Tate & Lyle PLC — Proxy Solicitation & Information Statement 2017

Jun 20, 2017

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How would you like to receive shareholder documentation in future?

TATE & LYLE

Shareholder Reference Number

| Option 1
{email} | To receive email notifications when shareholder information is available on our website, www.tateandlyle.com. | Register at www.shareview.co.uk. |
| --- | --- | --- |
| Option 2
{website} | To receive written notifications when shareholder information is available on our website, www.tateandlyle.com. | No action required. |
| Option 3
{paper} | To continue to receive hard copy shareholder communications and documents through the post. | ☐ Tick box and return this form to our, registrar, Equiniti, in the pre-paid envelope provided by 25 July 2017. |

Please see overleaf for further information.

If we do not hear from you by 25 July 2017, you will be deemed to have agreed to receive shareholder documentation via our website (Option 2).

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Ppoxy form

Voting ID

Task ID

TATE & LYLE

Shareholder Reference Number

Please refer to the Notice of Annual General Meeting 2017 (which contains the full text of the resolutions and explanatory notes) before completing the proxy form. The Notice of Annual General Meeting is available online at www.tateandlyle.com/noticeofmeeting2017.

You may submit your instructions electronically at www.sharevote.co.uk using the above numbers.

To be valid, all voting instructions must be received by the registrars, Equiniti, no later than 11.00am on Tuesday 25 July 2017.

I/we, hereby appoint the Chairman of the Meeting; or the following person:

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Meeting arrangements

The Tate & Lyle AGM will be held at The QEII Centre, Broad Sanctuary, Westminster, London SW1P 3EE at 11.00am on Thursday 27 July 2017. Registration will commence at 10.00am.

If you plan to attend the AGM, please bring this card with you and keep it until the end of the Meeting. It shows that you are entitled to attend and vote at the AGM and will speed up your admission to the Meeting.

as my/our proxy, to attend and speak and vote on my/our behalf at the Annual General Meeting of Tate & Lyle PLC to be held on 27 July 2017 and at any adjournment thereof. The proxy will vote on the resolutions listed below as indicated. The proxy will vote or abstain from voting at his or her discretion, on any resolution listed below, if no instruction is given regarding that resolution and on any other business transacted at the Meeting (including amendments to resolutions).

Please put an 'X' here if this proxy appointment is one of multiple appointments being made¹.

Please indicate how you wish your proxy to vote by marking the appropriate boxes in ink like this: ☑

Resolutions	For	Against	Withheld²	For	Against	Withheld²
1. Annual Report and Accounts	☐	☐	☐	15. Re-appointment of auditors	☐	☐
2. Directors' Remuneration Policy	☐	☐	☐	16. Remuneration of auditors	☐	☐
3. Directors' Remuneration Report	☐	☐	☐	17. Political donations	☐	☐
4. Declaration of dividend on ordinary shares	☐	☐	☐	18. Authority to allot shares	☐	☐
				19. Disapplication of pre-emption rights³	☐	☐
				20. Additional disapplication of pre-emption rights³	☐	☐
Re-election of directors:
5. Dr Gerry Murphy	☐	☐	☐	21. Authority to make market purchases of own shares³	☐	☐
6. Javed Ahmed	☐	☐	☐
7. Nick Hampton	☐	☐	☐	22. Notice period for general meetings³	☐	☐
8. Paul Forman	☐	☐	☐
9. Lars Frederiksen	☐	☐	☐
10. Douglas Hurt	☐	☐	☐
11. Jeanne Johns	☐	☐	☐
12. Anne Minto	☐	☐	☐
13. Dr Ajai Puri	☐	☐	☐
14. Sybella Stanley	☐	☐	☐

Notes

1. To appoint more than one proxy, please photocopy this form or contact Equiniti.
2. A vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes for and against a resolution.
3. Special resolution.

0056-158-s

Please mark this box if signing on behalf of the shareholder as attorney, receiver, or otherwise. ☐

Signature

Date

This card should not be used for any comments, change of address, or other notification or enquiries.

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Business Reply Plus
Licence Number
RTAR-LRUJ-RTCK

Equiniti
Aspect House
Spencer Road
LANCING
BN99 8HS

Explanatory notes relating to future shareholder documentation

• You have the right to request a paper copy of any shareholder document or change your election at any time by writing to our registrar, Equiniti.
• If you select Option 1 (email), you will need to set up an online portfolio using Equiniti's portfolio service, Shareview. The terms and conditions of the Shareview service are available online at www.shareview.info/terms.
• It will be your responsibility to notify Equiniti of any change to your name, address, email address or other contact details.
• Tate & Lyle PLC cannot be held responsible for any failure in electronic transmission beyond its control.
• Tate & Lyle PLC cannot accept responsibility for loss or damage arising from the opening or use of any email or attachments from the Company, and recommends that you subject all messages to virus checking procedures prior to use.
• Tate & Lyle PLC's annual reports and accounts and AGM documents will be available for viewing approximately one month before the scheduled AGM date each year.
• Notwithstanding any election, Tate & Lyle PLC may, at its sole and absolute discretion, send any notification or information to shareholders in hard copy form.
• The reply paid envelope may be used to return both this form and the proxy form. If posted outside the United Kingdom, you will need to pay postage.

Registrar

Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom.
Tel: 0371 384 2063* or +44 (0)121 415 0235 (for calls from outside the UK).

• Lines are open Monday to Friday, 8.30 am to 5.30 pm UK time (excluding UK public holidays).

Annual General Meeting 2017

Poll card

Resolutions	For	Against	Withheld¹
1. Annual Report and Accounts	☐	☐	☐
2. Directors' Remuneration Policy	☐	☐	☐
3. Directors' Remuneration Report	☐	☐	☐
4. Declaration of dividend on ordinary shares	☐	☐	☐
Re-election of directors:
5. Dr Gerry Murphy	☐	☐	☐
6. Javed Ahmed	☐	☐	☐
7. Nick Hampton	☐	☐	☐
8. Paul Forman	☐	☐	☐
9. Lars Frederiksen	☐	☐	☐
10. Douglas Hurt	☐	☐	☐
11. Jeanne Johns	☐	☐	☐
12. Anne Minto	☐	☐	☐

Signature

TATE & LYLE

For	Against	Withheld¹
13. Dr Ajai Puri	☐	☐
14. Sybella Stanley	☐	☐
15. Re-appointment of auditors	☐	☐
16. Remuneration of auditors	☐	☐
17. Political donations	☐	☐
18. Authority to allot shares	☐	☐
19. Disapplication of pre-emption rights²	☐	☐
20. Additional disapplication of pre-emption rights²	☐	☐
21. Authority to make market purchases of own shares³	☐	☐
22. Notice period for general meetings²	☐	☐

Notes

1. A vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes for and against a resolution.
2. Special resolution.