Hilton Food : THE COMPANIES ACT 2006 ORDINARY/SPECIAL RESOLUTIONS

Company number: 06165540

THE COMPANIES ACT 2006

ORDINARY/SPECIAL RESOLUTIONS

of

HILTON FOOD GROUP PLC

(the "Company")

Passed on 20 May 2024

At the annual general meeting of the Company, duly convened and held and broadcast from Hilton Food Group plc, 2-8 The Interchange, Latham Road, Huntingdon, Cambridgeshire PE29 6YE on Monday 20 May 2024, the following resolutions were duly passed by the Company as ordinary or special resolutions as indicated:

Ordinary resolutions

13. That the Directors be generally and unconditionally authorised for the purposes of Section 551 of the Companies Act 2006 (the

"Act") to exercise all the powers of the Company to:

1. allot shares in the Company and grant rights to subscribe for or convert any security into shares in the Company up to an aggregate nominal amount of £2,990,074.80; and
2. allot equity securities (as defined in Section 560 of the Act) up to an aggregate nominal amount of £5,980,149.60 (such amount to be reduced by the nominal amount of any shares allotted or rights granted under paragraph (a) of this resolution 13) in connection with an offer by way of a rights issue to:
3. 1. the holders of Ordinary Shares in the Company in proportion (as nearly as may be practicable) to the respective numbers of Ordinary Shares held by them; and
   2. holders of other equity securities, as required by the rights of those securities or, subject to such rights, as the Directors of the Company otherwise consider necessary,

and so that the Directors of the Company may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.

These authorities shall apply in substitution for all previous authorities (but without prejudice to the validity of any allotment pursuant to such previous authority) and shall expire at the end of the next annual general meeting of the Company or, if earlier, 15 months after the date of this resolution, save that the Company may before such expiry make any offer or agreement which would or might require shares to be allotted or rights granted to subscribe for or convert any security into shares after such expiry and the Directors may allot shares or grant such rights in pursuance of any such offer or agreement as if the power and authority conferred by this resolution had not expired.

Special resolutions

14. That, subject to the passing of resolution 13 above, the Directors be generally and unconditionally empowered for the purposes of Section 570 of the Act to allot equity securities (within the meaning of Section 560 of the Act) for cash:

1. pursuant to the authority conferred by resolution 13 above; or
2. where the allotment constitutes an allotment by virtue of Section 560(3) of the Act,

in each case as if Section 561 of the Act did not apply to any such allotment, provided that this power shall be limited to:

1. the allotment of equity securities in connection with an offer of equity securities (but in the case of an allotment pursuant to the authority granted under paragraph (b) of resolution 13, such power shall be limited to the allotment of equity securities in connection with a pre-emptive offer only) to:
2. 1. the holders of Ordinary Shares in proportion (as nearly as may be practicable) to the respective numbers of Ordinary Shares held by them; and
   2. holders of other equity securities, as required by the rights of those securities or, subject to such rights, as the Directors of the Company otherwise consider necessary,

and so that the Directors of the Company may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter;

1. the grant of options to subscribe for shares in the Company, and the allotment of such shares pursuant to the exercise of options granted, under the terms of any share option scheme adopted or operated by the Company;
2. the allotment of equity securities or sale of treasury shares, other than pursuant to paragraphs (i) and (ii) above of this resolution, up to an aggregate nominal amount of £897,022.44; and
3. the allotment of equity securities or sale of treasury shares, other than pursuant to paragraphs (i), (ii) and (iii) above of this resolution, up to an aggregate nominal amount of 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph 14(b)(iii) 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 the Statement of Principles on Disapplying PreEmption Rights most recently published by the Pre-Emption Group prior to the date of this notice.

This power shall (unless previously renewed, varied or revoked by the Company in general meeting) expire at the conclusion of the next annual general meeting of the Company following the passing of this resolution or, if earlier, on the date 15 months after the passing of such resolution, save that the Company may before the expiry of this power make any offer or enter into any agreement which would or might require equity securities to be allotted, or treasury shares sold, after such expiry and the Directors may allot equity securities or sell treasury shares in pursuance of any such offer or agreement as if the power conferred by this resolution had not expired.

15. That, subject to the passing of resolution 13 above, the Directors be generally and unconditionally empowered for the purposes of Section 570 of the Act, in addition to any authority granted under resolution 14 above, to allot equity securities (within the meaning of Section 560 of the Act) for cash:

1. pursuant to the authority conferred by resolution 13 above; or
2. where the allotment constitutes an allotment by virtue of Section 560(3) of the Act,

in each case as if Section 561 of the Act did not apply to any such allotment, provided that this power shall be limited to:

1. the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of £897,022.44 to be used only for the purpose 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 an acquisition or other 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. the allotment of equity securities or sale of treasury shares, other than pursuant to paragraph (i) above of this resolution,

up to an aggregate nominal amount of 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (i) above of this resolution such authority to be used only for the purposes of making a follow-on offer which the board determines should be 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.

This power shall (unless previously renewed, varied or revoked by the Company in general meeting) expire at the conclusion of the next annual general meeting of the Company following the passing of this resolution or, if earlier, on the date 15 months after the passing of such resolution, save that the Company may before the expiry of this power make any offer or enter into any agreement which would or might require equity securities to be allotted, or treasury shares sold, after such expiry and the Directors may allot equity securities or sell treasury shares in pursuance of any such offer or agreement as if the power conferred by this resolution had not expired.

16. the Company be generally and unconditionally authorised for the purposes of Section 701 of the Act to make market purchases (as defined in Section 693(4) of the Act) of Ordinary Shares in such manner and on such terms as the Directors of the Company may from time to time determine, and where such shares are held as treasury shares, the Company may use them for the purposes set out in Sections 727 or 729 of the Act, including for the purpose of its employee share schemes, provided that:

1. the maximum number of Ordinary Shares which may be purchased is 8,970,244;
2. the minimum purchase price which may be paid for any Ordinary Share is 10 pence (exclusive of expenses);
3. the maximum purchase price which may be paid for any Ordinary Share shall not be more than the higher of (in each case exclusive of expenses):
4. 1. 5 % above the average middle market quotations for an Ordinary Share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the purchase is made; and
   2. an amount equal to the higher of the price of the last independent trade and the highest current independent bid as derived from the London Stock Exchange at the time the purchase is carried out.

This authority shall take effect on the date of passing of this resolution and shall (unless previously revoked, renewed or varied) expire on the conclusion of the next annual general meeting of the Company after the passing of this resolution or, if earlier, 15 months after the date of passing of this resolution, save in relation to purchases of Ordinary Shares the contract for which was concluded before the expiry of this authority and which will or may be executed wholly or partly after such expiry.

17. That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

……………………………..

Chairman

PRESENTED BY:

The Company Secretary, Hilton Food Group plc,

2-8 Interchange, Latham Road Huntingdon, Cambridgeshire, PE29 6YE