Tate & Lyle : Notice of Annual General Meeting 2023

Notice of Annual General Meeting 2023

6 June 2023

Dear shareholder

Notice of Annual General Meeting

I enclose a formal Notice of Annual General Meeting (AGM). The AGM will be held at 10.30am on Thursday 27 July 2023 at Thistle London Marble Arch, Bryanston Street, London, W1H 7EH. The Notice of AGM and explanation of the resolutions on which you are invited to vote can be found on pages 3 to 6.

Annual Report 2023

If you have not asked to be sent a copy of the Annual Report 2023 by post, you can find it on our website, www.tateandlyle.com/annual-report/. If you would like to receive a printed copy of the Annual Report 2023, please contact our registrars, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA.

Dividend

The Board is recommending a final dividend for the year ended 31 March 2023 of 13.1p (2022 - 12.8p) per share, bringing the full year dividend to 18.5p per share (2022 - 21.8p).

Lodging your vote

Your votes are important to us and I encourage you to submit your voting instructions as early as possible. You can submit your voting instructions in the following ways:

• Online via our registrars' website, www.sharevote.co.uk, where you will need your Voting ID, Task ID and Shareholder Reference Number. Alternatively, if you have a registered Shareview Portfolio, you can log in to vote using your unique credentials
• Via the CREST electronic proxy appointment service (for CREST members)
• By completing the proxy form (if one is enclosed) and returning it to our registrars
• If your holding is via the Corporate Sponsored Nominee, by completing the enclosed voting instruction form and returning it to our registrars.

All valid proxy votes submitted will be counted and once the results have been verified by our registrars, Equiniti, they will be published on our website and released via a regulatory information service.

The deadline for submitting your proxy instruction is 10.30am on Tuesday 25 July 2023. If your holding is via the Corporate Sponsored Nominee, the deadline for submitting your voting instruction is 10.30am on Monday 24 July 2023. If you wish to use an envelope, please address it to Freepost RTHJ-CLLL-KBKU, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 8LU. No stamp is needed if it is posted in the UK. If the proxy form is posted outside the UK, you should return it in an envelope using the address on the back of the proxy form. You will need to pay postage.

Shareholder questions

If you would like to ask the Board a question on the formal business of the AGM, please email your question to agmquestions@tateandlyle.com. You may also submit a question using the proxy card. There will be an opportunity to ask questions during the meeting.

Tate & Lyle PLC

5 Marble Arch London, W1H 7EJ United Kingdom

www.tateandlyle.com

Recommendation

Your Directors believe that all the resolutions in the Notice of AGM are in the best interests of Tate & Lyle PLC and its shareholders, and unanimously recommend that you vote in favour of them. The Directors intend to vote their own holdings in favour of each of the resolutions below, and laid out formally on pages 3 to 6:

1 To receive and consider the Annual Report

1. To approve the Directors' Remuneration Policy
2. To approve the Directors' Remuneration Report
3. To declare a final dividend of 13.1 pence per share of the Company
4. To re-elect Dr Gerry Murphy as a Director
5. To re-elect Nick Hampton as a Director
6. To re-elect Dawn Allen as a Director
7. To re-elect John Cheung as a Director
8. To re-elect Patrícia Corsi as a Director
9. To re-elect Dr Isabelle Esser as a Director
10. To re-elect Lars Frederiksen as a Director
11. To re-elect Kimberly Nelson as a Director
12. To re-elect Sybella Stanley as a Director
13. To re-elect Warren Tucker as a Director
14. To re-appoint Ernst & Young LLP as auditor
15. To authorise the Audit Committee (for and on behalf of the Board) to determine the amount of the auditor's remuneration
16. To renew the authority to make political donations
17. To renew the authority to allot shares
18. To renew the authority for disapplication of statutory pre-emption rights

20 To renew the additional authority for disapplication of statutory pre-emption rights for an acquisition or specified capital investment

1. To renew the authority for the purchase of the Company's own shares
2. To renew the authority in respect of shorter notices for general meetings.

Yours faithfully

Gerry Murphy

Chair

Registered office as above.

Registered in England: number 76535.

For ease of reference, the formal resolutions are in bold black text. The explanatory notes below each resolution are for information only and do not form part of the formal resolutions.

Notice is hereby given that the one hundred and twentieth Annual General Meeting (AGM) of Tate & Lyle PLC (the Company) will be held at Thistle London Marble Arch, Bryanston Street, London, W1H 7EH on Thursday 27 July 2023 at 10.30am. Shareholders will be asked to consider and, if thought fit, pass the following resolutions.

Resolutions 1 to 18 will be proposed as ordinary resolutions and resolutions 19 to 22 will be proposed as special resolutions.

1. To receive the Reports and Accounts of the Directors and the report of the auditor for the year ended 31 March 2023.
   The Directors are legally required to present their reports, the audited accounts and the independent auditor's report in respect of each financial year to shareholders. In accordance with the UK Corporate Governance Code, the Company proposes a resolution on its audited accounts and reports for the year ended 31 March 2023 (Annual Report 2023). A copy of the Annual Report 2023 is available on the Company's website, www.tateandlyle.com.
2. To approve the Directors' Remuneration Policy as set out on pages 124 to 129 of the Annual Report 2023.
   The Company's Remuneration Policy was approved by shareholders at the Annual General Meeting 2020 and was updated and approved by shareholders at the General Meeting held in September 2021 and no material changes are proposed. This is a binding vote and, if approved by the shareholders, the Directors' Remuneration Policy will continue to apply for three years without further shareholder approval or until amended or replaced by a new remuneration policy.
3. To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) for the year ended 31 March 2023.
   In accordance with the Companies Act 2006 (the Act), the Company must give shareholders the opportunity to cast an advisory vote on the statement by the Chair of the Remuneration Committee and the Annual Report on Remuneration as set out from pages 106 and 110 of the Annual Report 2023 respectively.
4. To declare and pay a final dividend of 13.1 pence per share in the Company.
   Shareholders are asked to approve a final dividend of 13.1 pence per share for the year ended 31 March 2023. If approved, the dividend will be paid on 2 August 2023 to shareholders on the Register of Members at the close of business on 23 June 2023.
5. To re-elect Dr Gerry Murphy as a Director of the Company.
6. To re-elect Nick Hampton as a Director of the Company.
7. To re-elect Dawn Allen as a Director of the Company.
8. To re-elect John Cheung as a Director of the Company.
9. To re-elect Patrícia Corsi as a Director of the Company.
10. To re-elect Dr Isabelle Esser as a Director of the Company.

1. To re-elect Lars Frederiksen as a Director of the Company.
2. To re-elect Kimberly Nelson as a Director of the Company.
3. To re-elect Sybella Stanley as a Director of the Company.
4. To re-elect Warren Tucker as a Director of the Company.
   In accordance with the UK Corporate Governance Code, all Directors, with the exception of Paul Forman, will be submitting themselves for election or re-election by shareholders at the AGM. Each Director has been through a formal performance review process, further details of which can be found in the Annual Report 2023. Following this process, the Board agreed that the performance of each of the Directors was entirely satisfactory and that they each demonstrate the commitment expected of a Director of the Company. As set out on page 96 of the Annual Report 2023, the Board has concluded that each of the non-executive directors is independent under the terms of the UK Corporate Governance Code.
   Biographical details of all Directors can be found on pages 10 and 11.
5. To re-appoint Ernst & Young LLP as auditor to hold office until the conclusion of the next general meeting at which reports and audited accounts are laid before the Company.
   The Company is required to appoint or re-appoint the auditor at each general meeting at which accounts are laid. The Audit Committee is responsible for overseeing the Company's relationship with the auditor, Ernst & Young LLP. The Audit Committee Report on pages 100 to 105 of the Annual Report 2023 sets out details of the policy to safeguard the auditor's objectivity and independence, how the Committee reviewed the effectiveness of the auditor, and the audit process.
   The Board, on the recommendation of the Audit Committee, is proposing that Ernst & Young LLP be re-appointed as the Company's auditor.
6. To authorise the Audit Committee (for and on behalf of the Board of Directors) to set the remuneration of the auditor.
   At each Annual General Meeting, shareholders are asked to authorise the Directors to set the auditor's remuneration.
   The Board has delegated responsibility for the negotiation and approval of the remuneration and terms of engagement of the auditors to the Audit Committee, in accordance with the Statutory Audit Services Order issued by the Competition and Markets Authority in 2014.
7. That the Company and those companies which are subsidiaries of the Company at any time during the period for which this resolution has effect are 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 next Annual General Meeting or the close of business on
   30 September 2024:
8. 1. 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
   2. to incur political expenditure not exceeding (when aggregated with any donations made under the authority granted in paragraph (a) above) £100,000 in total.

Any such amounts may comprise sums paid or incurred in one or more currencies. Any sum paid or incurred in a currency other than sterling shall be converted into sterling at such rate as the Board may decide is appropriate. 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.

This resolution asks shareholders to renew the authority given at the Annual General Meeting 2022 to enable the Company and its subsidiaries to support individuals and organisations that may fall within the scope of a 'political party', an 'independent election candidate' or a 'political organisation' and to incur 'political expenditure' as defined in the Act.

Tate & Lyle's policy is not to make donations to political candidates, parties or organisations nor to incur political expenditure and there is no intention of changing that policy. However, the Act includes a broad definition of donations and expenditure in this context, which may include some normal business activities that would not otherwise be regarded as being political in nature. Examples of such activities include sponsorship of bodies concerned with policy review, law reform and the representation of the business community (such as industry forums), involvement in seminars and functions to which politicians are invited and the making of provisions for employees to take time off to campaign for and hold public office. Consequently, the Board, in common with many other companies, on a precautionary basis and to avoid inadvertent infringement of the Act, considers it prudent to ask shareholders to renew this authority for a further period, which will expire at the conclusion of the next Annual General Meeting or at the close of business on 30 September 2024, whichever is the earlier.

18. That the Directors 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:

1. up to an aggregate nominal amount of £39,050,054; and
2. comprising equity securities (as defined in Section 560(1) of the Act) up to a further nominal amount of £39,050,054 in connection with a pre-emptive offer,

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 next Annual General Meeting or at the close of business on 30 September 2024, 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, 'pre-emptive offer' means an offer of equity securities open for acceptance for a period fixed by the Directors to:

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

1. 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,

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.

The purpose of Resolution 18 is to renew the Directors' power to allot shares which is due to expire at the conclusion of the AGM.

The authority in paragraph (a) will allow the Directors to allot new shares and grant rights to subscribe for, or convert other securities into, shares in any circumstances up to a nominal value of £39,050,054, which is equivalent to approximately 33% of the total issued share capital of the Company, exclusive of treasury shares, as at 5 June 2023.

The authority in paragraph (b) will allow the Directors to allot new shares and grant rights to subscribe for, or convert other securities into, shares only in connection with a pre-emptive offer up to a further nominal value of £39,050,054 which is equivalent to approximately 33% of the total issued share capital of the Company, exclusive of treasury shares, as at 5 June 2023.

This is in line with the Investment Association's Share Capital Management Guidelines issued in February 2023.

There are no present plans to undertake a pre-emptive offer or to allot new shares other than in connection with the Company's employee share and incentive plans, but the Directors consider it desirable to have the maximum flexibility permitted by corporate governance guidelines to respond to market developments and to enable allotments to take place to finance business opportunities as they arise.

If the resolution is passed, the authority will expire at the next Annual General Meeting or at the close of business on

30 September 2024, whichever is earlier.

19. That, if Resolution 18 is passed, the Directors be authorised to allot equity securities (as defined in the Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be limited:

1. to allotments in connection with a pre-emptive offer;
2. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up
   to an aggregate nominal amount of £11,715,016 (this amount representing not more than 10% of the issued ordinary share capital (excluding treasury shares) of the Company as at the last practicable date prior to publication of this Notice of Meeting); and
3. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) or paragraph
   (b) above) up to an aggregate nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (b) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of 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 authorities to expire at the end of the next Annual General Meeting of the Company (or, if earlier, at the close of business on 30 September 2024) but, in each case, 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 expires and the Board 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, 'pre-emptive offer' has the same meaning as in Resolution 18.

20. That if Resolution 18 is passed, and in addition to any authority granted under Resolution 19, the Directors be authorised to allot equity securities (as defined in the Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be:

1. limited to the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of £11,715,016 (this amount representing not more than 10% of the issued ordinary share capital (excluding treasury shares) of the Company as at the last practicable date prior to publication of this Notice of Meeting), such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Directors determine to be either an acquisition or a specified 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; and
2. limited to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to an aggregate nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (a) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of 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 authorities to expire at the end of the next Annual General Meeting of the Company (or, if earlier, at the close of business on 30 September 2024) but, in each case, 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 expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

If the Directors wish to allot new shares and other equity securities, or to sell treasury shares for cash (other than in connection with an employee share scheme), company law requires that these shares or securities are offered first to shareholders in proportion to their existing holdings (known as pre-emption rights). These pre-emption rights can be modified and/or disapplied, in line with investor recommendations, to give the Directors greater flexibility in raising capital for the Company.

The authorities set out in Resolutions 19 and 20 are consistent with the Pre-Emption Group's Statement of Principles and template resolutions which were updated in November 2022 and which are supported generally by representatives of share owners and investment managers, including the Pensions and Lifetime Savings Association and the Investment Association (the 'Pre-Emption Principles'). The Pre-Emption Principles were revised to allow the authority for an issue of shares for cash otherwise than in connection with a pre-emptive offer to include an authority up to 10% of a company's issued share capital for use on an unrestricted basis, and an additional authority up to a further 10% of a company's issued share capital for use in connection with an acquisition or specified capital investment announced contemporaneously with the issue, or that has taken place in the twelve-month period preceding the announcement of the issue. In both cases, an additional authority of up to 2% may be sought for the purposes of making a follow-on offer and this is intended to help smaller existing and retail investors to participate in equity issues.

Resolution 19 seeks shareholder approval to allot a limited number of shares or other equity securities, or to sell treasury shares, for cash on a pre-emptive basis but subject to such exclusions or arrangements as the Directors may deem appropriate to deal with certain legal, regulatory or practical difficulties. For example, in a pre-emptive rights issue, there may be difficulties in relation to fractional entitlements or the issue of new shares to certain shareholders, particularly those resident in certain overseas jurisdictions.

In addition, there may be circumstances when the Directors consider it in the best interests of the Company to allot a limited number of shares or other equity securities, or to sell treasury shares, for cash on a non pre-emptive basis.

Accordingly, in line with the revised Pre-Emption Principles, the purpose of Resolution 19 is to empower the Directors to allot new shares and other equity securities pursuant to the allotment authority given by Resolution 18, or to sell treasury shares,

for cash up to a nominal value of £11,715,016 equivalent to approximately 10% of the total issued share capital of the Company excluding treasury shares as at 5 June 2023, without the shares first being offered to existing shareholders in proportion to their existing holdings and without restriction as to the use of the proceeds of those allotments. Resolution 19 also provides the flexibility for the Directors to issue equity securities or sell treasury shares for cash in a follow-on offer up to a further nominal value of £2,343,003, equivalent to approximately 2% of the total issued share capital of the Company as at 5 June 2023.

The Pre-Emption Principles also support a limited annual disapplication of pre-emption rights in connection with an acquisition or specified capital investment (meaning one or more specific capital investment related uses for the proceeds of an issue of equity securities, in respect of which sufficient information regarding the effect of the transaction on the Company, the assets the subject of the transaction and (where appropriate) the profits attributable to them is made available to shareholders to enable them to reach an assessment of the potential return).

Accordingly, and also in line with the template resolutions published by the Pre-Emption Group in November 2022, the purpose of Resolution 20 is to empower the Directors to allot new shares and other equity securities pursuant to the allotment authority given by Resolution 18, or to sell treasury shares for cash up to a further nominal amount of £11,715,016 equivalent to approximately 10% of the total issued share capital of the Company as at 5 June 2023, only in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment, or which has taken place in the preceding twelve-month period and is disclosed in the announcement of the issue. Resolution 20 also provides the flexibility for the Directors to issue equity securities or sell treasury shares for cash in a follow-on offer up to a further nominal value of £2,343,003, equivalent to approximately 2% of the total issued share capital of the Company as at 5 June 2023.

The Board has no current intention of exercising the powers in Resolutions 19 and 20 but considers them to be appropriate in order to allow the Company flexibility to finance business opportunities or to conduct a pre-emptive offer or rights issue without the need to comply with the strict requirements of the statutory pre-emption provisions.

The Directors confirm that they intend to follow the shareholder protections set out in Section 2B of the Pre-Emption Group's Statement of Principles and, for any follow-on offer made, the expected features set out in paragraph 3 of Section 2B of the Pre-Emption Group's Statement of Principles.