Kerry : Notice of AGM and Letter from Chairman

Attendance at the Meeting

Attached to the Form of Proxy is an Attendance Card which should be brought with you to the meeting to ensure ease of admission. Failure to bring this card may result in you being asked to provide identification (Passport or Driving Licence) in order to gain entry to the meeting and admission may be delayed or refused as a result.

Kerry Group plc

Notice of

Annual General Meeting 2023

Thursday 27 April 2023 at 2pm

Brandon Hotel, Tralee, Co. Kerry, Ireland

This document and the accompanying Form of Proxy are important and require your immediate attention.

If you are in any doubt about the contents of this document and what action you should take, you are recommended to consult your independent professional adviser, who is authorised or exempted under the European Union (Markets in Financial Instruments) Regulations 2017 (as amended)

or the Investment Intermediaries Act 1995 (as amended), if you are resident in Ireland, or who is authorised under the Financial Services and Markets Act 2000 (as amended), if you are resident in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside Ireland or the United Kingdom.

If you sell or otherwise transfer or have sold or otherwise transferred all of your Kerry Group plc shares, please

forward this document and any other documentation (with the exception of the personalised Form of Proxy) to the purchaser or transferee of such shares or to the stockbroker, or other agent through whom the sale or transfer is/was effected for onward transmission to the purchaser or transferee.

A Form of Proxy relating to the meeting accompanies this document. To be valid, Forms of Proxy for use at the Annual General Meeting may be completed electronically at www.kerry.com/shareholder/proxy or sent by post to Kerry Group plc, Share Registration Department, Prince's Street, Tralee, Co. Kerry, V92 EH11, Ireland, to be received not later than 2pm on Tuesday 25 April 2023.

Kerry Group plc

LETTER FROM THE CHAIRMAN TO SHAREHOLDERS, 23 MARCH 2023

Dear Shareholder

Please find enclosed a Form of Proxy and the Notice convening the Annual General Meeting (the "AGM") of Kerry Group plc (the "Company"), to be held at the Brandon Hotel, Tralee, Co. Kerry, Ireland on 27 April 2023 at 2pm. The purpose of this letter is to explain the various resolutions to be considered by shareholders at the meeting.

The Board recommends that shareholders vote in favour of the resolutions to re-elect the Directors.

Resolution 5

This resolution relates to the authority of the Directors to determine the remuneration of the Auditors in line with the agreed terms of engagement as approved by the Audit Committee.

Resolution 1

This resolution is to review the Company's affairs and to receive and consider the Financial Statements of the Company for the year ended 31 December 2022, together with the Reports of the Directors and Auditors thereon.

Resolution 2

This is a resolution to declare a final dividend of 73.4 cent per A Ordinary Share for the year ended 31 December 2022. If approved, the final dividend will be paid on 12 May 2023 to shareholders registered on the record date 14 April 2023. This dividend is in addition to the interim dividend of 31.4 cent per share paid to shareholders on 11 November 2022.

Resolution 3

This resolution relates to the election of Mr Patrick Rohan, who was appointed to the Board since the 2022 AGM. Under the provisions of the Articles of Association of the Company, the aforementioned Director is required to submit himself for election by shareholders.

The Board recommends that Mr Rohan be elected.

Resolution 4

This resolution relates to the re-election of Directors. All Directors will, as recommended by the UK Corporate Governance Code, retire from the Board and will seek reelection (by separate resolutions) at the AGM.

The performance of all Directors has been formally evaluated and the Board considers that the performance of each continues to be effective and they individually demonstrate commitment to their role as Directors. In the case of the Non-Executive Directors, their interests and external time commitments have also been considered and the Board has concluded that each of them are considered independent as they are free from any relationships that could affect their judgement. Mr Tom Moran was independent on his appointment as Chairman. The biographical details of the Directors are set out on pages 108 to 110 of the Annual Report.

On 23 February 2023, Dr Hugh Brady had served nine years as a non-Executive Director and the Board unanimously agreed that Dr Brady should remain on the Board until the 2024 AGM, subject to shareholder approval. After conducting a rigorous review of his independence, the Governance, Nomination and Sustainability Committee and the Board are satisfied that Dr Brady will continue to apply objective and independent judgment to act in the best interests of the Company. Further information and context can be found on page 137 of the Annual Report and in Dr Brady's biography on page 109 of the Annual Report.

Resolution 6

This resolution seeks shareholder approval to authorise the Directors to convene an Extraordinary General Meeting

("EGM") on 14 days' clear notice for the passing of an ordinary resolution which, if passed, will approve the authority in

the Articles of Association of the Company. The additional flexibility afforded by this authority will only be used in limited and time sensitive circumstances where it would be in the best interests of the shareholders.

Resolution 7

This resolution is to receive and consider the Directors' Remuneration Report (excluding the Remuneration Policy in Section C) as set out on pages 143 to 169 of the Annual Report. The resolution is an advisory resolution only and is being put to shareholders in accordance with Section 1110N of the Companies Act 2014.

Resolution 8

This resolution proposes to authorise Directors to allot shares in the Company up to an aggregate nominal amount of €7,300,785. This represents approximately 33% of the A Ordinary Shares in issue as of the latest practicable date prior to the publication of this letter. The Company has no treasury shares in issue. This authority will expire on the earlier of the conclusion of the 2024 AGM and close of business on 26 July 2024 unless and to the extent that it is renewed, revoked

or extended prior to such date. The Directors have no current intention to exercise the authority to be conferred by this resolution.

Resolution 9

This resolution proposes to renew the Directors' authority to allot shares in the Company for cash without first being required to offer such shares to existing shareholders on a pro-rata basis up to an aggregate nominal amount of

€1,106,179 (representing 5% of the A Ordinary Shares in issue as of the latest practicable date prior to the publication of this letter). This authority will expire on the earlier of the conclusion of the 2024 AGM and close of business on 26 July 2024 unless and to the extent that it is renewed, revoked or extended prior to such date. The Directors have no current intention to exercise the power to be conferred by this resolution.

Kerry Group plc

LETTER FROM THE CHAIRMAN TO SHAREHOLDERS, 23 MARCH 2023

Resolution 10

This resolution proposes to renew the Directors' authority to allot additional shares up to an aggregate nominal amount of €1,106,179 (representing 5% of the A Ordinary Shares in issue at the latest practicable date prior to the publication of this letter), without first being required to offer such shares to existing shareholders on a pro-rata basis, but only in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment or which has taken place in the preceding six-month period and is disclosed in the announcement of the allotment. This authority will expire on the earlier of the conclusion of the 2024 AGM and close of business on 26 July 2024 unless and to the extent that it is renewed, revoked or extended prior to such date. The Directors have no current intention to exercise the power to be conferred by this resolution.

In recommending Resolutions 9 and 10, the Board intends to comply with the Statement of Principles issued by the Pre-Emption Group (an advisory body representing listed companies, investors and intermediaries).

Resolution 11

This resolution proposes to renew the authority of the Company to make market purchases of its own shares in accordance with the provisions and at the price ranges contained in the Company's Articles of Association. This authority will expire on the earlier of the conclusion of the 2024 AGM and close of business on 26 July 2024 unless and to the extent that it is renewed, revoked or extended prior to such date. The maximum number of shares that may be purchased by the Company under this authority is 10% of the A Ordinary Shares in issue at the date of the passing of the resolution. The Directors have no current intention to utilise the power to be conferred by this resolution and undertake to exercise this power only when they believe that such exercise is in the best interest of shareholders.

Resolution 12

This resolution proposes the adoption of the Kerry Global Employee Share Plan (the "Plan").

We have for a number of years seen the benefits of ensuring greater alignment of interests between our senior management and Executive Directors with those of our shareholders through the Company's Long Term Incentive Plan. This alignment is integral to our business and strategic focus. During 2022, we undertook a detailed review to design Kerry's first global all employee share plan which will provide employees with the opportunity to become shareholders and allow them to share in the success of the Company. The Board and Executive Directors believe that share ownership is a powerful and important way of creating an ownership culture and mindset.

The Kerry Global Employee Share Plan is based on the latest trends in global incentive design. The Plan will offer participating employees the opportunity to buy Kerry Group plc shares and receive an additional matching award element delivering Kerry Group plc shares subject to the satisfaction of certain conditions.

The Directors are therefore seeking authority from shareholders to adopt the Kerry Global Employee Share Plan, the principal terms of which are summarised in Appendix 1 of this document. The Directors are also seeking authority to be empowered to do all such acts and things necessary to establish and give effect to the Plan, and establish schedules to the Plan, or separate plans, that are commercially similar, for the purposes of granting awards to employees and Executive Directors.

Copies of the rules of the Kerry Global Employee Share Plan may be inspected at the registered office of the Company, and at Kerry, Bradley Road, Royal Portbury Dock, Bristol, BS20 7NZ, United Kingdom, during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) from the date of the Notice up to and including the conclusion of the AGM, and online at www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism from the date of the Notice.

The Directors believe that the resolutions summarised in this letter are in the best interests of both the Company and its shareholders and recommend that you vote in favour of the resolutions as they are set out in the Notice of the AGM, as the Directors intend to do so themselves in respect of their own A Ordinary Shares.

Should you have any queries in relation to the contents of the correspondence enclosed, please contact:

Kerry Group plc

Share Registration Department

Prince's Street

Tralee

Co. Kerry

V92 EH11

Ireland

Tel: + 353 66 718 2000

Email: [e-mail]

Yours faithfully

Tom Moran

Chairman

Kerry Group plc

NOTICE OF ANNUAL GENERAL MEETING

To each member

Notice is hereby given that the Annual General Meeting

("AGM") of Kerry Group plc (the "Company") will be held at the Brandon Hotel, Tralee, Co. Kerry, Ireland, on Thursday 27 April

2023 at 2pm for the following purposes:

As Ordinary Business

1. To review the Company's affairs and to receive and consider the Financial Statements for the year ended 31 December 2022, together with the reports of the Directors and the Auditors thereon.
2. To declare a final dividend as recommended by the Directors.
3. To elect the following Director:
4. 1. Mr Patrick Rohan
5. To re-elect the following Directors:
6. 1. Mr Gerry Behan
   2. Dr Hugh Brady
   3. Ms Fiona Dawson
   4. Dr Karin Dorrepaal
   5. Ms Emer Gilvarry
   6. Mr Michael Kerr
   7. Ms Marguerite Larkin
   8. Mr Tom Moran
   9. Mr Christopher Rogers
   10. Mr Edmond Scanlon
   11. Mr Jinlong Wang
7. To authorise the Directors to determine the remuneration of the Auditors.

As Special Business

6. To consider and, if thought fit, pass the following special resolution:

That an Extraordinary General Meeting for the passing of an ordinary resolution may be called by not less than 14 days' clear notice in writing in accordance with Article 53 of the Company's Articles of Association.

7. To consider and, if thought fit, pass the following ordinary resolution:

To receive and consider the Directors' Remuneration Report (other than the Remuneration Policy in Section C) as set out on pages 143 to 169 of the Annual Report for the year ended 31 December 2022.

8. To consider and, if thought fit, pass the following 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 €7,300,785; and
• the authority conferred by this resolution will expire on the earlier of the conclusion of the 2024 AGM and close of business on 26 July 2024 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.

9. To consider and, if thought fit, pass the following special resolution:

Subject to Resolution 8 herein being passed, that 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 allotments of up to an aggregate nominal amount of €1,106,179 and 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 limits, exclusions, adjustments or other arrangements as the Directors consider expedient in relation to treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems under the laws of or the requirements of any relevant regulatory body, securities market or stock exchange, in any territory, or any matter whatsoever; and

Kerry Group plc

NOTICE OF ANNUAL GENERAL MEETING

• the authority conferred by this resolution will expire on the earlier of the conclusion of the 2024 AGM and close of business on 26 July 2024 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.

10. To consider and, if thought fit, pass the following special resolution:

That subject to Resolutions 8 and 9 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 €1,106,179 in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment, or which will have 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 2024 AGM and close of business on 26 July 2024 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.

11. To consider and, if thought fit, pass the following 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 2024 AGM and close of business on 26 July 2024 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.

12. To consider and, if thought fit, pass the following ordinary resolution:

That the rules of the Kerry Global Employee Share Plan (the "Plan"), produced in draft to the AGM and initialled by the Group Secretary, for the purpose of identification, a summary of the main provisions of which is set out

in Appendix 1 to this document, be approved and the Directors be authorised to:

• do all such acts and things necessary to establish and give effect to the Plan; and
• establish schedules to, or further establish plans based on, the Plan but modified to take account of local
  tax, exchange control or securities laws in overseas jurisdictions, provided that any awards made under any such schedules or further plans are treated as counting against any limits on individual and overall participation in the Plan.

By order of the Board

Ronan Deasy

Group Secretary

Kerry Group plc

Registered Office

Prince's Street

Tralee

Co. Kerry

V92 EH11

Ireland

23 March 2023