Hilton Food Group PLC

AGM Information • Apr 24, 2017

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 tenth Annual General Meeting which has been convened for Wednesday 24 May 2017 at 12:00 pm at The Old Bridge Hotel, 1 High Street, Huntingdon, Cambridgeshire PE29 3TQ is set out on pages 3 to 8 of this document.

If you have sold or transferred all of your Ordinary Shares in Hilton Food Group plc, you should pass this document, together with the accompanying form of proxy, to the person through whom the sale or transfer was made 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 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).

Hilton Food Group plc 2–8 The Interchange, Latham Road, Huntingdon, Cambridgeshire PE29 6YE England Tel: +44 (0) 1480 387214 / Fax: +44 (0) 1480 387241

From the Non-Executive Chairman, Colin Smith

24 April 2017

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 tenth Annual General Meeting ("AGM") which we are holding at The Old Bridge Hotel, 1 High Street, Huntingdon, Cambridgeshire PE29 3TQ on Wednesday 24 May 2017 at 12:00 pm. The formal Notice of Annual General Meeting 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 and 8 of this document.

If you would like to vote on the resolutions but cannot come to the AGM, please fill in the proxy form sent to you with this Notice and return it to our registrars as soon as possible. They must receive it by 12:00 pm on Monday 22 May 2017.

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. Your Board will be voting in favour of them and unanimously recommends that you do so as well.

Yours faithfully

Colin Smith OBE Non-Executive Chairman

Notice of Annual General Meeting

Company number: 06165540

NOTICE IS HEREBY GIVEN that the tenth Annual General Meeting of Hilton Food Group plc (the "Company") will be held at The Old Bridge Hotel, 1 High Street, Huntingdon, Cambridgeshire PE29 3TQ on Wednesday 24 May 2017 at 12:00 pm for the following purposes.

You will be asked to consider and, if thought fit, pass the following resolutions. Resolutions 1 to 9 (inclusive) will be proposed as ordinary resolutions and resolutions 10 to 12 (inclusive) will be proposed as special resolutions.

• 1. To receive and adopt the financial statements of the Company for the 52 weeks ended 1 January 2017 and the reports of the Directors and auditors on those financial statements.
• 1. 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 1 January 2017.
• 1. To receive, adopt and approve the Directors' remuneration policy, as set out on pages 46 to 51 of the Directors' remuneration report contained within the financial statements of the Company for the 52 weeks ended 1 January 2017.
• 1. To re-elect Mr Colin Smith, who retires by rotation and offers himself for reappointment by general meeting, as a Director of the Company.
• 1. To re-elect Mr Nigel Majewski, who retires by rotation and offers himself for reappointment by general meeting, as Director of the Company.
• 1. To reappoint PricewaterhouseCoopers LLP as auditors .
• 1. To authorise the Directors to determine the auditor's remuneration.
• 1. To declare a final dividend of 12.5p per share on each of the Company's Ordinary Shares for the financial year ended 1 January 2017.
• 1. 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 £2,452,431; and

(b) allot equity securities (as defined in Section 560 of the Act) up to an aggregate nominal amount of £4,904,862 (such amount to be reduced by the nominal amount of any shares allotted or rights granted under paragraph (a) of this resolution 9) 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 thatthe 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 asif the power and authority conferred by this resolution had not expired.

• 1. That, subject to the passing of resolution 9 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 9 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 9, 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 the Company 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;

(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 £367,865.

This power shall (unless previously renewed, varied or revoked by the Company in general meeting) expire at the conclusion of the next Annual General Meeting of the Company following the passing of this resolution or, if earlier, on the date 15 months after the passing of such resolution, save that the Company may before the expiry of this power make any offer or enter into any agreement which would or might require equity securities to be allotted, or treasury shares sold, after such expiry and the Directors may allot equity securities or sell treasury shares in pursuance of any such offer or agreement as if the power conferred by this resolution had not expired.

• 1. That the Company be generally and unconditionally authorised for the purposes of Section 701 of the Act to make market purchases (as defined in Section 693(4) of the Act) of Ordinary Shares of 10 pence each in the capital of the Company in such manner and on such terms as the Directors of the Company may from time to time determine, and where such shares are held as treasury shares, the Company may use them for the purposes set out in Sections 727 or 729 ofthe Act, including for the purpose of its employee share schemes, provided that:
• (a) the maximum number of Ordinary Shares which may be purchased is 7,357,293;
• (b) the minimum purchase price which may be paid for any Ordinary Share is 10 pence (exclusive of expenses);
• (c) the maximum purchase price which may be paid for any Ordinary Share shall not be more than the higher of (in each case exclusive of expenses):
• (i) 5% above the average middle market quotations for an Ordinary Share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the purchase is made; and
• (ii) an amount equal to the higher of the price of the last independent trade and the highest current independent bid as derived from the London Stock Exchange Trading System (SETS).

This authority shall take effect on the date of passing of this resolution and shall (unless previously revoked, renewed or varied) expire on the conclusion ofthe next Annual General Meeting of the Company after the passing of this resolution or, if earlier, 15 months after the date of passing of this resolution, save in relation to purchases of Ordinary Shares the contract for which was concluded before the expiry of this authority and which will or may be executed wholly or partly after such expiry.

1. That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.

By order of the Board 24 April 2017 Neil George Registered office: Company Secretary 2–8 The Interchange

Latham Road Huntingdon Cambridgeshire PE29 6YE

Registered in England and Wales No. 6165540

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Notes:

• 1. Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting and at any adjournment of it. A member may appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member. If a proxy appointment is submitted without indicating how the proxy should vote on any resolution, the proxy will exercise his discretion as to whether and, if so, how he votes.
• 1. A proxy need not be a member of the Company. A proxy form which may be used to make such appointment and give proxy instructions accompanies this notice. If you do not have a proxy form and believe that you should have one, or if you require additional forms, please contact the Company's Registrar, Equiniti Limited, on 0371 384 2030 (international callers: +44 121 415 7047). Lines are open 8:30 am to 5:30 pm, Monday to Friday. Members may also appoint a proxy through the CREST electronic proxy appointment service as described in note 14 below.
• 1. To be valid, any proxy form or other instrument appointing a proxy must be received by post or (during normal business hours only) by hand to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA no later than 12:00 pm on Monday 22 May 2017, together with, if appropriate, the power of attorney or other authority (if any) under which it is signed or a duly certified copy of that power or authority.
• 1. The return of a completed proxy form, other such instrument or any CREST Proxy Instruction (as described in note 14(a) below) will not prevent a member attending the meeting and voting in person if he/she wishes to do so.
• 1. A vote withheld option is provided on the form of proxy to enable you to instruct your proxy not to vote on any particular resolution; however, it should be noted that a vote withheld in this way is not a 'vote' in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
• 1. Any person to whom this notice is sent who is a person nominated under Section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
• 1. The statement of the rights of shareholders in relation to the appointment of proxies in notes 1, 2 and 3 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company.
• 1. To be entitled to attend and vote at the meeting (and for the purpose of the determination by the Company of the votes they may cast), members must be registered in the register of members of the Company at 6:30 pm on Monday 22 May 2017 (or, in the event of any adjournment, 6:30 pm on the date which is 48 hours before the time of the adjourned meeting (excluding non-working days)). Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
• 1. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
• 1. If a member submits more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
• 1. Any member attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if: (i) to do so would interfere unduly with the preparation for the meeting or would involve the disclosure of confidential information; or (ii) the answer has already been given on a website in the form of an answer to a question; or (iii) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
• 1. Under section 527 of the Companies Act 2006, members meeting the threshold requirement in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct ofthe audit) that are to be laid before the annual general meeting; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the annual general meeting includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.
• 1. As at the date of issue of this notice the Company's issued share capital consists of 73,572,931 Ordinary Shares, carrying one vote each. Therefore, the total voting rights in the Company as at the date of issue of this notice are 73,572,931.
• 1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for this meeting 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. Please note the following:

• (a) In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual which can be viewed at www.euroclear.com. The message, regardless of whether it constitutes the appointment of a proxy or is 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 the issuer's agent (ID RA19) by the latest time(s) for receipt of proxy appointments specified in this notice. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the issuer's agent 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.

• (b) CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited 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.

• (c) The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 1. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
• 1. The following documents will be available for inspection during normal business hours at the registered office of the Company from the date of issue of this notice (Saturdays, Sundays and public holidays excepted) until the time of the meeting and at The Old Bridge Hotel, 1 High Street, Huntingdon, Cambridgeshire PE29 3TQ from 15 minutes before the meeting until it ends:
• Copies of the Executive Directors' service contracts;
• Copies of Letters of Appointment of the Non-Executive Directors; and
• The annual financial statements and reports of the Company for the 52 weeks ended 1 January 2017.
• 1. A copy of this notice, and other information required by Section 311A of the Companies Act 2006 can be found at www.hiltonfoodgroupplc.com/investors-agm.

You may not use any fax number or email address or other electronic address provided in this notice to communicate with the Company for any purpose other than expressly stated.

Explanatory notes

The notes on the following pages give an explanation of the proposed resolutions.

Resolutions 1 to 9 (inclusive) are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 10 to 12 (inclusive) are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

Report and financial statements (Resolution 1)

The Directors of the Company must present the financial statements to the meeting.

Directors' remuneration report: implementation report (Resolution 2)

In line with legislation, this vote will be advisory. You can find the Directors' remuneration report on pages 45 to 57 of the Company's Annual Report and financial statements.

Directors' remuneration policy (Resolution 3)

The purpose of resolution 3 is to seek approval of the Company's policy on the remuneration of the executive and non-executive directors. You can find this policy on pages 46 to 51 of the Company's Annual Report and financial statements.

If the policy is approved, the Company will only be able to make payments to Directors in line with that policy. The next time shareholders will be asked to approve such policy will be at the Company's annual general meeting in 2020. This is unless the Company believes it is necessary to introduce a new remuneration policy or make changes to the existing approved policy before that date. In these circumstances, the remuneration policy will be put back to shareholders for approval either at an annual general meeting, or an interim general meeting.

If the policy is not approved, the Company will continue to operate according to the last remuneration policy which was approved at the annual general meeting on 14 May 2014.

Re-election of Directors (Resolutions 4 and 5)

The Company's Articles of Association require that all Directors retire at least every three years and that all newly appointed Directors retire at the first AnnualGeneral Meeting following their appointment. Furthermore, in line with the UK Corporate Governance Code, it is the Company's practice that any Non-Executive Director having been in post for nine years or more is subject to annual re-election.

At this meeting Mr Colin Smith and Mr Nigel Majewski will retire and stand for re-election as Directors. Short biographies are given below and in the accompanying Annual Report. Having considered their performance and contribution the Board remains satisfied that they continue to be effective and to demonstrate commitment to the role and, as such, recommend their re-election.

Colin Smith OBE – Non-Executive Chairman

Colin joined the Hilton Food Group in 2010 as a Non-Executive Director and has extensive experience in the food and distribution industry. A Chartered Accountant, he was at Safeway plc for 20 years in senior finance roles including Finance Director and for the last six years as Chief Executive. Colin has held a number of board and advisory roles in the industry including the Chairmanship of Assured Food Standards and board advisor to Natures Way Foods. He was previously a Non-Executive Director of McBride plc and Chairman of Poundland Holdings Limited for 10 years until 2012 and thereafter a Non-Executive Director for a further two years before retiring in 2014. He is currently Chairman of the social enterprise The Challenge Network and a Non-Executive Director of LXi REIT plc. Colin was appointed Chairman of the Board on 25 May 2016 and is Chairman of the Nomination Committee.

Nigel Majewski – Chief Financial Officer

Nigel was appointed Chief Financial Officer of Hilton in 2006 following 11 years in senior finance roles with PepsiCo. Prior to that, Nigel gained extensive meat industry experience in senior finance roles with Bernard Matthews plc and has also worked for Royal Dutch Shell and Whitbread. He is a qualified Chartered Accountant and has a first class honours degree in accountancy. Nigel is Chairman of the Risk Management Committee.

Reappointment and remuneration of auditors (Resolutions 6 and 7)

Resolution 6 proposes the reappointment of PricewaterhouseCoopers LLP as auditors of the Company. Resolution 7 authorises the Directors to set their remuneration.

Declaration of a dividend (Resolution 8)

A final dividend can only be paid after the shareholders at a general meeting have approved it. A final dividend of 12.5p per Ordinary Share is recommended by the Directors for payment to shareholders who are on the register of members at the close of business on 2 June 2017. If approved, the date of payment of the final dividend will be 30 June 2017 .

Directors' authority to allot shares (Resolution 9)

The purpose of resolution 9 is to renew the Directors' authority to allot shares.

The authority in paragraph (a) will allow the Directors to allot new shares in the Company or to grant rights to subscribe for or convert any security into shares in the Company up to a nominal value of £2,452,431 (so 24,524,310 shares in the Company of 10p each), which is equivalent to approximately one-third (33.33%) of the total issued Ordinary Share capital of the Company as at the date of this notice. There is no present intention of exercising this general authority.

The authority in paragraph (b) will allow the Directors to allot new shares or to grant rights to subscribe for or convert any security into shares in the Company only in connection with a pre-emptive rights issue up to an aggregate nominal value of £4,904,862 (so 49,048,620 shares in the Company of 10p each), which is equivalent to approximately two-thirds (66.67%) of the Company's issued share capital as the date of this notice (inclusive of the nominal value of £2,452,431 sought under paragraph (a) of the resolution). This is in line with corporate governance guidelines. There is no present intention to exercise this authority.

As at the date of this notice the Company did not hold any shares in treasury.

If the resolution is passed, the authority will expire on the earlier of 24 August 2018 (the date which is 15 months after the date of the resolution) and the end ofthe next Annual General Meeting of the Company in 2018.

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Disapplication of pre-emption rights (Resolution 10)

If the Directors wish to allot new shares or grant rights over shares or sell treasury shares for cash (other than pursuant to an employee share scheme), company law requires that these shares are first offered to existing shareholders in proportion to their existing holdings. There may be occasions, however, when the Directors will need the flexibility to finance business opportunities by the issue of Ordinary Shares without a pre-emptive offer to existing shareholders. This cannot be done unless the shareholders have first waived their pre-emption rights.

Resolution 10 asks the shareholders to do this and, apart from rights issues or any other pre-emptive offer concerning equity securities or the grant of share options, the authority will be limited to the issue of shares for cash up to a maximum number of 3,678,650 (which includes the sale on a non pre-emptive basis of any shares held in treasury), which is equivalent to approximately 5% of the Company's issued Ordinary Share capital as at the date of this notice. The Company undertakes to restrict its use of this authority to a maximum of 7.5% of the Company's issued Ordinary Share capital in any three-year period. Shareholders will note that this resolution also relates to treasury shares and will be proposed as a special resolution.

This resolution seeks a disapplication of the pre-emption rights on a rights issue so as to allow the Directors to make exclusions or such other arrangements as may be appropriate to resolve legal or practical problems which, for example, might arise with overseas shareholders. If given, the authority will expire at the conclusion of the next Annual General Meeting of the Company in 2018 or, if earlier, 24 August 2018 (the date which is 15 months after the passing of the resolution).

Authority to purchase own shares (Resolution 11)

In certain circumstances, it may be advantageous for the Company to purchase its own shares and resolution 11 seeks the authority from shareholders to continue to do so. The Directors will continue to exercise this power only when, in the light of market conditions prevailing at the time, they believe that the effect of such purchases will be to increase earnings per share and is in the best interests of shareholders generally. Other investment opportunities, appropriate gearing levels and the overall position of the Company will be taken into account when exercising this authority.

Any shares purchased in this way will be cancelled and the number of shares in issue will be reduced accordingly, save that the Company may hold in treasury any of its own shares that it purchases pursuant to the Act and the authority conferred by this resolution. This gives the Company the ability to re-issue treasury shares quickly and cost-effectively and provides the Company with greater flexibility in the management of its capital base. It also gives the Company the opportunity to satisfy employee share scheme awards with treasury shares. Once held in treasury, the Company is not entitled to exercise any rights, including the right to attend and vote at meetings in respect of the shares. Further, no dividend or other distribution of the Company's assets may be made to the Company in respect of the treasury shares.

The resolution specifies the maximum number of Ordinary Shares that may be acquired (approximately 10% of the Company's issued Ordinary Share capital as at the date of this notice) and the maximum and minimum prices at which they may be bought.

As at the date of this notice there are no warrants or options over shares in the capital of the Company.

Resolution 11 will be proposed as a special resolution to provide the Company with the necessary authority. If given, this authority will expire at the conclusion of the next Annual General Meeting of the Company in 2018 or, if earlier, 24 August 2018 (the date which is 15 months after the date of passing of the resolution).

The Directors intend to seek renewal of this power at subsequent Annual General Meetings.

General meetings: length of notice (Resolution 12)

The Companies (Shareholder Rights) Regulations 2009 (which implemented the EU Shareholder Rights Directive with effect from 3 August 2009) increased the notice period for general meetings (other than Annual General Meetings) of listed companies, such as the Company, to 21 days from 14 days, unless certain conditions are met.

A shareholder resolution reducing the period of notice to not less than 14 clear days must be passed at an immediately preceding AGM to ensure that the general meetings of the Company (other than AGMs) may continue to be held on 14 clear days' notice. The approval will be effective until the Company's nextAnnual General Meeting, when it is intended that a similar resolution will be proposed. Note that in order to be able to call a general meeting on less than 21 clear days' notice, the Company must make a means of electronic voting available to all shareholders for that meeting. It is intended that this flexibility will only be used for non-routine business and where merited in the interests of shareholders as a whole.