Kerry : AGM 2024 Special Business

KERRY GROUP PLC

Annual General Meeting - Special Business

The following items of Special Business were passed at the Annual General Meeting held on 2 May 2024.

Resolution 6 (Ordinary Resolution)

To receive and consider the Directors' Remuneration Report (other than the Directors' Remuneration Policy in Section C) as set out on pages 150 to 181 of the Annual Report for the year ended 31 December 2023.

Resolution 7 (Ordinary Resolution)

To receive and consider the Directors' Remuneration Policy contained in Section C of the Directors' Remuneration Report as set out on pages 158 to 166 of the Annual Report for the year ended 31 December 2023.

Resolution 8 (Ordinary Resolution)

That the rules of the Kerry Group plc 2021 Long-Term Incentive Plan in the form introduced to the meeting and initialled by the Group Secretary for the purposes of identification, be amended by the substitution of "375%" for "300%" in Rule 9 of Part A therein.

Resolution 9 (Ordinary Resolution)

That the Directors be and are hereby generally and unconditionally authorised to exercise all the powers of the Company to allot relevant securities (within the meaning of Section 1021 of the Companies Act, 2014), to include the reissue of treasury shares, if any, provided that:

• the maximum amount of relevant securities which may be allotted under this authority shall not exceed an aggregate nominal amount of € 7,181,767; and
• the authority conferred by this resolution will expire on the earlier of the conclusion of the 2025 AGM and close of business on 1 August 2025 unless and to the extent that it is renewed, revoked or extended prior to such date, save that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry, and the Directors may allot relevant securities in pursuance of such offer or agreement, as if such authority had not expired.

Resolution 10 (Special Resolution)

That, subject to Resolution 9 herein being passed, the Directors be and are hereby empowered pursuant to Article 5 of the Articles of Association of the Company and Sections 1022 and 1023 of the Companies Act, 2014 to allot equity securities (within the meaning of the said Section 1023) for cash, to include the reissue of treasury shares, if any, as if Section 1022(1) of the said Act did not apply to any such allotment, provided that:

• this power shall be limited to:
• 1. allotments in connection with or pursuant to any rights issue, open offer or other invitation to or in favour of holders of shares in the Company in proportion as nearly as may be to such holders' holdings of such shares, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to legal or practical problems, requirements or restrictions under or arising as a consequence of the laws (including implementation thereof) of, or the requirements of any regulatory body or stock exchange, in any territory; and
  2. allotments of shares up to an aggregate nominal amount of €2,176,293 (representing 10% of the A Ordinary Shares in issue as of 5 March 2024); and

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• the authority conferred by this resolution shall expire on the earlier of the conclusion of the 2025 AGM and close of business on 1 August 2025 unless and to the extent that it is renewed, revoked or extended prior to such date, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry, and the Directors may allot equity securities in pursuance of such an offer or agreement as if such power had not expired.

Resolution 11 (Special Resolution)

That, subject to Resolutions 9 and 10 herein being passed, the Directors be and are hereby empowered pursuant to Sections 1022 and 1023 of the Companies Act, 2014 to allot equity securities (within the meaning of the said Section 1023) for cash, to include the reissue of treasury shares, if any, as if Section 1022(1) of the said Act did not apply to any such allotment, provided that:

• this power shall be limited to allotments of additional shares up to an aggregate nominal amount of €2,176,293 (representing 10% of the A Ordinary Shares in issue as of 5 March 2024) in connection with 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 the Notice of this meeting, which is announced contemporaneously with the allotment, or has taken place in the preceding six-month period and is disclosed in the announcement of the allotment; and
• the authority conferred by this resolution shall expire on the earlier of the conclusion of the 2025 AGM and close of business on 1 August 2025 unless and to the extent that it is renewed, revoked or extended prior to such date, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry, and the Directors may allot equity securities in pursuance of such an offer or agreement as if such power had not expired.

Resolution 12 (Special Resolution)

That the Company (and any subsidiary of the Company) be and is hereby authorised to make market purchases and overseas market purchases (as defined in Section 1072 of the Companies Act, 2014 and to include making a contract of purchase which is or may be executed wholly or partly after the expiry of this authority) of A Ordinary Shares in the capital of the Company in the manner provided for and within the price ranges set out in the Articles of Association of the Company provided that:

• the maximum number of A Ordinary Shares which may be acquired under this authority shall not exceed 10% of the A Ordinary Shares in issue at the date of the passing of this resolution; and
• the authority conferred by this resolution shall expire on the earlier of the conclusion of the 2025 AGM and close of business on 1 August 2025 unless and to the extent that it is renewed, revoked or extended prior to such date, save that the Company (or any subsidiary) may make such a purchase after such expiry pursuant to a contract of purchase concluded before such expiry.

Resolution 13 (Special Resolution)

That the provision in Article 53 of the Articles of Association of the Company allowing for the convening of an Extraordinary General Meeting by at least 14 clear days' notice (where such meetings are not convened for the passing of a special resolution) shall continue to be effective.

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