Kerry Group Plc — AGM Information 2011

Apr 12, 2011

This document is important and requires your immediate attention. If you are in any doubt about the course of action to take you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser.

If you have sold all your shares in Kerry Group plc please forward this document to the agent through whom the sale was effected for transmission to the purchaser.

Kerry Group plc

Notice of Annual General Meeting and Letter from the Chairman

To each member

Notice is hereby given that the Annual General Meeting of Kerry Group plc will be held at the Brandon Hotel, Tralee, Co Kerry on Tuesday 10 May 2011 at 2pm for the following purposes:

As Ordinary Business

• 1. To receive and consider the accounts for the year ended 31 December 2010 and the Directors' and Auditors' Reports thereon.
• 1. To declare a final dividend as recommended by the Directors.
• 1. (a) To re-elect (i) Mr Kieran Breen and (ii) Mr Patrick Flahive who were appointed to the Board since the previous Annual General Meeting and who, in accordance with Article 102 of the Articles of Association of the Company, retire and being eligible, offer themselves for re-election.
• (b) To re-elect the following Directors who retire by rotation and who, being eligible, are seeking re-election:
  • (i) Mr Denis Buckley
  • (ii) Mr Gerry Behan
  • (iii) Mr Denis Carroll
  • (iv) Mr Michael Dowling
  • (v) Mr Michael Fleming
  • (vi) Mr Noel Greene
  • (vii) Mr Flor Healy
  • (viii) Mr Kevin Kelly
  • (ix) Mr Stan McCarthy
  • (x) Mr Brian Mehigan
  • (xi) Mr Gerard O'Hanlon
  • (xii) Mr Denis Wallis
• 1. To authorise the Directors to fix the remuneration of the Auditors.

As Special Business

1. To consider and, if thought fit, pass the following ordinary resolution:

To receive and consider the Remuneration Report for the year ended 31 December 2010.

6. To consider and, if thought fit, pass the following ordinary resolution:

That the Directors are hereby generally and unconditionally authorised to exercise all the powers of the Company to allot relevant securities within the meaning of Section 20 of the Companies (Amendment) Act, 1983. The maximum amount of the relevant securities which may be allotted under the authority hereby conferred shall be the authorised but unissued A Ordinary Shares in the capital of the Company. The authority hereby conferred shall expire on 10 August 2012 unless and to the extent that such authority is renewed, revoked or extended prior to such date. 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, notwithstanding that the authority hereby conferred has expired.

7. To consider and, if thought fit, pass the following special resolution:

That the Directors are hereby empowered pursuant to Sections 23 and 24 (1) of the Companies (Amendment) Act, 1983 to allot equity securities within the meaning of the said Section 23 for cash as if Section 23(1) of the said Act did not apply to any such allotment provided that this power shall expire on 10 August 2012 unless and to the extent that such authority is renewed, revoked or extended prior to such date, 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, and the Directors may allot equity securities in pursuance of such an offer or agreement as if the power conferred by this paragraph had not expired and provided that the maximum amount of equity securities (within the meaning of the said Section 23) which may be allotted under this authority shall not exceed in aggregate the equivalent of 5% of the issued A Ordinary Share Capital of the Company at the date hereof.

8. To consider, and, if thought fit, pass the following special resolution:

That the Company be and is hereby authorised to purchase A Ordinary shares on the market (as defined in Section 212 of the Companies Act 1990), in the manner provided for in Article 13A of the Articles of Association of the Company, up to a maximum of 5% of the A Ordinary shares in issue at the date of the passing of this resolution. This authority shall expire at the close of business on the date of the Annual General Meeting in 2012.

By order of the Board

Brian Durran

Group Secretary

Registered Office: Prince's Street, Tralee, Co Kerry, Ireland 7 April 2011

Notes:

• a) Every member of the Company entitled to attend and vote at the above meeting may appoint a proxy (who need not be a member of the Company) to attend, speak and vote on his/her behalf. For this purpose an instrument of proxy is enclosed with the notice. Shareholders may also cast their vote(s) electronically and the procedure for this is set out on page 4 of this letter and in the notes contained in the proxy form accompanying this letter. Appointment of a proxy will not preclude a member from attending and voting at the meeting.
• b) There are no contracts of service which are required to be available for inspection at the meeting.
• c) The Registers required to be maintained by the Company under Section 59 and 80 of the Companies Act, 1990 will be available for inspection to any person attending the Annual General Meeting for fifteen minutes prior to and until the conclusion of the meeting.
• d) Copies of the Directors' appointment letters will be available for inspection to any person attending the Annual General Meeting for fifteen minutes prior to and until the conclusion of the meeting.

Dear Shareholder

Please find enclosed a copy of the 2010 Annual Report together with Proxy form and Attendance Card. Attached to this letter you will find a copy of the Notice convening the Annual General Meeting of the Company to be held at the Brandon Hotel on Tuesday 10 May 2011 at 2pm. The purpose of this letter is to explain the various resolutions to be considered by shareholders at the meeting.

Ordinary Business

1. Report and Accounts

This is a resolution to consider the audited financial statements of the Company for the year ended 31 December 2010.

2. Dividend

The Board has recommended a final dividend of 20 cent per share which is in addition to the interim dividend of 8.80 cent per share paid in November 2010. Subject to approval by shareholders at the AGM the final dividend will be paid on 13 May 2011 to shareholders registered on the record date 15 April 2011.

3. (a) Re-election of (i) Mr Kieran Breen and (ii) Mr Patrick Flahive

Mr Kieran Breen and Mr Patrick Flahive were appointed to the Board on 12 January 2011. Under the provisions of Article 102 of the Company's Articles of Association they are required to retire at the forthcoming Annual General Meeting at which they will be offering themselves for re-election.

(b) Re-election of (i) Mr Denis Buckley, (ii) Mr Gerry Behan, (iii) Mr Denis Carroll, (iv) Mr Michael Dowling, (v) Mr Michael Fleming, (vi) Mr Noel Greene, (vii) Mr Flor Healy, (viii) Mr Kevin Kelly, (ix) Mr Stan McCarthy, (x) Mr Brian Mehigan, (xi) Mr Gerard O'Hanlon, (xii) Mr Denis Wallis.

In accordance with the provisions of the UK Corporate Governance Code the aforementioned Directors are required to retire by rotation at the AGM and, being eligible, are offering themselves for re-election. The performance of each of the eight non-executive Directors, Mr Denis Buckley, Mr Denis Carroll, Mr Michael Dowling, Mr Michael Fleming, Mr Noel Greene, Mr Kevin Kelly, Mr Gerard O'Hanlon and Mr Denis Wallis has also been formally evaluated and the Board considers that the performance of each continues to be effective and they individually demonstrate commitment to their roles as Directors. Mr Michael Sullivan also retires by rotation but is not seeking re-election and will retire from the Board following the conclusion of the AGM.

The biographical details of the Directors, the subject of re-election, are set out in the Annual Report. The Board recommends the re-election of all Directors seeking re-election.

4. To authorise the Directors to fix the remuneration of the Auditors

This is a resolution authorising the Board to fix the remuneration of the Auditors in line with agreed terms of engagement as approved by the Audit Committee.

Special Business

5. Ordinary Resolution (Remuneration Report)

Resolution 5 is to receive and consider the Remuneration Report as set out on pages 63 to 66 in the Annual Report. The resolution is an advisory resolution only and is being put to shareholders in accordance with the Company's commitment to best corporate governance practice.

1. Section 20 Authority to allot shares (Ordinary Resolution) This resolution proposes to renew the authority of the Board of Directors to allot shares in the Company which authority shall expire on the 10 August 2012 unless and to the extent that it is renewed, revoked or extended prior to such date.

7. Disapplication of pre-emption rights (Special Resolution)

This resolution proposes to renew the power given to the Board of Directors to allot shares in the Company for cash on a non pro-rata basis should it so decide provided that the maximum number of shares to be allotted under the authority shall not exceed in aggregate the equivalent of 5% of the issued ordinary shares at the date the resolution is passed. The authority shall likewise expire on the 10 August 2012 unless and to the extent that it is renewed, revoked or extended prior to that date.

8. Purchase of own shares (Special Resolution)

This resolution proposes to grant the authority to the Company to make market purchases of its own shares in accordance with the provisions contained in the Company's Articles of Association. The authority will expire on the date of the Annual General Meeting in 2012. The maximum amount of shares that may be purchased by the Company under this authority is 5% of the issued share capital at the date of the passing of the resolution.

The Directors believe that the resolutions to be proposed at the meeting are in the best interests of the Company and its shareholders as a whole and recommend that you vote in favour of the resolutions. The Directors intend to vote in favour of the resolutions in respect of their own beneficial holdings of A Ordinary Shares, amounting in total, at 1 March 2011, to 441,271 A Ordinary Shares, representing approximately 0.25% of the issued A Ordinary share capital of the Company.

Every shareholder of the Company entitled to attend and vote at the Annual General Meeting may appoint a Proxy (who need not be a shareholder of the Company) to attend, speak and vote on his/her behalf. A personalised Proxy form is enclosed with the Annual Report. If you decide to appoint a Proxy it will not preclude you from attending and voting at the meeting. Should you have any queries in relation to the contents of the correspondence enclosed please contact:

Kerry Group plc Share Registration Department Prince's Street Tralee Co Kerry Tel: + 353 66 718 2000 or by email to registrar@kerry.ie

Yours faithfully

Denis Buckley Chairman

Attendance at Meeting

Attached to the Proxy Form is an Attendance Card which should be brought with you to the meeting to ensure ease of admission. Failure to bring this card may result in you being asked to provide identification in order to gain entry to the meeting and access may be delayed or refused as a result.

Electronic Proxy Voting

Voting via the Internet

An easy to use service to access your share account details and vote on-line is available on Kerry Group's website at www.kerrygroup.com/shareholder

To log in simply enter your surname and your Shareholder Reference Number as quoted on the accompanying Proxy Form. If shares are held electronically in CREST you will need to insert your Crest Participant ID and sub-account number. To vote click the 'Vote' button and follow the on-screen prompts to record your vote. When you complete your voting input your

PIN number (as quoted on the accompanying Proxy form) and click the 'Submit' button.

Voting via CREST

CREST participants may also submit their votes through the CREST system.