Ebro Foods S A : 2021.11.24 EnglishConvocatoria y propuestas de acuerdo JGEA 2021

TO THE NATIONAL SECURITIES MARKET COMMISSION (CNMV)

Madrid, 24 November 2021

Reference: notice of call to the Extraordinary General Meeting of Shareholders and proposed resolutions.

In pursuance of section 227 of the Securities Market Act, Ebro Foods, S.A. hereby notifies as

OTHER RELEVANT INFORMATION

that at a meeting held today, the Company's Board of Directors unanimously has resolved to call the Annual General Meeting of Shareholders of Ebro Foods, S.A. and approve the proposed resolutions, which, together with the notice of call, are transcribed and attached hereto.

In relation to the proposal for the payment of an extraordinary dividend under item two of the agenda, please read the inside information sent this morning to the CNMV (register no. 1194).

The full text of the notice of call will be published in the newspaper Cinco Días, and on the Company's website together with the proposed resolutions adopted and some other documents relating to the business included on the agenda for the Annual General Meeting of Shareholders.

Yours faithfully,

Luis Peña Pazos

Secretary of the Board of Directors

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NOTICE OF CALL TO EXTRAORDINARY GENERAL MEETING

Notice is hereby given of the Extraordinary General Meeting of Shareholders of Ebro Foods, S.A. (the "Company"), to be held exclusively onlineat 12.30 on 15 December 2021 on first call or, if the necessary quorum is not reached, at the same time on 16 December 2021 on second call, to discuss and resolve on the business included on the agenda indicated hereinbelow.

This call to the Extraordinary General Meeting (EGM) was approved by the Board of Directors of the Company on the basis of: (i) the resolution to shorten the time of notice for calls to extraordinary general meetings, approved by a sufficient majority at the Annual General Meeting of Shareholders held on 30 June 2021 and (ii) the effective possibility for all shareholders to vote electronically, on the terms set out in this notice of call.

The Board's decision to hold the General Meeting exclusively online, with no physical attendance by shareholders or their representatives, was adopted in view of: (i) Final Provision Eight of Royal Decree-Law 5/2021 of 12 March on extraordinary measures to support business solvency in response to the COVID-19 pandemic, amending Royal Decree-Law 34/2020 of 17 November on urgent measures to support business solvency and the energy sector, and on taxation; and (ii) the Company's utmost interest in protecting the health of its shareholders, employees and other people involved in the preparation and holding of the General Meeting, in the context of the current situation.

Accordingly, shareholders will only be able to participate in the General Meeting remotely, granting proxies or voting in advance or attending the General Meeting online. Therefore, on the terms set out in this notice of call, shareholders may: (i) attend the General Meeting online; (ii) grant a proxy by remote communication, including proxies in favour of the Chairman of the General Meeting; or (iii) vote in advance by remote communication.

The General Meeting will be deemed held at the registered office of the Company.

AGENDA

One. Approval, pursuant to section 160(f) of the Corporate Enterprises Act, of the sale of the Panzani dry pasta, semolina, couscous and sauces business.

Two. Examination and approval, if appropriate, of the payment of an extraordinary cash dividend of 0.57 euros gross per share against unrestricted reserves.

Three. Delegation of powers to put on record in a public instrument, execute, develop, rectify and implement the resolutions adopted at the General Meeting.

PROPOSED RESOLUTIONS

In pursuance of section 519.3 of the Corporate Enterprises Act, shareholders representing at least three per cent (3%) of the capital may submit well-founded proposed resolutions on the items already included on the agenda. This right shall be exercised by verifiable notification (which shall include the corresponding documents proving shareholder status), to be received at the company's registered office (Paseo de la Castellana 20, 3ª planta, 28046 Madrid), for the attention of the Secretary of the Board, within five days after publication of this notice of call.

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RIGHT TO INFORMATION

In pursuance of sections 197, 520 and other related provisions of the Corporate Enterprises Act, shareholders are informed of their right, as from publication of this notice of call, to examine and obtain immediately and free of charge at the registered office of the company (Paseo de la Castellana 20, 3rd floor, 28046 Madrid) or request the delivery and free remittance (on telephone number [phone] or by e-mail to [e-mail]), of the documents that are to be laid before the General Meeting, including:

1. This notice of call.
2. The total number of shares and voting rights at the date of the notice of call.
3. Full text of the resolutions proposed by the Board of Directors at the General Meeting.
4. Report by the Board of Directors on the proposal to approve the sale transaction contemplated in item one on the agenda.
5. Attendance, proxy and remote voting cards.
6. Rules for online attendance, proxy and remote voting.
7. Regulations of the Electronic Shareholder Forum.
8. Conditions for access, registration, use and operation of the Electronic Shareholder Forum.

In order to avoid crowds and facilitate assistance, any shareholders who wish to examine and obtain the documentation of the General Meeting at the Company's offices are urged to make an appointmentby calling the Shareholders' Office on telephone number [phone], from 09:00 to 14:00, Monday to Friday (business days only), or by e-mail to [e-mail]

The Company might not be able to attend any shareholders who turn up without an appointment, in which case they would, whenever possible, be given an alternative time and date as soon as possible, complying with any measures that the competent authorities may adopt after the publication of this notice of call.

In accordance with section 518 of the Corporate Enterprises Act, all the above-mentioned documents and any other relevant information related with the General Meeting may be consulted on the company's website www.ebrofoods.es.

Up to the fifth day prior to the date of the general meeting, shareholders may request the directors to provide such information or explanations as they may consider necessary or submit in writing such questions as they may wish to raise regarding the items on the agenda, the publicly accessible information that the company has delivered to the National Securities Market Commission since the previous general meeting and the auditors' report. This information must be requested by signed-for registered post sent to the company's offices (Paseo de la Castellana 20, 3ª planta, 28046 Madrid) for the attention of the Secretary of the Board. In either case, any request for information must

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be accompanied by a copy of documentation proving the shareholder status of the person requesting it, indicating an address to which the reply may be sent, if appropriate. For corporate shareholders, the request for information must also be accompanied by a copy of the documents proving the powers of the individual exercising this right to information on the shareholder's behalf.

ATTENDANCE RIGHT AND PROXIES

The General Meeting may be attended by all shareholders who have registered their shares in the appropriate accounting record five days prior to the date of the meeting and evidence this with the corresponding attendance card issued by members of the Securities Recording, Clearing and Settlement Systems Management Company (Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores) (Iberclear).

Any individuals representing corporate shareholders must also prove that they have adequate powers of attorney.

Any shareholder may be represented at the general meeting by a proxy. The proxy, which must be expressly or tacitly accepted by the person to whom it is issued, must be made in writing especially for each general meeting. For this purpose, shareholders may: (i) complete and sign the proxy card issued by the member of Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores (Iberclear) at which their shares are deposited, or (ii) download, complete and sign the proxy card provided for shareholders on the company's website www.ebrofoods.es. In the latter case, this card must be accompanied by the card issued by the member of Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores (Iberclear) at which the shareholder has deposited their shares. Corporate shareholders must also submit a copy of the powers of attorney of the individual granting the proxy on the shareholder's behalf. The proxy must submit the aforesaid documents, together with proof of identity and proxy, during registration on the electronic platform for online attendance of the Extraordinary General Meeting. Shareholders may also grant proxies by means of remote communication, as indicated below.

Proxies will be annulled by the online attendance of the represented shareholder at the General Meeting.

The right to representation is governed by the laws in place from time to time, the Articles of Association and the Regulations of the General Meeting.

VOTING AND PROXIES BY REMOTE COMMUNICATION

PRIOR TO THE GENERAL MEETING

Any shareholders who so require may grant a proxy or exercise their voting right by remote communication prior to the date of the General Meeting by any of the following means:

1. Delivery by hand at the company's offices. Prior to the date of the General
   Meeting, shareholders may deliver at the Company's offices (Paseo de la Castellana no. 20, 3rd floor, 28046 Madrid) the attendance, proxy and remote voting card issued by the member of Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores (Iberclear) at which their shares are

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deposited, duly completed and signed by the shareholder. Shareholders may also use the attendance, proxy and voting cards available on the Company's website www.ebrofoods.es, which should be delivered together with the card issued by the member of Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores (Iberclear) at which their shares are deposited. For corporate shareholders, the cards must be accompanied by proof of the powers of attorney of the individual exercising the proxy or remote voting on behalf of the shareholder.

Any shareholders wishing to use this option of personal delivery of the cards at the Company's offices, provided this is possible in accordance with any measures that may be established by the competent authorities at any time, are urged to make an appointmentby calling the Shareholders' Office on telephone number [phone] from 09.00 to 14.00 Monday to Friday (business days only), or by e-mail to [e-mail].

The Company might not be able to attend any shareholders who turn up without an appointment, in which case they would, whenever possible, be given an alternative time and date as soon as possible, complying with any measures that the competent authorities may adopt after the publication of this notice of call.

Furthermore, should it so deem fit in view of the circumstances, rules or medical recommendations in place at any time, the Company may suspend the personal delivery of cards at the office in order to avoid the physical presence of shareholders at the Company's offices.

Shareholders will be informed whether this option is available when they contact the Shareholders' Office to request an appointment.

1. By post or courier service. Shareholders may vote or grant proxies by sending to the Company's offices (Paseo de la Castellana 20, planta 3ª, 28046 Madrid) by post or courier service the attendance, proxy or voting card issued by the member of Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores (Iberclear) at which their shares are deposited, duly completed and signed by the shareholder. Shareholders may also use the attendance proxy and remote voting cards available on the company's website www.ebrofoods.es, which should be delivered together with the card issued by the member of Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores (Iberclear) at which their shares are deposited. For corporate shareholders, the card must be accompanied by proof of the powers of attorney of the individual exercising the proxy or remote voting on behalf of the shareholder. The envelope must be marked
   "Proxy and remote voting-EGM 2021".
   The Company accepts no responsibility for any difficulties or detriment suffered by shareholders as a result of restrictions or delays in the postal and courier services.
2. Electronically. To vote or grant proxies electronically, shareholders should access the platform "Electronic vote and proxy" enabled within the EGM 2021 page on the company's website www.ebrofoods.es, prove their shareholder status and complete the corresponding forms following the instructions indicated. For this purpose, shareholders must have either a recognised digital signature based on a

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