there shall not be any dealing reported for the day, the average of the high or low market guide prices for the day;

and if there shall be only a high (but not a low) or a low (but not a high) market guide price reported, or if there shall not be any market guide price reported, for any particular day then that day shall not count as one of the said five business days for the purposes of determining the appropriate price. If the means of providing the foregoing information as to dealings and prices by reference to which the appropriate price is to be determined is altered or is replaced by some other means, then the appropriate price shall be determined on the basis of the equivalent information published by the relevant authority in relation to dealings on the The Irish Stock Exchange plc, trading as Euronext Dublin or its equivalent.

The authority hereby conferred shall expire at the close of business on the day of the next AGM of the Company after the passing of this resolution or 28 November 2021, whichever is the earlier, unless previously varied or renewed in accordance with the provisions of Section 1078 of the Companies Act 2014.”

11. AS AN ORDINARY RESOLUTION:

“That, for the purpose of Section 238 of the Companies Act 2019, the Company or any of its subsidiaries may enter into the New Leases (as defined in the Circular to Shareholders which contains the Notice of this meeting).”

J Devine Secretary

29 North Anne Street Dublin 7, DO7 PH36, Ireland 24 July 2020

NOTES TO NOTICE OF ANNUAL GENERAL MEETING OF TOTAL PRODUCE PLC

1. 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 below on how to appoint a proxy.

2. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote on his behalf. A proxy need not be a member of the Company. Appointment of a proxy will not preclude a member from attending and voting at the meeting should the member subsequently wish to do so. You may appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him. Should you wish to appoint more than one proxy, please read carefully the explanatory notes accompanying the Form of Proxy.

3. As a member, you have several ways to exercise your right to vote:

(a) By attending the Annual General Meeting in person although the Board is requesting that shareholders do not physically attend the 2020 AGM but instead follow the proceeding remotely by utilising a teleconference facility provided by the Company; (b) By appointing (either electronically or by returning a completed Form of Proxy) the Chairman of the meeting or another person as a proxy to vote on your behalf; (c) By appointing a proxy via the CREST System if you hold your shares in CREST.

In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other registered holder(s) and, for this purpose, seniority will be determined by the order in which the names stand in the register of members.

4. You may appoint the Chairman of the meeting or another individual as your proxy. You may appoint a proxy by completing the enclosed Form of Proxy, making sure to sign and date the form at the bottom and return it to the Company’s Registrars, Computershare Investor Services (Ireland) Limited. If you are appointing someone other than the Chairman of the meeting as your proxy, then you must fill in the contact details of your representative at the meeting on the Form of Proxy. If you appoint the Chairman of the meeting or another person as a proxy to vote on your behalf, please make sure to indicate how you wish your votes to be cast by ticking the relevant boxes on the Form of Proxy.

Alternatively, a member may appoint a proxy or proxies electronically by logging on to the website of the registrars, Computershare Investor Services (Ireland) Limited: at www.eproxyappointment.com. Shareholders will be asked to enter their Shareholder Reference Number and PIN Number as printed on your Form of Proxy and agree to certain conditions.

5. To be valid, forms of proxy duly signed together with the power of attorney or such other authority (if any) under which they are signed (or a certified copy of such power or authority) must be lodged with the Company’s registrar, Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24 by not later than 10.30am on 26 August 2020.

6. The Company, pursuant to Section 1105 of the Companies Act 2014 and Regulation 14 of the Companies Act, 1990 (Uncertificated Securities) Regulations, 1996 (as amended), specifies that only those shareholders registered in the register of members of the Company as at close of business on 26 August 2020 (or in the case of an adjournment as at as at close of business 2 days before the time of the adjourned meeting) shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their names at the time. Changes to entries in the register after that time will be disregarded in determining the right of any person to attend and/or vote at the meeting.

7. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST Proxy Instruction must be properly authenticated in accordance with Euroclear UK & Ireland Limited (“EUI”)’s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by Computershare Investor Services (Ireland) Limited (ID 3RA50) by 10.30am on 26 August 2020. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp

15 applied to the message by the CREST Applications Host) from which Computershare Services (Ireland) Limited is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Companies Act, 1990 (Uncertificated Securities) Regulations, 1996 (as amended).

8. As of 24th July 2020 (being the latest practicable date prior to the publication of this notice), the outstanding share options issued by the Company would result in the issue of 5,450,000 new ordinary shares if such share options were to be exercised. Further the issue of all of these shares would represent approximately 1.38% of the enlarged equity or 1.53%, if the Company were to exercise in full the proposed authority being sought in Resolution 9 above to purchase its own shares.

9. Biographical details for the Directors standing for election and re-election at the AGM are set out in the Annual Report. Each of the Directors, where applicable, has been subject to the evaluation process recommended by the QCA Corporate Governance Code. On this basis, the Chairman and Board are pleased to recommend the election and re-election of those Directors.

10. Copies of all documentation tabled before the AGM are available on the Company’s website. Should you not receive a Form of Proxy, or should you wish to be sent copies of these documents, you may request this by telephoning the Company’s registrar on +353 1 447 5527 or by writing to the Company Secretary at the address set out above.