THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt about the contents of this Scheme Circular and what action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser who, if you are taking such advice in Ireland, should be authorised or exempted pursuant to European Union (Markets in Financial Instruments) Regulations 2017 (S.I. No. 375 of 2017) or the Investment Intermediaries Act 1995 (as amended) or, if you are taking such advice in the United Kingdom, should be authorised pursuant to the Financial Services and Markets Act 2000 of the United Kingdom.
If you have sold or otherwise transferred all your Total Produce Shares, please send this Scheme Circular and the accompanying documents at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. The distribution of this Scheme Circular in jurisdictions other than Ireland and the United Kingdom may be restricted by law and therefore persons into whose possession this Scheme Circular comes should inform themselves about and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The release, publication or distribution of this Scheme Circular in or into jurisdictions other than Ireland or the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this Scheme Circular comes should inform themselves about, and observe, any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.
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 are set out at the end of this Scheme Circular. 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 thereafter as the Scheme Meeting, convened for the same date and place, has concluded or has been adjourned).
Your attention is drawn to the letter from Carl McCann, Chair of Total Produce, in Part 1 (Letter from the chair of Total Produce) of this Scheme Circular, which contains the recommendation of the Board that you vote in favour of the resolutions to be proposed at the Scheme Meeting and the EGM.
COVID-19 Notice
The well-being of shareholders and our people is a primary concern for the Directors. 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 Scheme Meeting and the EGM. If current or similar restrictions or recommendations relating to COVID-19 remain in force on the date of the Scheme Meeting and the EGM, the Board expects that the Scheme Meeting and the EGM will be held as a closed meeting and shareholders will not be able to attend in person on account of the Irish Government restrictions arising from the COVID-19 situation. This will facilitate Total Produce in ensuring it adheres to the Government's restrictions and HSE instructions and recommendations regarding physical distancing, non-essential travel and the limit on the number of people for public gatherings. This will be determined closer to the date of the Scheme Meeting and
the EGM.