Publication of the Scheme of Arrangement Circular in respect of combination with Dole Food Company, IPO of Dole plc, Scheme Meeting and EGM

19 May 2021


Following the announcement on 17 February 2021 of the agreement (together with the amendment dated 23 April 2021, the “Transaction Agreement”) to combine Total Produce plc (“Total Produce” or the “Company”) with Dole Food Company, Inc. (“Dole Food Company” or “Dole Food”) and become publicly listed in the U.S., Total Produce confirms that the Scheme of Arrangement Circular (the “Circular”) is now available to view on the Company's website

The Circular includes the Notices convening the Scheme Meeting and EGM, which will be held at 29 North Anne Street, Dublin 7, D07 PH36, Ireland on 17 June 2021. The Scheme Meeting will start at 11.00 a.m. (Irish time) and the EGM will start at 11.15 a.m. (or, if later, as soon as is practicable thereafter as the Scheme Meeting, convened for the same date and place, has concluded or has been adjourned).

Expected Timetable of Principal Events

The following dates are provided by way of indicative guidance only, are subject to change and will depend, amongst other things, on the date on which certain conditions to the Scheme are satisfied or, if capable of waiver, waived and on the date on which the High Court of Ireland sanctions the Scheme of Arrangement. Total Produce will give adequate notice of all of these dates, when known, by issuing an announcement through a Regulatory Information Service. Further updates or changes to other times or dates indicated below shall, at Total Produce’s discretion, be notified in the same way.

Event Time Date
Voting Record Time Close of business 13 June 2021
Deadline for receipt of written questions in advance of the Extraordinary General Meeting 11.15 a.m. 15 June 2021
Scheme Meeting 11.00 a.m. 17 June 2021
Extraordinary General Meeting 11.15 a.m. 17 June 2021
Expected Completion Date   Late July 2021
Expected last day of dealings in Total Produce shares   The earlier of two days before Completion Date or the last trading day prior to the Completion Date
Cancellation of the Euronext Growth listing of Total Produce shares by Euronext Dublin and the cancellation of the AIM listing of Total Produce shares by the London Stock Exchange   Late July 2021
Expected settlement of share consideration due under the Scheme   Late July 2021

All times shown are a reference to times in Ireland unless otherwise stated.

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