Kerry Group Plc — AGM Information 2024

Nov 25, 2024

THIS CIRCULAR AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION.

If you are in any doubt about the contents of this Circular and what action you should take, you are recommended to consult your independent professional adviser being, in the case of Shareholders in Ireland. an organisation or firm authorised or exempted pursuant to the European Communities (Markets in Financial Instruments) Regulations 2017 (as amended) or the Investment Intermediaries Act 1995 (as amended) and, in the case of Shareholders in the United Kingdom, an adviser authorised pursuant to the FSMA and, in the case of Shareholders in a territory outside Ireland and the United Kingdom, from another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred your entire holding of Shares in Kerry Group plc, please forward this document and any other documentation, (excluding the personalised 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 transmission to the purchaser or transferee as soon as possible. However, such documents should not be forwarded or delivered in or into any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction. If you have sold or otherwise transferred only part of your holding of Shares in Kerry Group plc, you should retain this document and the Form of Proxy and please consult the stockbroker, bank or other agent through or by whom the transfer or sale was effected.

Kerry Group plc

(Incorporated and registered in Ireland, registered number 111471)

Proposed Disposal of Kerry Dairy Ireland

Circular to Shareholders and Notice of Extraordinary General Meeting

Your attention is drawn to the letter from the Chairman of the Company set out in Part I of this document, which contains the recommendation of the Board to Shareholders to vote in favour of the Resolutions to be proposed at the EGM referred to below. You should read this document in its entirety and consider whether or not to vote in favour of the Resolutions in light of the information contained in this document.

Notice of an Extraordinary General Meeting to be held at 2 p.m. at The Rose Hotel, Dan Spring Road, Tralee, Co. Kerry, V92 HKA4, Ireland on Thursday, 19 December 2024 is set out in Part V (Notice of EGM) of this Circular.

A form of proxy for use at the EGM is enclosed ("Form of Proxy"). If you wish to validly appoint a proxy, the Form of Proxy should be completed and signed in accordance with the instructions printed thereon, and returned to the Share Registration Department, Kerry Group plc, Prince's Street, Tralee, Co. Kerry, V92 EH11, Ireland by no later than 2 p.m. on Tuesday, 17 December 2024. Euroclear Bank Participants and those who hold their interests in the Company as CREST Depository Interests should consult with their stockbroker or other intermediary as applicable, at the earliest opportunity, for further information on the processes and timelines for appointing a proxy for the EGM through the respective systems. The completion and return of a Form of Proxy will not preclude you from attending in person at the EGM, or any adjournment thereof, should you wish to do so.

Electronic proxy appointment is also available for the EGM. This facility enables a Shareholder to appoint a proxy by electronic means by visiting our website www.kerry.com/shareholder/proxy. To appoint a proxy on this website Shareholders need to enter a Shareholder Reference Number ("SRN") and a PIN and agree to certain terms and conditions specified by the Registrar. The SRN and PIN can be found on the Form of Proxy. In each case the proxy appointment must be received electronically by no later than 2 p.m. on Tuesday, 17 December 2024. The completion of an electronic proxy appointment will not prevent you from attending and voting in person at the EGM, or any adjournment thereof, should you wish to do so.

Goldman Sachs, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting as financial adviser to Kerry, and no one else, in connection with the matters set out in this document. Davy, which is authorised and regulated in Ireland by the Central Bank of Ireland, is acting as sponsor to Kerry, and no one else, in connection with the matters set out in this document. In connection with such matters, Goldman Sachs and Davy, their affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than Kerry for providing the protections afforded to their clients or for providing advice in relation to the matters set out in this document, the contents of this Circular or any transaction arrangement or other matter referred to herein.

Apart from the responsibilities, if any, which may be imposed on Goldman Sachs and Davy by FSMA or the regulatory regime established thereunder, by the Central Bank of Ireland, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, Goldman Sachs and Davy, and their affiliates, directors, officers, employees and advisers, accept no responsibility or liability whatsoever for, and do not make any representation or warranty, express or implied, as to the contents of this Circular, including its accuracy, completeness or verification or for any other statement made or purported to be made in connection with Kerry, the Co-Op, Kerry Dairy Ireland, the Kerry Dairy Ireland Business or the Proposed Transaction and nothing in this Circular is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. Goldman Sachs and Davy accordingly disclaim to the fullest extent permitted by law all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this Circular or any such statement.

This document does not constitute, or form part of, any offer or invitation to purchase, otherwise acquire, subscribe for, sell otherwise dispose of or issue, or any offer to purchase, sell otherwise dispose of or subscribe for any shares in the Company in any jurisdiction.

The contents of this document should not be construed as legal, business or tax advice. Each Shareholder should consult his, her or its own legal adviser or tax adviser or tax adviser for legal, financial or tax advice.

Information regarding Forward-Looking Statements

This document and the information incorporated by reference into it contains a number of forward-looking statements including, in particular, statements about future financial performance, plans, strategies, expectations, prospects, competitive environment, regulation and supply and demand. Forwardlooking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words "may", "will", "expect", "anticipate", "estinate", "intend", "project", "target", "could", "would", "would", and similar expressions or the negative of these terms or similar expressions in this document. The management of the Group has based these forwardlooking statements on its views with respect to future events and financial performance. Actual financial performance of Kerry, the Group, Kerry Dairy Ireland and the Kerry Dairy Ireland Business could differ materially from that projected in the forward-looking statements due to the inherent uncertainty of estimates, forecasts and projections, and financial performance may be better or worse than anticipated. Forward-looking statements are not guarantees of future performance. Shareholders are therefore cautioned that a number of important factors could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements. Given these uncertainties, readers should not put undue reliance on any forward-looking statements.

Forward-looking statements represent estimates and assumptions only as of the date that they were made. Neither Kerry nor any other member of the Group undertakes any duty to update the forward-looking statements, and the estimates and assumptions associated with them, after the date of this document, except to the extent required by applicable law, the published listing rules of the Irish Stock Exchange plc, trading as Euronext Dublin ("Euronext Dublin") (the "Irish Listing Rules") and/or the published listing rules of the FCA (the "UK Listing Rules", together with the Irish Listing Rules, the "Listing Rules"), the Market Abuse Regulation and the Irish Transparency Rules and the UK Transparency Rules (each as defined herein) and other regulations. Shareholders should read this document carefully in its entirety as it contains important information about the business of Kerry, the Group, Kerry Dairy Ireland and the Kerry Dairy Ireland Business, future benefits of the Proposed Transaction, management plans and objectives and the risks faced

Nature of financial information

Unless otherwise stated, the historical financial information relating to Kerry, Kerry Dairy Ireland and the Kerry Dairy Ireland Business has been extracted without material adjustment from the consolidation schedules of the consolidated financial statements contained in the 2023 Kerry annual report. The financial information has been prepared in accordance with the accounting policies used in the 2023 Kerry annual report.

Capitalised terms used in this document are defined in Part IV (Definitions) of this Circular.

25 November 2024

CONTENTS

	DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS
	EXPECTED TIMETABLE OF PRINCIPAL EVENTS
	PART I - LETTER FROM THE CHAIRMAN
	1. INTRODUCTION
	2. BACKGROUND TO AND REASONS FOR THE PROPOSED TRANSACTION
3.	INFORMATION ON KERRY DAIRY IRELAND AND THE KERRY DAIRY IRELAND BUSINESS
	4. SUMMARY OF THE PRINCIPAL TERMS AND CONDITIONS OF THE PROPOSED TRANSACTION
	5. CREATION OF DISTRIBUTABLE RESERVES
	6. RISKS AND OTHER CONDITIONS TO THE PROPOSED TRANSACTION
	7. TRANSACTION PROCEEDS
	USE OF PROCEEDS AND FINANCIAL EFFECTS OF THE DISPOSAL
	9. MILK SUPPLY AGREEMENT
	10. ECM
	11. ACTION TO BE TAKEN
	12. RECOMMENDATION.
	PART II - TERMS AND CONDITIONS OF KEY TRANSACTION DOCUMENTS
	1. TRANSACTION AGREEMENT.
	2. SHARE EXCHANGE AGREEMENT
	3. SHARE PURCHASE AGREEMENT
	4. TAX DEED.
	5. OPTION AGREEMENT
	6. SHAREHOLDERS' AGREEMENT
	7. PHASE 1 SELLER LOAN AGREEMENT
	8. OTHER ANCILLARY AGREEMENTS
	PART III - ADDITIONAL INFORMATION
	1. THE COMPANY
	2. MAJOR SHAREHOLDINGS
	3. MATERIAL CONTRACTS
	4. DIRECTORS' SHARES IN THE CO-OP
	5. SIGNIFICANT CHANGE
	6. CONSENT
	7. ROUNDING
	8. INCORPORATION BY REFERENCE
	9. DOCUMENTS AVAILABLE FOR INSPECTION
	PART IV - DEFINITIONS
	PART V - NOTICE OF EGM

DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS

Directors of Kerry

Tom Moran Christopher Rogers Edmond Scanlon Marguerite Larkin Gerry Behan Genevieve Berger Fiona Dawson Emer Gilvarry Catherine Godson Liz Hewitt Michael Kerr Patrick Rohan Jinlong Wang

Ronan Deasy

Company Secretary of Kerry

Registered Office of Kerry

Kerry Group plc Prince's Street Tralee Co. Kerry V92 EH11 Ireland

Legal Adviser to Kerry

Arthur Cox Ten Earlsfort Terrace Dublin 2 D02 T380 Ireland

Financial Adviser to Kerry

Goldman Sachs International Plumtree Court 25 Shoe Lane London EC4A 4AU United Kingdom

Chairman Senior Independent Director Chief Executive Officer Chief Financial Officer President and CEO Kerry Taste & Nutrition Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director

Company Secretary

Registrar to Kerry

Ronan Deasy Registrar's Department Kerry Group plc Prince's Street Tralee Co. Kerry V92 EH11 Ireland

Auditors to Kerry

PricewaterhouseCoopers One Spencer Dock North Wall Quay North Wall Dublin 1 D01 X9R7 Ireland

Sponsor to Kerry

J & E Davy Davy House 49 Dawson Street Dublin 2 D02 PY05 Ireland

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Date of issue of this document	25 November 2024
Record Date for the EGM
Latest time and date for return of voting instructions by holders of certificated shares by post or via the Company's website 2 p.m. on 17 December 2024
Time and date of EGM
Anticipated timing to Phase 1 Completion	By end of January 2025
Longstop date for the satisfaction of the Conditions to Completion	30 June 2025

Notes

^1. References to times and dates in this document are to times and dates in Dublin, Ireland.

^2. The dates set out above and mentioned this document may be adjusted by the Company. If there is an adjournment of the EGM, Kerry will give notice of the adjourned meeting in accordance with the notice of association and by issuing an announcement through a Regulatory Information Service.

^3. The EGM is being held at The Rose Hotel, Dan Spring Road, Tralee, Co. Kerry, V92 HKA4, Ireland.

PART I - LETTER FROM THE CHAIRMAN

Kerry Group plc

(Incorporated and registered in Ireland, registered number 111471)

Directors Tom Moran Christopher Rogers Edmond Scanlon Marguerite Larkin Gerry Behan Genevieve Berger Fiona Dawson Emer Gilvarry Catherine Godson Liz Hewitt Michael Kerr Patrick Rohan Jinlong Wang

Registered Office Kerry Group plc Prince's Street Tralee Co Kerry V92 EH11 Ireland

Company Secretary Ronan Deasy

25 November 2024

To the Shareholders of Kerry Group plc

Dear Shareholder

Proposed Disposal of Kerry Dairy Holdings (Ireland) Limited to Kerry Co-operative Creameries Limited and Notice of Extraordinary General Meeting

INTRODUCTION 1.

On 12 November 2024, Kerry Group plc ("Kerry") announced that it had entered into an agreement with Kerry Co-operative Creameries Limited (the "Co-Op") in relation to the sale of Kerry's interest in Kerry Dairy Holdings (Ireland) Limited ("Kerry Dairy Ireland") to the Co-Op (the "Disposal") for a total expected consideration of €500 million. Kerry Dairy Ireland is fully owned by Kerry.

The Disposal comprises two stages:

• 1. The Co-Op will initially acquire a 70%2 interest in Kerry Dairy Ireland (the "Phase 1 Transaction"), while Kerry will retain a 30% interest; and
• 1. Kerry and the Co-Op have agreed to certain call-put option arrangements that will transfer the remaining 30% in Kerry Dairy Ireland to the Co-Op in the forthcoming years (the "Phase 2 Transaction'').

Following completion of the Phase 2 Transaction, Kerry Dairy Ireland will be wholly owned by the Co-Op and Kerry will cease to hold any interest in Kerry Dairy Ireland. Further information on the Phase 1 Transaction and the Phase 2 Transaction is set out in Part II (Terms and Conditions of Key Transaction Documents) of this Circular.

The Co-Op currently holds approximately 19 million Kerry Shares, equivalent to approximately 11% of the Existing Issued Share Capital of Kerry. In connection with the Disposal, Kerry and the Co-Op have also agreed to a restructuring pursuant to which the Co-Op will cease to be a shareholder in Kerry and members of the Co-Op (the "Co-Op Members") will instead hold shares in Kerry directly (the "Share Exchange Steps"). As a result of the Share Exchange Steps, (i) Kerry's Existing Issued Share Capital will reduce by approximately 2.9 million shares, (ii) the Co-Op will no longer hold shares in Kerry, and (iii) the Co-Op Members will directly receive Kerry Shares.

¹ This figure is subject to certain adjustments as described further in Section 3 (Share Purchase Agreement) and Section 5 (Option Agreement) of Part II (Terms and Conditions of Key Transaction Documents) of this Circular.

² This figure is subject to potential adjustment according to agreed mechanisms applicable in certain section 3 (Share Purchase Agreement) of Part II (Terms and Conditions of Key Transaction Documents) of this Circular.

Further information on the Share Exchange Steps is set out in Section 4 (Summary Of The Principal Terms And Conditions Of The Proposed Transaction) of this letter.

The Disposal and the Share Exchange Steps are referred to in this Circular as the "Proposed Transaction".

As the Co-Op holds approximately 11% of the Existing Issued Share Capital, the Co-Op is considered to be a substantial shareholder of Kerry for the purpose of the Irish Listing Rules. The Proposed Transaction therefore constitutes a related party transaction for Kerry under the Irish Listing Rules and for the purpose of section 11100 of the Companies Act, and is subject to, and conditional upon, the approval of the shareholders of Kerry other than the Co-Op and persons who are associates of the purposes of the Irish Listing Rules (the "Independent Shareholders").

Accordingly, an Extraordinary General Meeting of Kerry is to be held at 2 p.m. at The Rose Hotel, Dan Spring Road, Tralee, Co. Kerry, V92 HKA4, Ireland on Thursday, 19 December 2024 for this purpose (the "EGM"), together with other related matters. A notice convening the EGM and setting out the Resolutions to be proposed and considered at the EGM is set out in Part V (Notice of EGM) of this Circular.

A summary of the Resolutions is set out in Section 10 (EGM) of this letter.

The purpose of this Circular is to: (i) provide Shareholders with the background to and reasons for the Proposed Transaction; (ii) explain why the Board considers the Proposed Transaction to be in the best interests of Kerry and its Shareholders as a whole; and (iii) convene an EGM to (a) seek approval of the Independent Shareholders for the Proposed Transaction and (b) seek approval of the Shareholders for certain other matters.

2. BACKGROUND TO AND REASONS FOR THE PROPOSED TRANSACTION

Kerry is a world leading provider of taste and nutrition solutions for the food, beverage and pharmaceutical markets. It innovates with its customers to creat tasting products, with improved nutrition and functionality, while ensuring a better impact for the planet. Kerry is driven to be its customers' most valued partner, creating a world of sustainable nutrition. The Group supplies a broad portfolio of food, beverage and pharma solutions to business customers in more than 150 countries worldwide.

The Board believes the Proposed Transaction to be in the best interests of Shareholders as a whole as:

• · Following (i) the build out of its proactive health, food protection and preservation, and enzymes platforms as part of a biotechnology solutions portfolio and (ii) the divestiture of its Consumer Foods' Meats and Meals business in 2021 and its Sweet Ingredients portfolio in 2023, the Proposed Transaction represents an important step in Kerry's evolution to become a fully dedicated global taste and nutrition solutions company;
• · The Proposed Transaction will result in greater portfolio clarity, a more simplified business structure and increased capital deployment focus across Kerry's core taste and nutrition business, while further strengthening Kerry's ability to execute against its strategic priorities;
• · The Proposed Transaction will have a positive impact on Kerry's overall financial metrics, with an enhanced volume growth profile of c. +30bps, a step-change in its EBITDA margin profile of c. +140bps, while also improving its overall sustainability profile;
• · Given the transaction structure, the Proposed Transaction will result in a minimal dilution to Kerry's adjusted earnings per share of c. 2% in the first year post transaction; and
• · The cash proceeds received by Kerry from the Disposal will be used for general corporate purposes.

The Proposed Transaction builds on the successful partnership between Kerry and the Co-Op, which first began in 1974 and will evolve to a new ownership model for Kerry Dairy Ireland. The structure of the Proposed Transaction, with Kerry continuing to have 30% ownership until the completion of the Call Option or the Put Option, will support continuity and alignment with Kerry Dairy Ireland, the Co-Op's members and other stakeholders.

The Proposed Transaction also brings consumer products and value-add dairy ingredient activities closer to the dairy farmers and broader dairy ecosystem, thereby creating a vertically integrated Irish dairy player of scale, which will be one of the largest dairy processors in the country.

3. INFORMATION ON KERRY DAIRY IRELAND AND THE KERRY DAIRY IRELAND BUSINESS

Kerry Dairy Ireland and its subsidiaries own and operate the Kerry Dairy Ireland Business.

The Kerry Dairy Ireland Business consists of Dairy Consumer Products, with its leading range of well-loved brands across cheese, cheese snacks, dairy spreads which can be found in chilled cabinets across retailers in the UK and Ireland. The dairy consumer brands such as Cheestrings, Dairygold, Golden Cow, Kerrymaid and Low Low amongst others. It also comprises the Dairy Ingredients business, which is a leading provider of Irish dairy ingredients including functional dairy proteins, nutritional dairy bases and cheese systems, along with the provision of related agribusiness products and services.

The Kerry Dairy Ireland Business is carried on at dedicated production facilities, including locations at Listowel, Charleville, Newmarket and Farranfore in Ireland, Portadown and Coleraine in Northern Ireland, and Ossett in England. The business has over 1,500 employees.

Kerry Dairy Ireland will continue to be a key supplier of dairy ingredients to the Group on an arm's length basis.

For the year ended 31 December 2023, the Kerry Dairy Ireland Business generated revenue of €1,283.4 million (FY2022: €1,538.9 million) and an EBITDA of €53.4 million (FY2022: €70.7 million).

4. SUMMARY OF THE PRINCIPAL TERMS AND CONDITIONS OF THE PROPOSED TRANSACTION

Transaction Documents

The key transaction documents for the Proposed Transaction Agreement, the Share Exchange Agreement, the Share Purchase Agreement, the Tax Deed, the Option Agreement, the Shareholders' Agreement and the Phase 1 Seller Loan Agreements"). A summary of the key terms of each of the Agreements is contained in Part II (Terms and Conditions of Key Transaction Documents) of this Circular.

Disposal

Kerry has agreed to sell its interest in Kerry Dairy Ireland. The Proposed Transaction values Kerry Dairy Ireland at an enterprise value of €500 million, equivalent to a multiple of 9.4x EBITDA for the fiscal year ended 31 December 2023 (FY 2022: 7.1x EBITDA).

Pursuant to the Phase 1 Transaction, the Co-Op will initially acquire a 70%' interest in Kerry Dairy Ireland.

Pursuant to the Phase 2 Transaction, Kerry and the Co-Op have agreed to certain call-put option arrangements that will transfer Kerry's remaining 30% interest in Kerry Dairy Ireland to the Co-Op in the forthcoming years. Under the call-put option arrangements:

• (a) at any time on or prior to 31 July 2035, the Co-Op will have the right to purchase the remaining interest in Kerry Dairy Ireland in exchange for cash in an amount of €150 million (the "Call Option"); and
• (b) in the event that the Co-Op does not exercise the Call Option by 31 July 2030, Kerry will have the right at any time prior to 31 July 2035, to require the Co-Op to purchase the remaining interest in Kerry Dairy Ireland for a consideration of €150 million (the "Put Option").

On exercise of the Put Option or the Call Option, Kerry Dairy Ireland will become wholly owned by the Co-Op.

Share Exchange Steps

As noted in Section 1 (Introduction) above, the Co-Op currently holds approximately 19 million Kerry Shares, equivalent to approximately 11% of the Existing Issued Share Capital. In addition to the Disposal, the parties have agreed to the Share Exchange Steps, which include:

• (a) a share for share exchange whereby Kerry will acquire approximately 85% of the shares in the Co-Op that are held by the Co-Op Members, in exchange for issuing an amount of Kerry Shares directly to the Co-Op Members equal to approximately 85% of the Kerry Shares currently held by the Co-Op;
• (b) the redemption by the Co-Op of the Co-Op shares held by Kerry, as acquired in the step above, in exchange for a promissory note of equivalent value; and
• (c) the redemption by Kerry of the Co-Op's entire shareholding in Kerry (approximately 19 million shares), in exchange for a promissory note of equivalent value.

The amounts outstanding under each promissory note will be offset against each other, which will result in a promissory note balance in favour of the Co-Op equal to approximately 15% of the market value of the Co-Op's original 11% shareholding in Kerry, which will be used by the Co-Op to fund part of the Plase 1 Consideration.

As a result of the Share Exchange Steps, (i) Kerry's Existing Issued Share Capital will reduce by approximately 2.9 million shares, (ii) the Co-Op will no longer hold shares in Kerry; and (iii) the Co-Op Members will directly receive Kerry Shares.

The Proposed Transaction will involve no public placement of Kerry Shares and Shareholders will not suffer dilution as a result of the Share Exchange Steps.

Further details on the Share Exchange Steps, and the documents required to implement the Share Exchange Steps, are contained in Part II (Terms and Conditions of Key Transaction Documents) of this Circular.

Following completion of the Share Exchange Steps, the Phase 1 Transaction will complete.

Transitional Arrangements

In order to ensure continuity in Kerry Dairy Ireland's operations and facilitate an orderly ownership transition, Kerry, the Co-Op and Kerry Dairy Ireland have agreed that certain transitional services will be provided by Kerry to Kerry Dairy Ireland comprising IT services, group shared services, purchasing services and corporate services. Further details on the transitional arrangements are contained in Section 8 (Other Ancillary Agreements) of Part II (Terms and Conditions of Key Transaction Documents) of this Circular.

Intellectual Property

Kerry, the Co-Op and Kerry Dairy Ireland have also agreed that Kerry Dairy Ireland will be entitled to use the Kerry logo for a period of three years following Phase 1 Completion. Kerry Dairy Ireland and, to the extent relevant, its subsidiaries, intend to change their corporate names on the expiry of a period of three years after Phase 1 Completion, such that the corporate names will not contain the word "Kerry".

Certain IP licencing arrangements will also be entered into such that the Kerry Dairy Ireland Business can continue to avail of certain IP it requires which is owned by Kerry. Further information is set out in Section 8 (Other Ancillary Agreements) of Part II (Terms and Conditions of Key Transaction Documents).

5. CREATION OF DISTRIBUTABLE RESERVES

Under Irish company law, any dividends, share redemptions or repurchases made by Kerry must be funded from distributable reserves or, for share repurchases or redemptions, from the proceeds of a fresh issue of shares for that purpose. In the ordinary course, distributable reserves are generated by realised profits from Kerry's operations. Section 84 of the Companies a company, subject to shareholder approval and the confirmation of the Irish High Court, to create distributable reserves through a reduction of company capital.

The amount standing to the credit of Kerry's share premium account, which forms part of the Company's capital, will increase as a result of the Kerry Consideration Shares (the amount by which Kerry's share premium account will increase being the "Share Premium Increase"). Kerry intends, subject to shareholder approval, to carry out a capital reduction of the Share Premium Increase (the "Capital Reduction") and for the reserve arising from that Capital Reduction to be treated as a profit available for distribution. This is intended to: (i) maximise Kerry's flexibility to make future dividend payments and carry out share redemptions and repurchases in the future; and (ii) ensure that it is not constrained from making dividend payments or carrying out share redemptions and repurchases due to a lack of distributable reserves in circumstances where it is otherwise in a position to pay dividends and/or redeem or repurchase shares.

Resolution 4 contained in Part V (Notice of EGM) of this Circular proposes that, subject to the confirmation of the Irish High Court, the Capital Reduction be approved and that the reserve resulting from such Capital Reduction be treated as a profit available for distribution.

Even if Resolution 4 is approved by Shareholders at the EGM, any proposed Capital Reduction would be subject to the confirmation of the Irish High Court. Although the Directors are not aware of any reason why the Irish High Court would not approve the creation of distributable reserves in this manner, the issuance of the required Irish High Court order is a matter entirely at the Irish High Court and there is no guarantee that such approval will be forthcoming.

6. RISKS AND OTHER CONDITIONS TO THE PROPOSED TRANSACTION

Prior to making any decision to vote in favour of the Proposed Transaction, Shareholders should carefully consider, together with all other information contained in this document, the specific risks described below:

• (a) Conditionality: Completion of the Proposed Transaction is subject to a number of conditions, as set out in Part II (Terms and Conditions of Key Transaction Documents) of this Circular, including there being no material adverse change to the Kerry Dairy Ireland Business and approval by Independent Shareholders at the EGM. If a material adverse change to the Kerry Dairy Ireland Business were to occur or if other Conditions to Completion are not satisfied, the Proposed Transaction will not proceed, and Kerry will have incurred certain transaction to the negotiation of the Proposed Transaction;
• (b) Adjustment to Consideration: The Phase 1 Consideration and Phase 2 Consideration are subject to certain adjustments (as detailed further in Part II (Terms and Conditions of Key Transaction Documents) of this Circular) which may result in the actual value payable by the Co-Op to Kerry in consideration for the Kerry Dairy Ireland Business being less than anticipated;
• (c) Failure to proceed: The Directors believe that the Proposed Transaction is in the best interests of the Shareholders as a whole and that the Proposed Transaction currently provides the best opportunity to realise an attractive and certain value for the Kerry Dairy Ireland Business. If the Proposed Transaction does not complete, the subsequent value of the Kerry Dairy Ireland Business may be lower than can be realised by way of the Proposed Transaction and there would be no assurance that Kerry would be able to dispose of the Kerry Dairy Ireland Business at a later date, in more favourable or equivalent market circumstances;
• (d) Share price: The market price of the Kerry Shares may go up or down in response to the market appraisal of the Proposed Transaction and Kerry's current strategy. In addition, if the Proposed Transaction does not proceed, the market price of the Kerry Shares may be affected;
• (e) The Proposed Transaction will result in Kerry becoming a 30% shareholder in Kerry Dairy Ireland: Following the completion of the Phase 1 Transaction, Kerry and the Co-Op will be joint shareholders in Kerry Dairy Ireland, with Kerry as the minority shareholder. As a minority shareholder, Kerry will have less influence on the activities of the Kerry Dairy Ireland Business than is currently the case. As the minority shareholding in Kerry's shareholding in Kerry Dairy Ireland (and Kerry's interest in the Kerry Dairy Ireland Business) will be illiquid and its ability to realise value for this shareholding will be constrained, including by the Call Option and the Put Option:
• (f) Provision of Financing to the Co-Op: As outlined in this Circular, Kerry or one or more of its subsidiaries may enter into loan agreements with Kerry Dary Ireland Group and/or the Co-Op in connection with the Phase 1 Consideration and the Phase 2 Consideration, which will increase Kerry's financial exposure to the Kerry Dairy Ireland Business and the Co-Op. If the Co-Op or the relevant borrower within Kerry Dairy Ireland Group defaults on repayment of any such loan agreements, the Group's financial position could be impacted;
• (g) Failure to Perform Obligations under the Option Agreement: Should Kerry wish to exercise the Put Option (in accordance with the terms of the Option Agreement) and the Co-Op is not in a suitable financial position to facilitate the acquisition of the remaining interest in Kerry Dairy Ireland under the Phase 2 Transaction for cash consideration, Kerry may choose to remain as a minority shareholder in Kerry Dairy Ireland (rather than exercising the Put Option in consideration, in whole or in part, for the Phase 2 Seller Loan Agreement) and no assurance can be given that Kerry will be able to divest of the Kerry Dairy Ireland Business at the preferred point in time; and
• (h) The separation of the Kerry Dairy Ireland Business in connection with the Proposed Transaction could have an adverse effect on the business of Kerry: The process of separating the Kerry Dairy Ireland Business from the rest of the Group may be more complex than expected. The Group could incur unexpected additional costs and/or adverse impacts on the functions of its business as a result of the disposal process. The Proposed Transaction will require transitional service arrangements to be put in place between Kerry and Kerry Dairy Ireland. These arrangements may require allocation of time and resources of the Group, which may limit the management and financial resources available to the Group, potentially to the detriment of the Group's business, operations and financial performance.

TRANSACTION PROCEEDS 7.

Phase 1 Transaction

The consideration payable by the Co-Op for the Phase 1 Transaction will be an estimated €350 million (the "Phase 1 Consideration"), subject to certain adjustments as described further in Section 3 (Share Purchase Agreement) of Part II (Terms and Conditions of Key Transaction Documents) of this Circular.

The Phase 1 Consideration will be satisfied by:

• (a) consideration in the form of Kerry Shares (by way of a redemption by Kerry of a portion of the Co-Op's shareholding in Kerry, to occur in connection with the Share Exchange Steps, equivalent to approximately 2.9 million Kerry Shares);
• (b) a cash payment in an amount up to €56 million (the "Cash Payment") (funded by way of third party acquisition debt); and
• (c) the Phase 1 Seller Loan Agreement (if any) (details of which are set out in Part II (Terms and Conditions of Key Transaction Documents) of this Circular) in the amount of the "Phase 1 Seller Loan Amount").

The Cash Payment will be payable to Kerry ten days following Phase 1 Completion (or at the Phase 1 Completion if it occurs on or after 31 January 2025), at which point the Co-Op will fund the Cash Payment by way of third party acquisition debt. No interest will accrue on the Cash Payment during this ten day period.

Assuming that the volume-weighted average price of a Kerry Share at completion of the Phase 1 Transaction is £86.89 per share (being the volume-weighted average price of a Kerry Share on the Latest Practicable Date) then the Phase 1 Consideration, prior to any adjustments, will be satisfied as follows:

Redemption of a portion of the Co-Op's shareholding in Kerry	€248 million
Cash Payment (funded by way of third party acquisition debt)	€56 million
Phase 1 Seller Loan Agreement	€46 million

Phase 2 Transaction

Following exercise of the Put Option or the Call Option, the consideration payable by the Co-Op for the Phase 2 Transaction will be an amount of €150 million (the "Phase 2 Consideration")1.

If the Call Option is exercised, the Phase 2 Consideration will be satisfied by way of cash.

If the Put Option is exercised, the Phase 2 Consideration will be satisfied by way of cash and/or a seller loan agreement (the "Phase 2 Seller Loan Agreement").

8. USE OF PROCEEDS AND FINANCIAL EFFECTS OF THE DISPOSAL

The cash proceeds from the Proposed Transaction will be used by Kerry for general corporate purposes.

Phase 1 Completion is currently expected to take place by the end of January 2025. From the date of Phase 1 Completion, Kerry will no longer consolidate Kerry Dairy Ireland in its Group financial statements and will record its 30% interest as an investment. For the financial year 2023, the Kerry Dairy Ireland Business generated revenue of €1,283.4 million and EBITDA of €53.4 million (2022: €1,538.9 million and €70.7m respectively).

The Proposed Transaction will have a positive impact on Kerry's overall financial metrics, with an enhanced volume growth profile of c. +30bps, a step-change in its EBITDA margin profile of c. +140bps, while also improving its overall sustainability profile.

Given the transaction structure, the Proposed Transaction will result in a minimal dilution to Kerry's adjusted earnings per share of c. 2% in the first year post transaction.

Following the conclusion of the Proposed Transaction:

• Co-Op Members will receive the Kerry Consideration Shares based upon the Share Exchange Ratio;
• the Co-Op will no longer hold Kerry Shares; and
• · Kerry will have approximately 2.9 million fewer shares in issue than it did at the Latest Practicable Date

MILK SUPPLY AGREEMENT ●

Conditional on completion of the Proposed Transaction and with effect from Phase 1 Completion, Kerry, Kerry Creameries Limited (a subsidiary of Kerry Dairy Ireland) and the Co-Op have agreed that a fund of €50 million be established and funded by Kerry within Kerry Creameries Limited for the resolution of the ongoing dispute and related claims and arbitrations between Kerry Creameries Limited and certain milk suppliers in relation to the milk price paid and payable by Kerry Creameries Limited to certain milk suppliers pursuant to the milk supply agreement which remains in place until 2026. Once the fund has been established the parties have agreed that Kerry will have no liability for any existing or future claims from milk suppliers under the milk supply agreement.

10. EGM

A notice convening the EGM to be held at 2 p.m. at The Rose Hotel, Dan Spring Road, Tralee, Co. Kerry, V92 HKA4, Ireland on Thursday, 19 December 2024 is set out in Part V (Notice of EGM) of this Circular. The purpose of the meeting is to consider and, if thought fit, to approve the following Resolutions, including the Related Party Resolution.

Resolution 1: the Related Party Resolution

The Related Party Resolution is an ordinary resolution to approve the Proposed Transaction (as it is categorised as a related party transaction in accordance with the Irish Listing Rules and for the purpose of section 11100 of the Companies Act) and give authority to the Directors to complete the Proposed Transaction. Under the Irish Listing Rules, only Independent Shareholders may vote on the Related Party Resolution. The Co-Op has undertaken not to vote on the Related Party Resolution and the Co-Op has undertaken to take all reasonable steps to ensure that its associates will not vote on the Related Party Resolution.

Resolution 2: Allotment of Kerry Consideration Shares

In order to allot the Kerry Consideration Shares, Kerry will seek authority from shareholders by ordinary resolution to allot shares up to an aggregate nominal amount of €2,380,675. This represents 11.2% of the Existing Issued Share Capital. The Company has no treasury shares in issue. This authority will expire five years from the date of the EGM.

Resolution 3: Amendments to Kerry Articles of Association

In order to facilitate the Kerry Redemption, Kerry will need to make certain amendments to its articles of association. The proposed new Article 3(k) will allow Kerry to acquire its own shares by way of redemption of shares. A redemption of shares pursuant to Article 3(k) will only occur where the Board specifically resolves to treat an acquisition of Kerry Shares from a third party as a redemption. The Kerry Redemption will be effected pursuant to Article 3(k). The proposal to adopt the Amended Articles will require the approval of Shareholders by way of special resolution.

The full terms of the Amended Articles will be available for inspection on the Company's website at www.kerry.com/egm and in physical form at the registered office of Kerry Group plc, Prince's Street, Tralee, Co. Kerry, V92 EH11, at Kerry Ingredients (UK) Limited, Kerry, Bradley Road, Royal Portbury Dock, Bristol, BS20 7NZ, United Kingdom and at the offices of Arthur Cox LLP at Ten Earlsfort Terrace, Dublin 2, DO2 T380, Ireland during usual business hours on any weekday (Saturdays and public holidays excepted) from the date of this Circular until and including the EGM. The full terms of the Amended Articles will also be available at the EGM for at least one hour before, and for the duration of, the EGM.

Resolution 4: Reduction of Capital

As further described in Section of Distributable Reserves) above, Resolution 4 proposes that, subject to the confirmation of the Irish Court, the Capital Reduction be approved and that the reserve resulting from such Capital Reduction be treated as a profit available for distribution. This proposal will require the approval of Shareholders by way of special resolution.

The full text of the Resolutions is set out in Part V (Notice of EGM) of this Circular.

11. ACTION TO BE TAKEN

The formal Notice of EGM is set out at Part V (Notice of EGM) of this Circular, on page 28.

A Form of Proxy for use at the EGM is enclosed with this Circular. Whether or not you intend to be present at the EGM in person, it is important that you complete the Form of Proxy (in accordance with the instructions printed thereon) and return it by post so as to be received by the Share Registration Department, Kerry Group plc, Prince's Street, Tralee, Co. Kerry, V92 EH11, Ireland not later than 2 p.m. on Tuesday, 17 December 2024.

Alternatively, electronic proxy appointment is also available for the EGM. This facility enables Shareholders to appoint a proxy by electronic means by visiting our website www.kerry.com/shareholder/proxy and submitting their proxy details. Shareholders will be asked to enter their Shareholder Reference Number (SRN) and PIN (both of which can be found on the Form of Proxy) and agree to certain terms and conditions.

Euroclear Bank Participants and those who hold their interests in the Company as CREST Depository Interests should consult with their stockbroker or other intermediary as applicable, at the earliest opportunity, for further information on the processes and timelines for appointing a proxy for the EGM through the respective systems.

All proxy appointments (including an electronic proxy appointment) must be received by no later than 2 p.m. on Tuesday, 17 December 2024.

The completion and return of a Form of Proxy (including an electronic proxy appointment) will not prevent a Shareholder from attending and voting in person at the EGM, should they wish to do so.

RECOMMENDATION 12.

The Board, which has been so advised by Goldman Sachs and Davy, considers that the Proposed Transaction on the terms as described herein, is fair and reasonable as far as the Shareholders are concerned. In providing advice to the Directors, Goldman Sachs and Davy have taken into account the Board's commercial assessment of the Proposed Transaction.

The Board considers the Proposed Transaction to be in the best interests of Kerry and the Shareholders as a whole. Accordingly, the Board recommends to the Independent Shareholders that they vote in favour of the Related Party Resolution and that the Shareholders vote in favour of the Resolutions other than the Related Party Resolution as the Directors intend to do in respect of their aggregate shareholdings in the Company representing approximately 0.08 per cent of the Existing Issued Share Capital. The Co-Op has undertaken not to vote on the Related Party Resolution and the Co-Op has undertaken to take all reasonable steps to ensure that its associates will not vote on the Related Party Resolution.

Yours sincerely

Tom Moran Chairman For and on behalf of the Board

PART II - TERMS AND CONDITIONS OF KEY TRANSACTION DOCUMENTS

A summary of the key terms of the Proposed Transaction is set out in Part I (Letter from the Chairman) of this Circular. Further details of the key terms of the Agreements and the Proposed Transaction are set out below.

1. TRANSACTION AGREEMENT

The Transaction Agreement governs the sequencing and interrelated conditionality of the Share Exchange Steps and the Phase 1 Transaction. It was signed by Kerry and the Co-Op on 12 November 2024.

Sequencing of the Proposed Transaction

The Transaction Agreement provides that the following transactions will occur in the following sequence on Phase 1 Completion:

(A) The Share Exchange:

Subject to the Conditions to Completion described below, the Share Exchange will be carried out pursuant to the Share Exchange Agreement (further details of which are provided at Section 2 (Share Exchange Agreement) of this Part II) and as a consequence, Kerry will hold a majority of the shares of the Co-Op for a short period before the completion of the Redemptions.

(B) The Redemptions:

Immediately following completion of the Share Exchange at step (A) Kerry will redeem the Co-Op's entire shareholding in Kerry (the "Kerry Redemption") in exchange for a promissory note of equal value (the "Kerry Promissory Note"); and (ii) the Co-Op will redeem Kerry's entire shareholding in the Co-Op (as acquired in the Share Exchange) (the "Co-Op Redemption") in exchange for a promissory note of equal value (the "Co-Op Promissory Note").

The value of the Kerry Shares and the Co-Op Shares redeemed under the Kerry Redemption and the Co-Op Redemption respectively will be determined by the volume-weighted average share price of a Kerry Share traded on Euronext Dublin (measured over ten business days prior to Phase 1 Completion).

The amounts outstanding under the Co-Op Promissory Note and the Kerry Promissory Note will be offset against each other, which will result in a balance on the Kerry Promissory Note equal to approximately 15% of the market value of the Co-Op's original 11% shareholding in Kerry (the "Kerry Promissory Note Balance"). The Kerry Promissory Note Balance will be used to fund part of the Phase 1 Consideration.

As a result of the Share Exchange and the Redemptions, Kerry will have approximately 2.9 million fewer shares in issue than it did at the Latest Practicable Date.

(C) The Phase 1 Transaction:

Following completion of the Share Exchange and Redemptions, the Phase 1 Transaction will complete pursuant to the Share Purchase Agreement. Further details on the Phase 1 Transaction including the financing arrangements and documents required to implement the Phase 1 Transaction are contained in Section 3 (Share Purchase Agreement) of this Part II.

Conditions to Completion

The Conditions to Completion of the Proposed Transaction are:

• (a) approval by the Co-Op Members, at the Co-Op's special general meeting on 16 December 2024, of matters related to the Proposed Transaction;
• (b) approval by the Shareholders of the Resolutions to be proposed and considered at the EGM;
• (c) clearance from the Irish Competition and Consumer Protection Commission in respect of the Proposed Transaction and such other regulatory approvals as Kerry and the Co-Op agree are required;
• (d) no material adverse event having occurred and remaining in existence on the Completion Date; and
• (e) no temporary restraining order or preliminary or permanent injunction, judgment, order of any court or governmental or regulatory authority or competent jurisdiction prohibiting the Proposed Transaction being in effect on the Completion Date, no insolvency event having occurred in respect of Kerry, the Co-Op or Kerry Dairy Ireland and no legislation having been enacted which would prohibit the Proposed Transaction,

(the "Conditions to Completion").

Completion of the Phase 1 Transaction will take place before the end of January 2025 or if the Conditions to Completion are not satisfied or waived by 23 December 2024, on the later of 31 January 2025 and the last business day of the month in which the Conditions to Completion are satisfied (the "Completion Date").

If any of the Conditions to Completion are not satisfied, or waived by the parties, by 30 June 2025, or such later date as may be agreed between the party may terminate the Transaction Agreement.

Warranties and Indemnities

In the Transaction Agreement, each party has provided certain warranties relating to its capacity and authority to enter into the Transaction Agreement. The Co-Op has provided Kerry with certain warranties relating to title to the Co-Op's Kerry Shares.

Kerry and the Co-Op each indemnify the other for loss arising with any misrepresentation in information regarding a party provided to the other party for inclusion in that party's circular.

There are no limitations placed on Kerry's or the Co-Op's liability under these warranties and indemnities.

SHARE EXCHANGE AGREEMENT 2.

The Share Exchange Agreement is in agreed form between Kerry and the Co-Op. It will be signed prior to Phase 1 Completion by Kerry, the Co-Op, and the Chairperson of the Co-Op on behalf of the Co-Op Members (in accordance with the Amended Co-Op Rules).

Pursuant to the Share Exchange Agreement:

• (a) Kerry will acquire approximately 85% of the shares in the Co-Op (each a "Co-Op Share"); and
• (b) in consideration for step (a) above, the Co-Op Members will be entitled to receive in aggregate a number of Kerry Shares equal to approximately 85% of the Kerry Shares held by the Co-Op prior to Phase 1 Completion (the "Kerry Consideration Shares"), with each individual Co-Op Member receiving the number of Kerry Shares per Co-Op Share acquired by Kerry pursuant to paragraph (a) above determined by the Share Exchange Ratio,

(the "Share Exchange").

The number of Co-Op Shares to be acquired by Kerry, and the Share Exchange Ratio, shall be confirmed by the Co-Op to Kerry prior to the Share Exchange. The number of Kerry Consideration Shares to be allotted and issued by Kerry shall be based upon the Share Exchange Ratio.

When the Kerry Consideration Shares are aggregated with Kerry Shares currently held directly by Co-Op Members (i.e. excluding any Kerry Shares held by Co-Op Members through a nominee), it is expected that Co-Op Members will hold approximately 25% of Kerry's issued share capital following the Kerry Redemption.

Fractional Entitlements

It is likely that the application of the Share Exchange Ratio will result in fractional entitlements to a Kerry Share where a Co-Op Member's aggregate entitlement to Kerry Shares is not a whole number of Kerry Shares. Any fractional entitlements to Kerry Shares will be aggregated, so far as possible, into whole Kerry Shares and sold in the market on behalf of the relevant Co-Op Members. The total proceeds of the sale (net of expenses) will be paid in due proportion to the relevant Co-Op Members. Any amounts less than €5.00 (net of expenses) may instead be donated to a charity nominated by the Co-Op.

Warranties

Customary warranties will be given by each of Kerry, the Co-Op and the Co-Op Members pursuant to the Share Exchange Agreement.

Kerry Consideration Shares

Applications will be made to Euronext Dublin, the FCA and the London Stock Exchange for the Kerry Consideration Shares to be admitted to: (i) listing on the Official List of Euronext Dublin and the equity shares (commercial companies) segment of the Official List of the FCA and (ii) admitted to trading on the regulated market of Euronext Dublin and the London Stock Exchange's main market for listed securities.

The Kerry Consideration Shares will be issued as fully paid and free and clear of any pre-emptive rights and liens and will rank pari passu in all respects with the A Ordinary Shares, including in respect of the right to receive and retain in full all dividends and other distributions (if any) announced, declared, made or paid or any other return of capital (whether by reduction of share premium account or otherwise) made, in each case, by reference to a record date falling on or after the Completion Date. The Kerry Shares will trade under the same ISIN number as the existing A Ordinary Shares (IE0004906560) and will be held in uncertificated form.

3. SHARE PURCHASE AGREEMENT

The Share Purchase Agreement was signed by Kerry and the Co-Op on 12 November 2024. It governs the terms and conditions of the Phase 1 Transaction (i.e. the disposal of up to 70% of Kerry's interest in Kerry Dairy Ireland) and certain aspects of the Phase 2 Transaction relating to the Phase 2 Consideration.

Completion

Completion of the Share Purchase Agreement shall take place on the Completion Date following satisfaction of the Conditions to Completion.

Consideration and Adjustments

The purchase price payable by the Co-Op to Kerry for the Phase 1 Transaction and the Phase 2 Transacion is €500 million, subject to certain adjustments (the "Total Consideration"). The purchase price payable by the Co-Op to Kerry under the Phase 1 Transaction shall be an amount equal to €350 million subject to the following adjustments:

• (a) customary completion accounts adjustments in respect of cash, debt and working capital as at the Completion Date (the "Completion Accounts Adjustment");
• (b) a potential valuation adjustment should Kerry Dairy Ireland not achieve agreed adjusted EBITDA targets through to fiscal year end 2025 (the "EBITDA Adjustment"). To the extent any such adjustment should arise, Kerry does not expect it to be material to the Group; and
• (c) a potential adjustment mechanism in the unlikely event that there is a material adverse movement in the value realised by the Co-Op as a result of the Share Exchange Steps. This adjustment mechanism would be triggered if the volume weighted average price of a Kerry Share traded on Euronext Dublin (measured over ten business days prior to Phase 1 Completion) is less than €60. If triggered, the Total Consideration would be reduced on a euro-for-euro basis to reflect the reduction in value of the Kerry Promissory Note Balance (the "VWAP Adjustment").

There is also a potential adjustment mechanism if the Value of the Kerry Promissory Note Balance (being the proceeds realised from the redemption of the Co-Op's Kerry Shares that will be used to fund the Phase 1 Consideration) is less than approximately €200 million. If this adjustment mechanism is triggered, the Co-Op may acquire a lower percentage interest in Kerry Dairy Ireland in the Phase 1 Transaction of between 70% and 64%. In such circumstances, the remaining percentage retained by Kerry would be transferred as part of the Phase 2 Transaction. The Phase 1 Consideration and the Phase 2 Consideration payable would be apportioned pro rata.

The Phase 1 Consideration and the Phase 2 Consideration will be satisfied in the manner set out in Section 7 (Transaction Proceeds) of Part 1 (Letter from the Chairman). As noted in Section 7 (Transaction Proceeds), the Cash Payment will be payable by the Co-Op to Kerry ten days following Phase 1 Completion (or at the Phase 1 Completion if it occurs on or after 31 January 2025), at which point the Co-Op will fund the Cash Payment by way of third party acquisition debt. In the event that the Co-Op is unable to fund the Cash Payment by way of third party acquisition debt, Kerry or one of its subsidiaries may enter into a bridge loan agreement with the Co-Op (which will be issued on standard terms of a bridge financing).

The Completion Accounts Adjustment to the Phase 1 Consideration (if any) shall be satisfied by way of an adjustment to the original principal amount of the Phase 1 Seller Loan Agreement.

The EBITDA Adjustment (if any) for the Phase 1 Consideration shall be satisfied by way of an adjustment to the original principal amount of the Phase 1 Seller Loan Agreement and/or the Phase 2 Seller Loan Agreement.

The EBITDA Adjustment (if any) for the Phase 2 Consideration shall be satisfied (i) if completion of the Option Agreement has not occurred, by way of a reduction to the Phase 2 Consideration payable on exercise of the Call Option or the Put Option; or (ii) if completion of the Option Agreement has occurred, by way of an adjustment to the original principal amount of (a) firstly, the Phase 2 Seller Loan Agreement, and (b) secondly the Phase 1 Seller Loan Agreement.

In the event that any such adjustment payment due from Kerry to the Co-Op is greater than the balance of the principal outstanding on the Phase 1 Seller Loan Agreement and/or the Phase 2 Seller Loan Agreement (as applicable), such excess shall be paid in cash.

Warranties and Indemnities

Kerry has provided the Co-Op with certain warranties under the Share Purchase Agreement relating to: (i) Kerry's title to the shares it holds in Kerry Dairy Ireland; and (ii) Kerry's capacity and authority to enter into the Share Purchase Agreement.

Kerry has also provided a suite of standard warranties in respect of the Kerry Dairy Ireland Business and tax matters with customary limitations on liability under those warranties. The maximum liability of Kerry for breach of these business warranties and tax warranties will be 30% (respectively) of the consideration then paid by the Co-Op to Kerry under the Share Purchase Agreement and the Option Agreement. Each claim under these warranties must exceed an amount equal to 0.1% of the consideration then paid by the Co-Op to Kerry under the Share Purchase Agreement and the Option Agreement and the aggregate liability of Kerry in respect of all claims must exceed an amount equal to 1% of the consideration then paid by the Co-Op to Kerry under the Share Purchase Agreement and the Option Agreement. Any claim under the business warranties must be brought within 18 months of the Completion Date. Any claim under the tax warranties must be brought within a period of up to approximately five to seven years after the Completion Date.

Kerry has also undertaken to indemnify, and to keep indemnified, Kerry Dairy Ireland and its subsidiaries against all loss or liabilities suffered or incurred by the Kerry Dairy Ireland Group resulting from or in connection with certain matters, including certain pension schemes and employee matters, certain litigation proceedings and disputes, certain pre-Phase 1 Completion relating to the Kerry Dairy Ireland Group, and the replacement of a spray dryer at the Listowel site (in the event that any such replacement is required within a defined period post-Phase 1 Completion).

Kerry's total liability under the Share Purchase Agreement is equal to the Phase 1 Consideration and, upon exercise of the option pursuant to the Option Agreement, the Phase 2 Consideration.

Financial Commitments

Kerry or one or more of its subsidiaries may, depending on the Kerry share price, enter into the Phase 1 Seller Loan Agreement with Kerry Dairy Ireland or one of its subsidiaries and/or the Co-Op. Further details on the Phase 1 Seller Loan Agreement are provided at Section 7 (Phase 1 Seller Loan Agreement) of this Part II.

Closing Deliverables

In addition to the delivery of standard closing deliverables by Kerry and the Co-Op, the Tax Deed, Shareholders' Agreement, Option Agreement, Transitional Services Agreement, Phase 1 Seller Loan Agreement and IP Agreements will be entered into by the relevant parties on Phase 1 Completion.

Costs and Expenses

Kerry and the Co-Op will bear their own legal and professional costs, expenses and taxes relating to the Proposed Transaction.

Effect of Joint Ownership of Kerry Dairy Ireland

Kerry and the Co-Op will enter into the Shareholders' Agreement on the Completion Date. Further details on the Shareholders' Agreement are provided at Section 6 (Shareholders' Agreement) of this Part II.

4. TAX DEED

On Phase 1 Completion, Kerry and the Co-Op will enter into a tax deed of covenant ("Tax Deed") pursuant to which Kerry will agree to indemnify the Co-Op for tax liabilities of Kerry Dairy Ireland and Kerry Dairy Ireland's subsidiaries occurring prior to Phase 1 Completion.

Kerry's liability under the Tax Deed is subject to customary limitations agreed between it and the Co-Op. The Tax Deed contains various other provisions, including administrative provisions in respect of the preparation of corporation tax returns of Kerry Dairy Ireland's subsidiaries relating to periods commencing before Phase 1 Completion, as well as provisions dealing with the conduct of tax claims where the Co-Op becomes aware that there may be a claim against Kerry under the Tax Deed.

OPTION AGREEMENT u

The Option Agreement will be entered into in connection with the Phase 2 Transaction. It governs the terms and conditions of the Put Option and the Call Option over the remaining interest in Kerry Dairy Ireland. The key terms of each are set out below:

Call Option

In consideration of the Co-Op granting Kerry the Put Option, Kerry grants to the Co-Op an option to purchase all (and not some only) of the remaining interest in Kerry Dairy Ireland. The Call Option may only be exercised by the Co-Op from the Completion Date up to (and including) 31 July 2035 (the "Call Option Period"). If the Call Option is not exercised during the Call Option Period, the Call Option will lapse and cease to be exercisable.

Put Option

In consideration of Kerry granting the Co-Op the Call Option, the Co-Op grants to Kerry an option to require the Co-Op to purchase all (and not some only) of the remaining interest in Kerry Dairy Ireland. The Put Option may only be exercised by Kerry once (a) the Call Option has not been exercised and (b) in the period from (and including) 1 August 2030 up to (and including) 31 July 2035 (the "Put Option Period"). If the Put Option is not exercised during the Put Option Period, it will lapse. The Put Option may be exercised by Kerry before the Put Option Period commences if the Co-Op defaults on the terms of the Shareholders' Agreement, becomes insolvent or is subject to a change of control.

Consideration

The consideration for the Phase 2 Transaction shall be the Phase 2 Consideration as reduced by the VWAP Adjustment and/or the EBITDA Adjustment, if any, (further details of which are provided above in the paragraph above named "Consideration and Adjustments" of Section 3 (Share Purchase Agreement) of this Part II).

If the Call Option is exercised, the Phase 2 Consideration will be satisfied by the Co-Op in cash on completion of the Call Option.

If the Put Option is exercised, the Phase 2 Consideration will be satisfied by the Co-Op either (i) wholly in cash or (ii) in a combination of cash and by way of entry into the Phase 2 Seller Loan Agreement.

The amount of the Phase 2 Seller Loan Agreement would be the minimum amount required such that, immediately following completion of the Put Option, the net debt to EBITDA ratio of Kerry Dairy Ireland and the Co-Op (on a consolidated basis) is no greater than 2:1 or such other amount as is agreed between Kerry and the Co-Op to facilitate completion of the Put Option. If the net debt to EBTIDA ratio of Kerry Dairy Ireland and the Co-Op (on a consolidated basis) immediately following completion of the Put Option would be greater than 2:1 such that a portion of the Phase 2 Consideration would be payable by way of the Phase 2 Seller Loan Agreement, Kerry may, in its discretion, elect to revoke the exercise of the Put Option.

Warranties

Kerry will give warranties to the Co-Op in respect of various matters, including (i) its capacity and authority to enter into and perform the Option Agreement and (ii) its title to the remaining interest in Kerry Dairy Ireland. The maximum aggregate liability of Kerry in respect of all and any claims under the warranties is limited to an amount equal to the Phase 2 Consideration and any claim must be made within 6 years of the completion of the Put Option or Call Option, as applicable.

SHAREHOLDERS' AGREEMENT 6.

The Shareholders' Agreement will be signed by Kerry, the Co-Op and Kerry Dairy Ireland on the Completion Date and is the document which governs the terms on which the parties have agreed to regulate their relationship as shareholders of Kerry Dairy Ireland and the operation of the Kerry Dairy Ireland Business for so long as it remains under joint ownership.

The Shareholders' Agreement contains customary terms and the following is a summary of the principal terms and conditions of the Shareholders' Agreement:

Governance

The board of Kerry Dairy Ireland will consist of up to 13 directors comprised of seven Co-Op directors, three individuals nominated by Kerry, two independent directors, who the Co-Op and Kerry may agree to appoint to the board from time, and the Chief Executive Officer of Kerry Dairy Ireland. The Co-Op shall also be entitled to nominate one of its directors to the position of Chairperson.

Dividend Policy

Kerry shall be entitled to a fixed dividend of €7.5 million per annum during the period of the joint ownership. Any amount of fixed dividends not paid annually to Kerry shall be payable to Kerry by the Co-Op as an addition to the Phase 2 Consideration.

Reserved Matters

Kerry and the Co-Op shall each be required to agree in writing before Kerry Dairy Ireland is authorised to carry out any matters reserved, including, but not limited to, the carrying on of any material business other than the existing activities of Kerry Dairy Ireland, disposing of the assets of Kerry Dairy Ireland above certain financial thresholds other than in the ordinary course of business and incurring indebtedness resulting in a net debt to EBITDA ratio of greater than 2 to 1 (subject to certain carve-outs including working capital facilities).

Maintenance, Operational and Capital Expenditure

Kerry and the Co-Op will take all reasonable steps to ensure that Kerry Dairy Ireland's maintenance, operational and capital expenditure is made at a reasonable level required to ensure all plant and machinery, vehicles and operations remain fit for purpose and compliant with all laws and regulations.

Arms' Length Transactions

All transactions between Kerry Dairy Ireland (or a subsidiary) and Kerry are to be conducted at arms' length market rates based on third party agreements and linked to market indices.

Non-Compete

For so long as Kerry is a shareholder of Kerry Dairy Ireland and for two years thereafter, Kerry shall be subject to a non-compete obligation with the Kerry Dairy Ireland Business (with standard carve-outs, including for any material transactions involving Kerry where a target company is operating a competing business which is not considered material in the context of the Kerry Dairy Ireland Business as a whole).

Drag Along

In the event that the Co-Op has not exercised the Call Option on or prior to 31 July 2035, and Kerry has not exercised the Put Option on or prior to 31 July 2035, the Co-Op will have the right thereafter to exercise drag along provisions. These provisions will allow the Co-Op to sell 100% of Kerry Dairy Ireland (including the 30% interest held by Kerry) (the "Drag Along Provision") provided that the proceeds of such sale payable to Kerry shall be equal to the Phase 2 Consideration (as adjusted, plus any amount of the fixed dividend that is unpaid up to the completion of such sale and less the applicable portion of anv damages otherwise recoverable in respect of warranties and indemnities given by Kerry in the Agreements). Should the Drag Along Provision be exercised, upon completion of the sale of 100% of the interest in Kerry Dairy Ireland to a third party, Kerry will cease to hold any interest in Kerry Dairy Ireland.

Restrictions on Transfer of Shares

The only permissible transfer of shares in Kerry Dairy Ireland shall be to either: (i) an affiliate of Kerry or the Co-Op. (ii) in accordance with the Option Agreement (as summarised at Section 5 (Option Agreement) of this Part II), (iii) on default of Kerry or the Co-Op or (iv) in accordance with the Drag Along Provision.

7. PHASE 1 SELLER LOAN AGREEMENT

Kerry or one or more of its subsidiaries may enter into a loan agreement with Kerry Dairy Ireland or one or more of its subsidiaries and/or the Co-Op pursuant to which it will make available a loan in a principal amount equal to the Phase 1 Seller Loan Amount. The funds advanced under the Phase 1 Seller Loan Agreement will be used by the Co-Op to satisfy a portion of the Phase 1 Consideration.

The Phase 1 Seller Loan Agreement will be based on arm's length terms substantially similar to the third party acquisition debt funding the Cash Payment and envisages a cross company guarantee from certain of Kerry Dairy Ireland's subsidiaries and limited recourse security over the shares held by the Co-Op in Kerry Dairy Ireland. It will be fully subordinated to the third party acquisition debt funding the Cash Payment.

The interest rate of the Phase 1 Seller Loan Agreement is to be determined based on the final position in the facility agreement for the third party acquisition debt funding the Cash Payment (the "Third Party Facility Agreement"). The loan will be amortising and the amortisation schedule will be determined following agreement of the Third Party Facility Agreement. Ongoing representations, warranties and events of default provisions are expected to substantially align with the Third Party Facility Agreement.

8 OTHER ANCILLARY AGREEMENTS

Transitional Services Agreement

The Transitional Services Agreement will cover certain transitional services to be provided by Kerry to Kerry Dairy Ireland. These transitional services will comprise services relating to IT, marketing, R&D, regulatory, food safety and quality, procurement, finance, HR and benefits, treasury, legal, corporate affairs and tax.

Under the Transitional Services Agreement, these services will be provided for up to five years.

As part of the transition, Kerry will assist Kerry Dairy Ireland to develop these services and allow for full separation. Kerry will deliver the transition services to Kerry Dairy Ireland at an agreed cost, subject to annual indexation, and will be responsible for obtaining any consents necessary to provide the services. Kerry will provide Kerry Dairy Ireland with a discount against the annual charges for up to three years to assist Kerry Dairy Ireland to fund the IT transition. Liability under the Transitional Services Agreement is subject to a mutual cap of the greater of a fixed amount or a percentage of the total charges paid under the Transitional Services Agreement.

IP Agreements

The Group will enter into certain intellectual property related agreements in connection with the following:

The Group will, prior to Phase 1 Completion, assign all intellectual property (including trademarks) which has been used exclusively in the Kerry Dairy Ireland Business to a member of the Kerry Dairy Ireland Group.

Where trademarks are (as of the date of Phase 1 Completion) not used exclusively in the Kerry Dairy Ireland Business, the Group will enter into a perpetual intellectual property licence with Kerry Dairy Ireland Group, to allow continued use of these trade marks (subject to certain restrictions) by the Kerry Dairy Ireland Business.

Additionally, certain intellectual property is used in the manufacturing processes of both the Kerry Dairy Ireland Business and the remaining business of the Group (the "Shared Process IP"). The Group and Kerry Dairy Ireland Group will therefore enter into a number of perpetual intellectual property cross-licences for this Shared Process IP in order to allow continued use of this Shared Process IP by the Kerry Dairy Ireland Group or the Group (as applicable). The Group will not restrict Kerry Dairy Ireland Group's use of the Shared Process IP with respect to future expansion.

PART III - ADDITIONAL INFORMATION

THE COMPANY 1.

Kerry was incorporated and registered in Ireland as a private limited company on 23 December 1985 with registered number 111471 under the name Kay Float Limited. It re-registered as a public limited company on 18 June 1986 under the name Kerry Group plc. The registered office of Kerry Group plc, Prince's Street, Tralee, Co. Kerry, V92 EH11, Ireland (Tel: + 353 66 718 2000).

MAJOR SHAREHOLDINGS 2.

The table below details the significant holdings (3 per cent or more) in the Shares or voting rights that have been disclosed to the Company as at the Latest Practicable Date in accordance with the requirements of the Transparency Rules:

Shareholder	Number of Shares	% of Existing Issued Share Capital
Kerry Co-operative Creameries Limited	19,045,396	11.2
Blackrock Investment Management	9,742,721	5.7

Save as disclosed above, the Company has not been notified of any shareholding representing, directly or indirectly, 3 per cent or more of the share capital of the Company.

ﺮ ﮐﮯ MATERIAL CONTRACTS

The following is a summary of the material contracts entered into in the ordinary course of business) which have been entered into by Kerry or a member of the Group within the two years immediately preceding the date of this Circular and which are or may be material to Kerry, and those other contracts (not being a contract entered into in the ordinary course of business) which contain any provision under which Kerry has any obligation or entitlement which is or may be material to Kerry at the date of this Circular, and in all cases is information which Shareholders would reasonably require to make a properly informed assessment of how to vote on the Proposed Transaction:

• 3.1 Transaction Agreement, the terms of which are summarised in Part II (Terms and Conditions of Key Transaction Documents) of this Circular;
• 3.2 Share Purchase Agreement, the terms of which are summarised in Part II (Terms and Conditions of Key Transaction Documents) of this Circular;
• 3.3 Share Exchange Agreement, the terms of which are summarised in Part II (Terms and Conditions of Key Transaction Documents) of this Circular;
• 3.4 Tax Deed, the terms of which are summarised in Part II (Terms and Conditions of Key Transaction Documents) of this Circular;
• 3.5 Option Agreement, the terms of which are summarised in Part II (Terms and Conditions of Key Transaction Documents) of this Circular;
• 3.6 Shareholders' Agreement, the terms of which are summarised in Part II (Terms and Conditions of Key Transaction Documents) of this Circular; and
• 3.7 Phase 1 Seller Loan Agreement, the terms of which are summarised in Part II (Terms and Conditions of Key Transaction Documents) of this Circular.

4. DIRECTORS' SHARES IN THE CO-OP

As at close of business on the Latest Practicable Date, directors of Kerry and their associates held the following interests in the Co-Op:

		% of the Co-Op's Issued
Shareholder	Number of Shares	Share Capital
Patrick Rohan	418	0.01

These interests are not deemed to constitute related party transactions for the Listing Rules.

SIGNIFICANT CHANGE 5.

Save as set out in Kerry's Q3 Interim Management Statement dated 24 October 2024 (which is incorporated herein by reference), there has been no significant change in the financial position of the Group since 30 June 2024, being the end of the last financial period for which unaudited interim financial information on the Group was published.

CONSENT 6.

Goldman Sachs has given and has not withdrawn its written consent to the inclusion in this Circular of its name and references thereto in the form and context in which it appears.

Davy has given and has not withdrawn its written consent to the inclusion in this Circular of its name and references thereto in the form and context in which it appears.

7. ROUNDING

Certain financial information in this Circular has been rounded. As a result of this rounding, the totals of data presented in this Circular may vary slightly from the actual arithmetic aggregation of the figures that precede them.

INCORPORATION BY REFERENCE 8.

Kerry's Q3 Interim Management Statement dated 24 October 2024 (accessible at https://www.kerry.com/ about/our-company/news-and-media/2024/kerry-group-q3-2024-results) is incorporated by reference in and forms part of this document. The location of reference to the above document within this Circular is set out below.

Document Reference	Information incorporated by reference into this Circular	Page number in this Circular
Kerry's Q3 Interim Management Statement dated 24 October 2024	Entirety of reference document	22

9. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the documents referred to below will be available for inspection on the Company's website at www.kerry.com/egm and in physical form at the registered office of Kerry Group plc, Prince's Street, Tralee, Co. Kerry, V92 EH11, at Kerry Ingredients (UK) Limited, Kerry, Bradley Road, Royal Portbury Dock, Bristol, BS20 7NZ, United Kingdom and at the offices of Arthur Cox LLP at Ten Earlsfort Terrace, Dublin 2, DO2 T380, Ireland during usual business hours on any weekday (Saturdays and public holidays excepted) from the date of this Circular until and including the date of the EGM. Copies of the documents referred to below will also be available at the EGM for at least one hour before, and for the duration of, the EGM

• · Kerry's memorandum and articles of association;
• · the Amended Articles, marked up to show the proposed amendments;
• · the consent letters of Goldman Sachs and Davy referred to in Section 6 (Consent) in Part III (Additional Information) of this Circular;
• the Form of Proxy; and
• this Circular.

Dated: 25 November 2024

PART IV - DEFINITIONS

In this Circular and in the Form of Proxy, the following expressions have the following meanings unless the context otherwise required or unless it is otherwise specifically provided in this Circular:

"€" or "euro" or "EUR"	the single currency of member states of the European Communities that adopt or have adopted the euro as their currency in accordance with legislation of the European Union relating to European Economic and Monetary Union;
"A Ordinary Shares" or "Shares"	the issued and fully paid A ordinary shares in the capital of Kerry with a nominal value of €0.125 each;
"Agreements"	has the meaning given to that term in Section 4 (Summary Of The Principal Terms And Conditions Of The Proposed Transaction) of Part I (Letter From the Chairman) of this Circular;
"Amended Articles"	the amended articles of association of Kerry proposed by Resolution 3 in Part V (Notice of EGM) of this Circular for approval by Shareholders at the EGM;
"Amended Co-Op Rules"	the amended rules of the Co-Op to be proposed at the Co-Op's special general meeting on 16 December 2024;
"Authorised Amount"	has the meaning given to that term in Part V (Notice of EGM) of this Circular;
"Board" or "Directors"	the directors of Kerry as at the date of this Circular, details of whom are set out on page 4 of this Circular;
"Call Option"	has the meaning given to that term in Section 4 (Summary Of The Principal Terms And Conditions Of The Proposed Transaction) of Part I (Letter from the Chairman) of this Circular;
"Call Option Period"	has the meaning given to that term in Section 5 (Option Agreement) of Part II (Terms And Conditions Of Key Transaction Documents) of this Circular,
"Capital Reduction"	has the meaning given to that term in Section 5 (Creation of Distributable Reserves) of Part I (Letter from the Chairman) of this Circular;
"Cash Payment"	has the meaning given to that term in Section 7 (Transaction Proceeds) of Part I (Letter From the Chairman) of this Circular;
"Circular"	this document dated 25 November 2024 including Notice of the EGM which comprises a circular to Shareholders pursuant to the Listing Rules and to section 11100 of the Companies Act;
"Co-Op"	Kerry Co-operative Creameries Limited, a society duly formed and validly existing under the laws of Ireland under registration number 3618R having its registered office at Prince's Street, Tralee, Co. Kerry, Ireland;
"Co-Op Members"	has the meaning given to that term in Section 1 (Introduction) of Part I (Letter from the Chairman) of this Circular;
"Co-Op Promissory Note"	has the meaning given to that term in Section 1 (Transaction Agreement) of Part II (Terms And Conditions Of Key Transaction Documents) of this Circular;
"Co-Op Redemption"	has the meaning given to that term in Section 1 (Transaction Agreement) of Part II (Terms And Conditions Of Key Transaction Documents) of this Circular;
"Co-Op Share"	has the meaning given to that term in Section 2 (Share Exchange Agreement) of Part II (Terms And Conditions Of Key Transaction Documents) of this Circular;
"Companies Act"	the Companies Act 2014 of Ireland (as amended);

"Completion"	completion of the Proposed Transaction in accordance with the terms of the Transaction Agreement;
"Completion Accounts Adjustment"	has the meaning given to that term in Section 3 (Share Purchase Agreement) of Part II (Terms And Conditions Of Key Transaction Documents) of this Circular;
"Completion Date"	has the meaning given to that term in Section 1 (Transaction Agreement) of Part II (Terms and Conditions of Key Transaction Documents) of this Circular;
"Conditions to Completion"	has the meaning given to that in Section 1 (Transaction Agreement) of Part II (Terms and Conditions of Key Transaction Documents) of this Circular;
"Davy"	J&E Davy, trading as Davy;
"Disposal"	has the meaning given to that term in Section 1 (Introduction) of Part I (Letter From the Chairman) of this Circular;
"Drag Along Provision"	has the meaning given to that term in Section 6 (Shareholders' Agreement) of Part II (Terms and Conditions of Key Transaction Documents) of this Circular;
"EBITDA Adjustment"	has the meaning given to that term in Section 3 (Share Purchase Agreement) of Part II (Terms And Conditions Of Key Transaction Documents) of this Circular;
"EGM"	has the meaning given to that term in Section 1 (Introduction) of Part I (Letter From the Chairman) of this Circular;
"EU"	the European Union;
"Euroclear Bank"	Euroclear Bank SA/NV, an international central securities depository based in Belgium and part of the Euroclear Group;
"Euroclear Bank Participants"	participants in Euroclear Bank, each of which has entered into an agreement to participate in the Euroclear System;
"Euroclear System"	the securities settlement system operated by Euroclear Bank and governed by Belgian law;
"Euronext Dublin"	the Irish Stock Exchange plc, trading as Euronext Dublin;
"Existing Issued Share Capital"	169,838,901 A Ordinary Shares in issue in Kerry as at the Latest Practicable Date;
"FCA"	the Financial Conduct Authority in the UK acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act, 2000 of the United Kingdom;
"Form of Proxy"	the form of proxy for use by Shareholders in connection with the EGM;
"FSMA"	Financial Services and Markets Act 2000 of the United Kingdom (as amended);
"Goldman Sachs"	Goldman Sachs International;
"Group"	Kerry and its subsidiaries;
"Independent Shareholders"	has the meaning given to that term in Section 1 (Introduction) of Part I (Letter From the Chairman) of this Circular;
"IP Agreements"	means the intellectual property arrangements as described in Section 8 (Other Ancillary Agreements) of Part II (Terms and Conditions of Key Transaction Documents) of this Circular;
"Ireland"	the island of Ireland, excluding Northern Ireland, and the word 'Irish' shall be construed accordingly;
"Irish Listing Rules"	the published listing rules of Euronext Dublin;
"Irish Transparency Rules"	the Transparency (Directive 2004/109/EC) Regulations 2007 (as amended) and the Central Bank (Investment Market Conduct) Rules 2019, each as amended from time to time;

"Kerry" or "the Company"	Kerry Group Public Limited Company, a company incorporated in Ireland under registration number 111471 having its registered office at Kerry Group plc, Prince's Street, Tralee, Co. Kerry, V92 EH11, Ireland;
"Kerry Consideration Shares"	has the meaning given to that term in Section 2 (Share Exchange Agreement) of Part II (Terms And Conditions Of Key Transaction Documents) of this Circular;
"Kerry Dairy Ireland"	Kerry Dairy Holdings (Ireland) Limited, a company incorporated in Ireland under registration number 128460 having its registered office at Prince's Street, Tralee, Co. Kerry, V92 EH11, Ireland;
"Kerry Dairy Ireland Business"	the dairy business of the Kerry Dairy Ireland Group to be acquired under the Share Purchase Agreement as described in Section 3 (Information On Kerry Dairy Ireland and the Kerry Dairy Ireland Business) of Part I (Letter From the Chairman);
"Kerry Dairy Ireland Group"	Kerry Dairy Ireland and its subsidiaries;
"Kerry Promissory Note"	has the meaning given to that term in Section 1 (Transaction Agreement) of Part II (Terms And Conditions Of Key Transaction Documents) of this Circular;
"Kerry Promissory Note Balance"	has the meaning given to that term in Section 1 (Transaction Agreement) of Part II (Terms And Conditions Of Key Transaction Documents) of this Circular;
"Kerry Redemption"	has the meaning given to that term in Section 1 (Transaction Agreement) of Part II (Terms And Conditions Of Key Transaction Documents) of this Circular;
"Kerry Shares"	the A Ordinary Shares of €0.125 each in the issued share capital of Kerry;
"Latest Practicable Date"	close of business on 18 November 2024, being the latest practicable date prior to the publication of this Circular;
"Listing Rules"	the Irish Listing Rules and the UK Listing Rules;
"Market Abuse Regulation"	Market Abuse Regulation (EU) No 596/2014 of the European Parliament and of the Council (also as in force in the UK, from time to time, including, where relevant, pursuant to the UK's Market Abuse (Amendment) (EU Exit) Regulations 2019);
"Notice"	the notice of EGM set out in Part V (Notice of EGM) of this Circular;
"Option Agreement"	the option agreement as described in Section 5 (Option Agreement) of Part II (Terms and Conditions of Key Transaction Documents) of this Circular;
"Phase 1 Completion"	completion of the Phase 1 Transaction;
"Phase 1 Consideration"	has the meaning given to that term in Section 7 (Transaction Proceeds) of Part I (Letter from the Chairman) of this Circular;
"Phase 1 Seller Loan Agreement"	has the meaning given to that term in Section 7 (Phase 1 Seller Loan Agreement) of Part II (Terms and Conditions of Key Transaction Documents) of this Circular;
"Phase 1 Seller Loan Amount"	has the meaning given to that term in Section 7 (Transaction Proceeds) of Part I (Letter from the Chairman) of this Circular;
"Phase 1 Transaction"	has the meaning given to that term in Section 1 (Introduction) of Part I (Letter from the Chairman) of this Circular;
"Phase 2 Consideration"	has the meaning given to that term in Section 7 (Transaction Proceeds) of Part I (Letter from the Chairman) of this Circular;
"Phase 2 Seller Loan Agreement"	has the meaning given to that term in Section 7 (Transaction Proceeds) of Part I (Letter from the Chairman) of this Circular;
"Phase 2 Transaction"	has the meaning given to that term in Section 1 (Introduction) of Part I (Letter from the Chairman) of this Circular:

"PRA"	Prudential Regulation Authority in the United Kingdom;
"Proposed Transaction"	has the meaning given to that term in Section 1 (Introduction) of Part I (Letter from the Chairman) of this Circular;
"Put Option"	has the meaning given to that term in Section 4 (Summary Of The Principal Terms And Conditions Of The Proposed Transaction) of Part I (Letter From the Chairman) of this Circular;
"Put Option Period"	has the meaning given to that term in Section 5 (Option Agreement) of Part II (Terms And Conditions Of Key Transaction Documents) of this Circular,
"Redemptions"	the Kerry Redemption and the Co-Op Redemption;
"Registrar"	Share Registration Department, Kerry Group plc, Prince's Street, Tralee, Co. Kerry, V92 EH11, Ireland;
"Regulatory Information Service"	one of the regulatory information services authorised by the Euronext Dublin and/or the FCA to receive, process and disseminate regulated information from listed companies;
"Related Party Resolution"	Resolution 1 in Part V (Notice of EGM) of this Circular to be proposed at the EGM;
"Resolutions"	the resolutions set out in Part V (Notice of EGM) of this Circular to be proposed at the EGM;
"Share Exchange"	has the meaning given to that term in Section 2 (Share Exchange Agreement) of Part II (Terms And Conditions Of Key Transaction Documents) of this Circular;
"Share Exchange Agreement"	the share exchange agreement as described in Section 2 (Share Exchange Agreement) of Part II (Terms And Conditions Of Key Transaction Documents) of this Circular;
"Share Exchange Ratio"	means the number of Kerry Shares that shall be allotted and issued in exchange for every one Co-Op Share acquired by Kerry pursuant to the Share Exchange (being an amount equal to the total number of Kerry Shares owned by the Co-Op at Phase 1 Completion divided by the total number of Co-Op Shares in issue at Phase 1 Completion rounded down to six (6) decimal places);
"Share Exchange Steps"	has the meaning given to that term in Section 1 (Introduction) of Part I (Letter From the Chairman) of this Circular;
"Share Premium Increase"	has the meaning given to that term in Section 5 (Creation of Distributable Reserves) of Part I (Letter From the Chairman) of this Circular;
"Share Purchase Agreement"	means the share purchase agreement between Kerry and the Co-Op dated 12 November 2024:
"Shared Process IP"	has the meaning given to the term in Section 8 (Other Ancillary Agreements) of Part II (Terms And Conditions Of Key Transaction Documents) of this Circular;
"Shareholders"	a holder or holders of Kerry Shares;
"Shareholders' Agreement"	the shareholders' agreement as described in Section 6 (Shareholders' Agreement) of Part II (Terms And Conditions Of Key Transaction Documents) of this Circular;
"SRN"	Shareholder reference number;
"subsidiary"	shall be construed in accordance with section 7 of the Companies Act;
"Tax Deed"	the tax deed as described in Section 4 (Tax Deed) of Part II (Terms And Conditions Of Key Transaction Documents) of this Circular;
"Third Party Facility Agreement"	means the facility agreement for the third party acquisition debt funding the Cash Payment as referred to in Section 7 (Phase 1 Seller Loan

	Agreement) of Part II (Terms And Conditions Of Key Transaction Documents) of this Circular;
"Total Consideration"	has the meaning given to the term in Section 3 (Share Purchase Agreement) of Part II (Terms And Conditions Of Key Transaction Documents) of this Circular;
"Transaction Agreement"	means the transaction agreement between Kerry and the Co-Op dated 12 November 2024;
"Transaction Proceeds"	the proceeds of the Proposed Transaction receivable by Kerry Group as described in Section 7 (Transaction Proceeds) of Part 1 (Letter From the Chairman) of this Circular;
"Transitional Services Agreement"	the transitional services agreement as described in Section 8 (Other Ancillary Agreements) of Part II (Terms And Conditions Of Key Transaction Documents) of this Circular;
"Transparency Rules"	the Irish Transparency Rules and the UK Transparency Rules;
"UK" or "United Kingdom"	the United Kingdom of Great Britain and Northern Ireland;
"UK Listing Rules"	the published listing rules of the FCA;
"UK Transparency Rules"	the disclosure guidance and transparency rules made under Part 6 of FSMA (as set out in the FCA's handbook) as amended from time to time;
"VWAP Adjustment"	has the meaning given to the term in Section 3 (Share Purchase Agreement) of Part II (Terms And Conditions Of Key Transaction Documents) of this Circular.

Notes:

⁽i) Unless otherwise stated in this Circular, all references to statutes or other forms of legislation of Ireland. Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof.

⁽ii) Words importing the singular shall include the plural and words importing the masculine shall include the feminine or neutral gender.

PART V - NOTICE OF EGM

NOTICE OF EXTRAORDINARY GENERAL MEETING

OFF

KERRY GROUP PUBLIC LIMITED COMPANY ("KERRY" OR THE "COMPANY")

NOTICE is hereby given that an Extraordinary General Meeting of the Company will be held at The Rose Hotel, Dan Spring Road, Tralee, Co. Kerry, V92 HKA4, Ireland at 2 p.m. on Thursday, 19 December 2024 for the following purposes:

To consider and, if thought fit, to pass the following resolutions:

• 1. THAT the Proposed Transaction, including the Share Exchange Steps, the Phase 1 Transaction and the Phase 2 Transaction, (in each case as described and defined in the Circular to the Shareholders of the Company dated 25 November 2024), be and is hereby approved and the Directors of the Company (or any duly authorised committee thereof) be and are hereby authorised to carry the same into effect and in connection therewith:
  2. (i) to do, or procure to be done, all such acts and things on behalf of Kerry and any of its subsidiaries as the Directors of the Company (or any duly authorised committee thereof) consider necessary, desirable or expedient to implement, or otherwise in connection with, the Proposed Transaction; and
  3. (ii) to agree such modifications, variations, revisions, waivers, extensions, additions or amendments to any of the terms and conditions of the Proposed Transaction and/or to any documents relating to it, as the Directors of the Company (or any duly authorised committee thereof) may in their absolute discretion think fit, provided such modifications, revisions, waivers, extensions, additions or amendments are not of a material nature.
• 1. THAT, subject to and conditional on Resolution 1 herein being passed, in addition, and without prejudice, to all existing authorities given to the Directors for the purposes of section 1021 of the Companies Act, the Directors be and are hereby generally and unconditionally authorised to exercise all the powers of Kerry to allot relevant securities (within the meaning of section 1021 of the Companies Act), up to an aggregate nominal amount of €2,380,675 (representing approximately 11,2% of Kerry's Existing Issued Share Capital), pursuant to the Share Exchange Steps (as described and defined in the Circular to the Shareholders of the Company dated 25 November 2024); and the authority hereby conferred shall expire on the date which is five years from the date of this resolution, save that Kerry 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 such authority had not expired.

AS SPECIAL RESOLUTIONS:

• THAT, subject to and conditional on Resolutions 1 and 2 herein being passed, the articles of ನ್ನ association of Kerry, with effect from immediately prior to Completion (as described and defined in the Circular to the Shareholders of the Company dated 25 November 2024), be amended by:
  • (i) the insertion of the following new definition to Article 1(a):

""Redeemable Shares" means redeemable shares within the meaning of the Act."

• (ii) the insertion of the following new Article 3(k):
  • "(k) Where the Board specifically resolves to treat an acquisition of an A Ordinary Share or an interest in an A Ordinary Share as a redemption for the purposes of the Act, such A Ordinary Share shall be deemed to be a Redeemable Share on, and from the time of, the existence or creation of an agreement, transaction or trade between the Company and any third party pursuant to which the Company acquires or will acquire A Ordinary Shares or an interest in A Ordinary Shares, from such third party and the Company is hereby authorised to enter into any such agreement, transaction or trade. In these circumstances, the acquisition of such shares or interest in shares by the Company shall constitute the redemption of a Redeemable Share in accordance with the Act. No resolution, whether special or otherwise, shall be required to be passed to deem such A Ordinary Share a Redeemable Share, or to authorise the redemption of such a Redeemable Share and once

deemed to be a Redeemable Share such share shall be redeemable at the instance of the Company. The Company may cancel any shares so redeemed or hold them as Treasury Shares (as defined in the Act) and may reissue any such shares of any class or classes."

• 1. THAT, subject to and conditional on Resolutions 1 and 2 herein being passed and subject to the confirmation of the High Court of Ireland:
  2. (i) in accordance with the provisions of section 84 of the Companies Act, the company capital of the Company be reduced by the cancellation of the amount credited to the Company's share premium account as a result of the issue of Kerry shares pursuant to the Share Exchange (the "Authorised Amount"), or such other lesser amount as the Directors of the Company (or any duly authorised committee thereof) or the High Court of Ireland may determine and that the reserve resulting from the cancellation of such share premium be treated as profits available for distribution as defined by section 117 of the Act (and/or any corresponding provision of any amended or replacement legislation); and
  3. (ii) each of the Directors of the Company be and are hereby authorised to take all such actions as they see fit on behalf of the Company to seek the confirmation of the High Court of Ireland to a reduction of the company capital of the Company by the Authorised Amount or such other lesser amount as the Directors of the Company (or any duly authorised committee thereof) or the High Court of Ireland may determine.

By order of the Board

Ronan Deasy

Company Secretary Kerry Group plc Registered Office: Kerry Group plc Prince's Street, Tralee, Co. Kerry, V92 EH11, Ireland 25 November 2024

SHAREHOLDER INFORMATION

Conditions for participating in the meeting

Every shareholder, irrespective of how many Kerry Group plc shares he'she holds, has the right to attend, speak, ask questions and vote at the EGM (subject to only the Independent Shareholders having the right to vote on the Related Party Resolution).

Record Date for the EGM

The Company, pursuant to section 1105 (as amended) of the Companies Act, 2014 has specified that only those shareholders registered in the register of members of the Company as at 6 p.m. on 15 December 2024 (or in the case of an adjournment as at 6 p.m. on the day before a date not more than 72 hours before the adjourned meeting) shall be entitled to participate and vote at the EGM. Changes in the register after this time will be disregarded in determining the right of any person to attend, speak, ask questions and/or vote at the meeting.

How to exercise voting rights

Exercising your voting rights will depend on the manner in which you shares in the Company.

Certificated Shareholders

Shareholders may exercise their right to vote:

• • by attending the EGM in person (in the case of a body corporate, a person duly authorised by its governing body).
• • by appointing the Chairman or another person as a proxy to vote on their behalf.

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.

Euroclear Bank Participants/CDI Holders

Euroclear Bank Participants and those who hold their interests in the Company as CREST Depository Interests should consult with their stockbroker or other intermediary as applicable, at the earliest opportunity, for further information on the processes and timelines for voting at the EGM through the respective systems.

Appointment of Proxy

The process for appointing a proxy will depend on the manner in which you hold your shares in the Company.

Certificated Shareholders

Any member entitled to attend and vote at the EGM may appoint a proxy (or proxies) to attend, speak, ask questions and vote on their behalf. For this purpose, the Form of Proxy has been sent to each shareholder. A shareholder may appoint the Chairman of the Company or another individual as his/her proxy. A proxy need not be a shareholder of the Company.

To appoint a proxy, shareholders may submit their proxy by completing the enclosed Form of Proxy making sure to sign and date the form and returning it in the pre-paid envelope provided to the Group Secretary, Kerry Group plc, Prince's Street, Tralee, Co. Kerry, V92 EH11, Ireland, to be received no later than 2 p.m. on Tuesday, 17 December 2024.

If a shareholder appoints someone other than the Chairman as proxy, the shareholder must fill in the details of his/her representative into the space provided following the wording "I/We hereby appoint" on the Form of Proxy.

Shareholders may also appoint a proxy electronically by visiting our website www.kerry.com/shareholder/ proxy and submitting their proxy details. Shareholders will be asked to enter their Shareholder Reference Number (SRN), and PIN (both of which can be found on the Form of Proxy) and agree to certain terms and conditions.

Completing and returning a Form of Proxy will not preclude a shareholder from attending and voting at the meeting should they so wish.

Euroclear Bank Participants/ Holders of CREST Depository Interests

Euroclear Bank participants and those who hold their interests in the Company as CREST Depository Interests should consult with their stockbroker or other intermediary as applicable, at the earliest opportunity, for further information on the processes and timelines for appointing a proxy for the EGM through the respective systems.

How to ask a question before or at the meeting

Pursuant to section 1107 of the Companies Act shareholders have the right to ask questions related to items on the agenda of the EGM and have such questions answered by the Company, subject to any reasonable measures the Company may take to ensure the identification of shareholders. An answer is not required if:

• to give an answer would interfere unduly with the preparation for the confidentiality and business interests of the Company;
• the answer has already been given on the Company's website www.kerry.com/egm in the form of a 'Q&A'; or
• it appears to the Chairman of the meeting that it is undesirable in the interest of the good order of the meeting that the question is answered.

If you wish to submit a question before the EGM, we request that your questions by email to registrar@kerry.ie or by post to the Group Secretary, Kerry Group plc, Prince's Street, Tralee, Co. Kerry, V92 EH11, Ireland, with SRN, evidence of your identity and shareholding to be received not later than 4 days before the EGM.

How to table draft resolutions

Pursuant to section 1104(1)(b) of the Companies Act and subject to any contrary provision in company law, shareholders, holding at least 3% of the Company's issued share capital representing at least 3% of the voting rights of all shareholders who have a right to vote at the EGM, have the right to table a draft resolution for an item on the agenda, of the EGM.

How to request/inspect documentation relating to the meeting.

All documents pertaining to the meeting are available on the Company's website at www.kerry.com/egm, at the registered office of the Company at Kerry Group plc, Prince's Street, Tralee, Co. Kerry, V92 EH11, at Kerry Ingredients (UK) Limited, Kerry, Bradley Road, Royal Portbury Dock, Bristol, BS20 7NZ, United Kingdom and at the offices of Arthur Cox LLP of Ten, Earlsfort Terrace, Dublin 2, D02 T380, Ireland during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted).

Should a shareholder not receive a Form of Proxy, or should a shareholder wish to be sent copies of these documents, he/she may request this by telephoning the Group Secretary's office on +353 66 718 2000, by emailing registrant@kerry.ie or by writing to the Group Secretary at Kerry Group plc, Prince's Street, Tralee, Co. Kerry, V92 EH11, Ireland.

Further information

EGM Documents

The Notice of the EGM, the details of the total number of shares and voting rights at the date of giving of the Notice, the documents to be submitted to the meeting, copies of any draft resolutions and copies of the forms to be used to vote by proxy are available on the Company's website at www.kerry.com/egm.

Withdrawal of Resolutions

The Board reserves the right to withdraw any resolution contained in the EGM from the business of the EGM at any time in advance of the EGM. Any such withdrawal will be communicated to shareholders by way of Regulatory Information Service (RIS) and will be available on the Company's website at www.kerry.com/egm.

Recording of EGM

During the meeting, shareholders (or their duly appointed proxies) may not use cameras, smart phones or other audio, video or electronic recording devices, unless expressly authorised by the Chairman of the meeting.

ISIN

The ISIN for Kerry Group plc A Ordinary Shares is IE0004906560.

Unique Identifier Code

The unique identifier code of the EGM for the purposes of Commission Implementing Regulation (EU) 2018/1212 of 3 September 2018 will be made available on the Company's website at www.kerry.com/egm.