Tate & Lyle PLC — AGM Information 2016

Jul 21, 2016

Registered Number 76535

THE COMPANIES ACT 1862 to 2006

PUBLIC COMPANY LIMITED BY SHARES

RESOLUTIONS OF TATE & LYLE PLC

Date of Resolutions: 21 July 2016

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 21 July 2016

Ordinary resolution 17

That the Company and those companies which are subsidiaries of the Company at any time during the period for which this resolution has effect be authorised for the purposes of Part 14 of the Act during the period from the date of the passing of this resolution to the earlier of the conclusion of the Company's annual general meeting in 2017 or 30 September 2017:

• (a) to make political donations to political parties, and/or independent election candidates, and/or to political organisations other than political parties not exceeding £100,000 in total; and
• (b) to incur political expenditure not exceeding (when aggregated with any donations made under the authority granted in paragraph (a) above) £100,000 in total.

All existing authorisations and approvals relating to political donations or expenditure under Part 14 of 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. Words and expressions defined for the purpose of the Act shall have the same meaning in this resolution.

Ordinary resolution 18

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 £38,869,404; 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 2017 or on 30 September 2017, whichever is the earlier, but so that the Company may, before such expiry, 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 given by this resolution has expired.

Special resolution 19

That, subject to the passing of resolution 18, the Directors be and are hereby authorised to allot equity securities as defined in Section 560(1) of the Act wholly for cash pursuant to the authority given by resolution 18 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 £5,830,410:

as if Section 561(1) of the Act did not apply to any such allotment; such authority to expire at the conclusion of the Company's annual general meeting in 2017 or on 30 September 2017, whichever is the earlier, but so that the Company may, before such expiry, make offers and enter into agreements which would, or might, require equity securities to be allotted and treasury shares to be sold after the authority given by this resolution has expired and the Directors may allot equity securities and sell treasury shares under any such offer or agreement as if the authority had not expired.

Special resolution 20

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 46,643,284;
• (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 Commission-adopted Regulatory Technical Standards pursuant to article 5(6) of the Market Abuse Regulation; and
• (d) this authority shall expire at the conclusion of the annual general meeting in 2017 or on 30 September 2017, whichever is the 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 21

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

Lucie Gilbert Company Secretary Tate & Lyle PLC 21 July 2016