Notice of Extraordinary General Meeting

12 Jan 2021


An Extraordinary General Meeting of the Company will be held at Total Produce Foodservice, M1 Business Park, Courtlough, Balbriggan, Co. Dublin K32 PR58 on Friday, 5 February 2021 at 10.30 a.m.("EGM").

As it is the intention of the Company to replace the CREST System with a system operated by Euroclear Bank SA/NV for the holding of, and electronic settlement of trading in the Company's ordinary shares (the “Migration”), the business of the EGM will be to consider, and if thought fit approve resolutions for and related to the Migration ("Resolutions"). The need for the replacement arises as a direct consequence of the United Kingdom's departure from the European Union and applies to all Irish companies whose shares are traded on the stock exchanges in Dublin and/or London.

Approval of the Resolutions is necessary to ensure that the Company's shares can continue to be settled electronically when they are traded on Euronext Growth and/or AIM and remain eligible for continued admission to trading and listing on the exchanges, which is crucial to the interests of the Company and its Shareholders as a whole.

The circular, which includes the EGM Notice (the "Circular"), and a Form of Proxy have been posted to Shareholders. The Board strongly urges Shareholders to review the contents of the Circular in its entirety, including the documents referred to therein, and consider the Board's recommendation to vote in favour of the Resolutions.

The Circular, the Form of Proxy and copies of the documents relevant to the Migration will be made available for inspection during normal business hours on any business day from the date of the Circular until the EGM and online at

Attendance and Voting at EGM

The well-being of our Shareholders and our people is a primary concern for the Board and we are closely monitoring the COVID-19 situation and any advice by the Government of Ireland in relation to the pandemic. We will take all recommendations and applicable law into account in the conduct of the EGM. If current or similar restrictions relating to COVID-19 remain in force on the date of the EGM, the EGM will be held as a closed meeting. Shareholders will be provided with a facility to listen to the business of the meeting as outlined below. The Company continues to monitor the impact of COVID-19 and any relevant updates regarding the EGM, including any changes to the arrangements outlined in this Circular, will be announced via a Regulatory Information Service and will be available on

All Shareholders are asked to complete, sign and return your Form of Proxy as soon as possible but, in any event, so as to reach the Registrar by 10.30 a.m. on 3 February 2021. Under the current COVD-19 regulations, Shareholders will not be able to attend the EGM in person. In the exceptional circumstances of the current COVID-19 pandemic, the Total Produce Board strongly encourages members to appoint the chairman of the meeting as their proxy, if you appoint someone other than the chairman of the meeting to be your proxy, that person is unlikely to be able to attend the EGM if the prevailing COVID-19 measures require the Company to conduct the EGM as a closed meeting. Alternatively, Shareholders may register their proxy appointment and voting instructions electronically via the internet, or, where they hold their Shares in the CREST System, via the CREST Electronic Proxy Appointment Service. Details of how to do this are provided in the notes section on pages 85  to 86 of the Circular.

In the event of a closed meeting, a Shareholder may also submit a question in writing, to be received at least two business days before the meeting (i.e. by 10.30 a.m. on 3 February 2021) by post to the Company Secretary at Total Produce plc, 29 North Anne Street, Dublin 7, D07 PH36, Ireland or by email to All correspondence should include sufficient information to identify a Shareholder on the Register of Members.

How to join the audio meeting

If you wish to listen live to the EGM proceedings please contact the Company Secretary at before 10.30 a.m. on Wednesday, 3 February 2021 to register for the teleconference facility, and receive participant log-in details.

Shareholders availing of this facility should please ensure to submit their proxy form by the relevant deadline in advance of the EGM, as it will not be possible to vote using the telephone facility.

Jacinta Devine
Company Secretary
Tel +353 1 8872722