NOTICE OF EXTRAORDINARY GENERAL MEETING
OF
TOTAL PRODUCE PLC
NOTICE IS HEREBY GIVEN that an EXTRAORDINARY GENERAL MEETING (“EGM”) of Total Produce plc (the “Company”) will be held at 29 North Anne Street, Dublin 7, D07 PH36, Ireland on 17 June 2021 at 11.15 a.m. (or, if later, as soon thereafter as the Scheme Meeting (as defined in the document of which this Notice forms part) shall have been concluded or adjourned) for the purpose of considering and, if thought fit, passing the following resolutions of which Resolutions 1 and 5 will be proposed as ordinary resolutions and Resolutions 2 and 3 as special resolutions (Resolutions 1 to 3 are hereinafter referred to as the “EGM Scheme Resolutions”) and Resolution 4 will be proposed as a non-binding advisory resolution. The EGM Scheme Resolutions may be voted on in such order as is determined by the Chair of the EGM. Capitalised terms used in this Notice have the meanings given to them in the document of which this Notice forms part (save as otherwise defined in this Notice).
1. Ordinary Resolution: Approval of the Transaction
That, subject to the approval of the Scheme of Arrangement at the Scheme Meeting by the requisite majorities, the Scheme of Arrangement (a copy of which has been produced to this meeting and for the purposes of identification signed by the Chair thereof) in its original form or with or subject to any modification, addition or condition approved or imposed by the High Court be approved and the directors of the Company be authorised to take all such action as they consider necessary or appropriate for carrying the Transaction into effect as defined in the Scheme Circular containing the Notice of this resolution.
2. Special Resolution: Amendment of the Articles of Association
With effect from the passing of this Resolution, the Articles of Association of the Company be amended by the deletion of Article 14 and the insertion of the following new Articles 14 and 15 in its place and the consequent renumbering of the Articles:
“14. Share Exchange pursuant to the Scheme of Arrangement
- In this Article, the “Scheme” means the scheme of arrangement between the Company and the
holders of Ordinary Shares (which comprise the Ordinary Shares of €0.01 each in the capital of
Company that are transferred under the Scheme pursuant to or by virtue of Chapter 1, Part 9 of
the Companies Act 2014 (as amended) (“Act”)) as set out in the circular (the “Scheme Circular”) issued by the Company as required under Section 452 of the Act and dated 19 May 2021 in its original form or with or subject to any modification, addition or condition approved or imposed by the High Court. Expressions defined in the Scheme Circular shall have the same meanings in this Article.
- Notwithstanding anything else in these Articles, if the Company allots and issues any Ordinary
Shares on or after the Voting Record Time, such shares shall be allotted and issued subject to
the terms of the Scheme and the holder or holders of those shares shall be bound by the Scheme
accordingly.
- To give effect to the Share Exchange, each Holder is deemed to have consented and agreed to
the following:
- the Company is irrevocably instructed to appoint any person (including any officer or
employee of the Company, the Registrar, Euroclear Bank and/or EUI) as attorney or agent for the Holders to do everything necessary to complete the transfer of all of the Ordinary Shares to Dole plc (or such other nominee(s) of Dole plc as it may notify the Company in writing) and do all such other things and execute and deliver all such documents and electronic communications as may be required by Dole plc or as may, in the opinion of such attorney or agent, be necessary or desirable to vest all of the Ordinary Shares in Dole plc (or such other nominee(s) of Dole plc as it may notify the
Company in writing) and, pending such vesting, to exercise all such rights attaching to all of the Ordinary Shares as Dole plc may direct;