Tate & Lyle PLC — AGM Information 2015

Jul 29, 2015

THE COMPANIES ACT 1862 to 2006

PUBLIC COMPANY LIMITED BY SHARES

RESOLUTIONS OF TATE & LYLE PLC.

Date of Resolutions: 29 July 2015

The following resolutions were passed at the Annual General Meeting of Tate & Lyle PLC held at The QEII Centre, Broad Sanctuary, Westminster, London SW1P 3EE on 29 July 2015.

Ordinary resolution 16

That the Company be and is hereby authorised to:

• (a) make political donations to political parties, and/or independent election candidates, and/or political organisations other than political parties not exceeding £100,000 in total; and
• (b) incur political expenditure not exceeding £100,000 in total,

during the period beginning with the date of the passing of this resolution and ending on the date of the annual general meeting in 2016 or on 30 September 2016, whichever is the earlier.

All existing authorisations and approvals relating to political donations or expenditure under Part 14 of the Companies Act 2006 (the Act) are hereby revoked without prejudice to any donation made or expenditure incurred prior to the date hereof pursuant to such authorisation or approval.

For the purposes of this resolution, the expressions 'political donations', 'political parties', 'independent election candidates', 'political organisations' and 'political expenditure' have the meanings set out in sections 363 to 365 of the Act.

Ordinary resolution 17

That the Directors be and are hereby generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Act to exercise all the powers of the Company to allot shares or grant rights to subscribe for or to convert any security into shares up to a nominal amount of £38,841,348;

such authority to apply in substitution for all previous authorities pursuant to Section 551 of the Act and to expire at the conclusion of the Company's annual general meeting in 2016 or on 30 September 2016, whichever is the earlier, but so that the Company may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority ends.

Special resolution 18

That, subject to the passing of resolution 17, the Directors be and are hereby empowered to allot equity securities as defined in Section 560(1) of the Act wholly for cash pursuant to the

1

authority given by resolution 17 or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the Act, in each case:

• (a) in connection with a pre-emptive offer; and
• (b) otherwise than in connection with a pre-emptive offer, up to an aggregate nominal amount of £5,826,202;

as if Section 561(1) of the Act did not apply to any such allotment; such power to expire at the conclusion of the Company's annual general meeting in 2016 or on 30 September 2016, whichever is the earlier, but so that the Company may make offers and enter into agreements during this period which would, or might, require equity securities to be allotted after the power ends.

For the purposes of this resolution:

• 'pre-emptive offer' means an offer of equity securities open for acceptance for a $(i)$ period fixed by the Directors to (a) holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings, and (b) other persons so entitled by virtue of the rights attaching to any other equity securities held by them, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, requiatory or practical problems in, or under the laws of, any territory;
• (ii) references to an allotment of equity securities shall include a sale of treasury shares; and
• (iii) the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.

Special resolution 19

That the Company be and is hereby unconditionally and generally authorised for the purpose of Section 701 of the Act to make market purchases (as defined in Section 693 of the Act) of ordinary shares of 25p each in the capital of the Company, provided that:

• (a) the maximum number of shares which may be purchased is 46,609,616;
• (b) the minimum price which may be paid for a share is the nominal value of that share;
• (c) the maximum price which may be paid for a share is the higher of (i) 105 per cent of the average of the middle market quotations of the Company's ordinary shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such shares are contracted to be purchased, and (ii) the higher of the price of the last independent trade and the highest current independent bid on the London Stock Exchange as stipulated in Article 5(1) of the Buyback and Stabilisation Regulation; and
• (d) this authority shall expire at the conclusion of the annual general meeting in 2016 or on 30 September 2016, whichever is earlier, (except in relation to the purchase of shares the contract for which was concluded before the expiry of such authority and which might be executed wholly or partly after such expiry) unless such authority is renewed prior to such time.

Special resolution 20

That a general meeting of the Company, other than an annual general meeting, may be called on not less than 14 clear days' notice.

$100$

Lucie Gilbert Company Secretary
Tate & Lyle PLC
29 July 2015

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