Notice of the Scheme Meeting

19 May 2021


- and -

NOTICE IS HEREBY GIVEN that by an Order made in the above matters, the High Court has, in accordance with section 450 of the Companies Act 2014, (the “Act”) directed that a meeting (the “Scheme Meeting”) be convened of the holders of all shares (“Total Produce Shares”) in the capital of Total Produce plc (the “Company”) for the purpose of considering and, if thought fit, approving a resolution to approve (with or without modification) a scheme of arrangement pursuant to Chapter 1 of Part 9 of the Act proposed to be made between the Company and the holders of all Total Produce Shares (the “Scheme”) and any motion by the Chair to adjourn the Scheme Meeting, or any adjournments thereof, to another time and place if necessary or appropriate to solicit additional proxies if there are insufficient votes at the time of the Scheme Meeting to approve the Scheme and otherwise (together the “Scheme Meeting Proposals”) and that such Scheme Meeting be held at 29 North Anne Street, Dublin 7, D07 PH36, Ireland on 17 June 2021 at 11.00 a.m., at which place and time all holders of all Total Produce Shares are invited to attend and vote; such resolution being in the following terms:

“That the Scheme in its original form or with or subject to any modification(s), addition(s) or condition(s) approved or imposed by the High Court be agreed to.”

As required by section 449(1) of the Act (as amended by section 1087D of the Withdrawal of the United Kingdom from the European Union (Consequential Provisions) Act 2020) the resolution to approve the Scheme must be approved by a majority representing at least 75 per cent in value of the members present and voting either in person or by proxy at the Scheme Meeting. The quorum for the Scheme Meeting shall be at least two persons holding or representing by proxy at least one-third in nominal value of the issued shares in the Company. The Scheme Meeting Proposals may be voted on in such order as is determined by the Chair of the Scheme Meeting.

A copy of the Scheme and a copy of the Scheme Circular required to be furnished pursuant to Section 452 of the Act are incorporated in the document of which this Notice forms part. 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).

By the said Court Order, the High Court has designated Mr Carl McCann, or, failing him, any other director of the Company as the board of directors of the Company may determine to act as Chair of the Scheme Meeting and has directed the Chair to report the result thereof to the High Court.

Subject to the approval of the resolution to approve the Scheme proposed at the meeting convened by this Notice and the approval of the EGM Scheme Resolutions to be proposed at the extraordinary general meeting of the Company, in each case convened for 17 June 2021, the Company will (subject to availability of the High Court) apply to the High Court to sanction the Scheme and anticipates that the said application will be heard in July 2021.

The Scheme will be subject to the subsequent sanction of the High Court.

Dated: 19 May 2021

Arthur Cox LLP
Ten Earlsfort Terrace
Dublin 2
D02 T380

Solicitors for the Company

View Full Document: Notice of the Scheme Meeting