Tate & Lyle PLC — AGM Information 2017

Jul 27, 2017

Registered Number 76535

THE COMPANIES ACT 1862 to 2006

PUBLIC COMPANY LIMITED BY SHARES

RESOLUTIONS OF TATE & LYLE PLC.

Date of Resolutions: 27 July 2017

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 27 July 2017.

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 2018 or 30 September 2018:

• (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 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 in the Company or grant rights to subscribe for or to convert any security into shares in the Company:

• (a) up to an aggregate nominal amount of £38,336,574;
• (b) comprising equity securities (as defined in Section 560(1) of the Act) up to a further nominal amount of £38,336,574 in connection with an offer by way of a rights issue;

such authorities 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 2018 or on 30 September 2018, whichever is the earlier, but, in each case, so that the Company may. before such expiry, make offers and enter into agreements 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.

For the purposes of this Resolution, "rights issue" means an offer to:

$(1)$ ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

$(11)$ people who are holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities.

to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable instrument) which may be traded for a period before payment for the securities is due, 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, regulatory or practical problems in, or under the laws of, any territory.

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:

• (a) pursuant to the authority given by paragraph (a) of Resolution 18 or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the Act in each case:
• j. in connection with a pre-emptive offer; and
• ii. otherwise than in connection with a pre-emptive offer, up to an aggregate nominal amount of £5,808,571; and
• (b) pursuant to the authority given by paragraph (b) of Resolution 18 in connection with a pre-emptive rights issue.

as if Section 561(1) of the Act did not apply to any such allotment:

such authority to expire at the conclusion of the next annual general meeting of the Company or at the close of business on 30 September 2018, 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.

For the purposes of this Resolution:

• $\left($ l $\right)$ "rights issue" has the same meaning as in Resolution 18 above;
• $(II)$ "pre-emptive offer" means an offer of equity securities open for acceptance for a period fixed by the Directors to (i) 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 (ii) 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, regulatory or practical problems in, or under the laws of, any territory:
• $(III)$ references to an allotment of equity securities shall include a sale of treasury shares; and
• $(IV)$ 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 20

That, subject to the passing of Resolution 18 and in addition to any authority granted under Resolution 19, the Directors be 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 as if Section 561(1) of the Act did not apply to any such allotment, such authority to be:

• (a) limited to the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of £5,808,571; and
• (b) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice.

such authority to expire at the conclusion of the next annual general meeting of the Company or at the close of business on 30 September 2018, 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 21

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 46,468,572;
• (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% of the average of the closing price 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 2018 or on 30 September 2018, 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 22

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

Claire-Marie O'Grady Company Secretary 27 July 2017