Tate & Lyle : AGM Notice of Meeting 2022

NOTICE

OF ANNUAL

GENERAL MEETING 2022

Thursday 28 July 2022 at 10.30am

Thistle London Marble Arch, Bryanston Street

London, W1H 7EH

THIS DOCUMENT IS IMPORTANT. PLEASE READ IT STRAIGHTAWAY.

If you have any doubts about the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other professional advisor who, if you are taking advice in the United Kingdom, is duly authorised under the Financial Services and Markets Act 2000, or an appropriately authorised independent financial advisor if you are in a territory outside the United Kingdom.

If you have sold or transferred all your shares in Tate & Lyle PLC, please send this document, and any accompanying documents, at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer took place, so they can send it on to the purchaser or transferee.

NOTICE OF ANNUAL GENERAL MEETING 2022

CONTENTS

 1 Letter from the Chair

 2 Notice of Annual General Meeting 2022 (AGM) and explanatory notes

 7 Explanatory notes to Resolution 22 and 23  9 Notes to the Notice of AGM

1. Explanatory notes relating to the completion of the proxy form
2. Directors' biographies
3. Shareholder information
4. Notes for shareholders attending the AGM

AGENDA OF FORMAL BUSINESS

 1 To receive and consider the Annual Report

 2 To approve the Directors' Remuneration Report

 3 To declare a final dividend of 12.8 pence per ordinary share of the Company

 4 To re-elect Dr Gerry Murphy as a Director  5 To re-elect Nick Hampton as a Director  6 To elect Dawn Allen as a Director

 7 To re-elect John Cheung as a Director  8 To re-elect Patrícia Corsi as a Director  9 To elect Dr Isabelle Esser as a Director

1. To re-elect Paul Forman as a Director
2. To re-elect Lars Frederiksen as a Director
3. To re-elect Kimberly Nelson as a Director
4. To re-elect Sybella Stanley as a Director
5. To re-elect Warren Tucker as a Director
6. To re-appoint Ernst & Young LLP as auditors
7. To authorise the Audit Committee (for and on behalf of the Board) to determine the amount of the auditors' remuneration
8. To renew the authority to make political donations
9. To renew the authority to allot ordinary shares
10. To renew the authority for disapplication of statutory pre-emption rights
11. To renew the additional authority for disapplication of statutory pre-emption rights for an acquisition or specified capital investment
12. To renew the authority for the purchase of the Company's own shares
13. To approve a reduction of share capital - Preference Shares
14. To approve the adoption of new Articles of Association
15. To renew the authority in respect of shorter notices for general meetings

Beware of share fraud Shareholders should be very wary of any unsolicited calls or correspondence offering to buy or sell shares at a discounted price or offering a range of financial propositions. Tate & Lyle would like to remind its shareholders to remain vigilant at all times. If you are concerned that you may have been targeted by fraudsters please report it to the Financial Conduct Authority by visiting www.fca.org.uk/scamsmart or contact their Helpline on 0800 111 6768.

Tate & Lyle PLC Notice of Annual General Meeting 2022

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Tate & Lyle PLC

5 Marble Arch London W1H 7EJ United Kingdom

www.tateandlyle.com

21 June 2022

Dear shareholder

NOTICE OF ANNUAL GENERAL MEETING

I enclose a formal Notice of Annual General Meeting (AGM). The AGM will be held at 10.30am on Thursday 28 July 2022 at Thistle London Marble Arch, Bryanston Street, London, W1H 7EH. The Notice of AGM and explanation of the resolutions on which you are invited to vote can be found on pages 2 to 8.

ANNUAL REPORT 2022

If you have not asked to be sent a copy of the Annual Report 2022 by post, you can find it on our website, www.tateandlyle.com/investors/annual-reports. If you would like to receive a printed copy of the Annual Report 2022, please contact our registrars, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA.

PROPOSED CANCELLATION AND REPAYMENT OF PREFERENCE SHARE CAPITAL

As was announced on 15 June 2022, we are proposing to reduce the Company's share capital through the cancellation and repayment of the Company's 6½% cumulative preference shares, which form a very small part of the Company's capital structure and are surplus to the Company's requirements. The costs of the administration of these preference shares and maintenance of the register are disproportionate to their value as capital to the Company and are also an inefficient form of finance in the current environment.

The reduction requires the approval of the Company's shareholders as well as confirmation by the High Court.

It is proposed to return the sum of £1.00 per preference share (being the nominal value of, and amount paid-up on, each preference share) together with all arrears and/or accruals of the fixed cumulative dividend on the preference shares down to the date of the repayment. This amount is expected to include the full accrued entitlement to the 3.25% dividend on the preference shares that is payable on

30 September 2022 to holders of preference shares on the register as at the close of business on 2 September 2022.

It is also proposed that the Company's articles of association be amended to remove references to the preference shares once their cancellation and repayment has become effective.

Further detail in relation to the cancellation and repayment of the preference shares can be found in the Explanatory Notes to Resolutions 22 and 23 on pages 7 and 8.

ORDINARY SHARES DIVIDEND

As previously communicated, the sale of the controlling stake in Primient reduces the Group's earnings base by around 50%. As a result, the Board has decided to reduce the dividend to reflect this new base. The pay-out ratio (i.e. dividend cost compared to the Group's earnings base) has been maintained at the same level, and the Board intends to operate a progressive dividend policy from the new base. The Board is recommending a final dividend for the year ended 31 March 2022 of 12.8p (2021 - 22.0p) per ordinary share, bringing the full year dividend to 21.8p per ordinary share (2021 - 30.8p).

LODGING YOUR VOTE

Your votes are important to us and I encourage you to submit your voting instructions as early as possible. You can submit your voting instructions in the following ways:

• Online via our registrars' website, www.sharevote.co.uk, where you will need your Voting ID, Task ID and Shareholder
  Reference Number. Alternatively, if you have a registered Shareview Portfolio, you can log in to vote using your unique credentials
• Via the CREST electronic proxy appointment service (for CREST members)
• By completing the proxy form (if one is enclosed) and returning it to our registrars
• If your holding is via the Corporate Sponsored Nominee, by completing the enclosed voting instruction form and returning it to our registrars.

All valid proxy votes submitted will be counted and once the results have been verified by our registrars, Equiniti, they will be published on our website and released via a regulatory information service.

The deadline for submitting your proxy instruction is 10.30am on Tuesday 26 July 2022. If your holding is via the Corporate Sponsored Nominee, the deadline for submitting your voting instruction is 10.30am on Monday 25 July 2022. If you wish to use an envelope, please address it to Freepost RTHJ-CLLL-KBKU, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 8LU. No stamp is needed if it is posted in the UK. If the proxy form is posted outside the UK, you should return it in an envelope using the address on the back of the proxy form. You will need to pay postage.

SHAREHOLDER QUESTIONS

If you would like to ask the Board a question on the formal business of the AGM, please email your question to agmquestions@tateandlyle. com. You may also submit a question using the proxy card. There will be an opportunity to ask questions during the meeting.

RECOMMENDATION

Your Directors believe that all the resolutions in the Notice of AGM are in the best interests of Tate & Lyle PLC and its shareholders, and unanimously recommend that you vote in favour of them. The Directors intend to vote their own holdings in favour of each resolution.

Yours faithfully

GERRY MURPHY

Chair

Registered in England: number 76535. Registered office as above.

Tate & Lyle PLC Notice of Annual General Meeting 2022

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NOTICE OF ANNUAL GENERAL MEETING 2022 AND EXPLANATORY NOTES

For ease of reference, the formal resolutions are in bold black text. The explanatory notes below each resolution are for information only and do not form part of the formal resolutions.

Notice is hereby given that the one hundred and nineteenth Annual General Meeting (AGM) of Tate & Lyle PLC (the Company) will be held at Thistle London Marble Arch, Bryanston Street, London, W1H 7EH on Thursday 28 July 2022 at 10.30am. Shareholders will be asked to consider and, if thought fit, pass the following resolutions.

Resolutions 1 to 18 will be proposed as ordinary resolutions and resolutions 19 to 24 will be proposed as special resolutions.

Ordinary shareholders are entitled to vote on all resolutions. Preference shareholders are entitled to vote on all resolutions other than resolutions 2 to 14 (inclusive).

1. To receive the Reports and Accounts of the Directors and the report of the auditors for the year ended 31 March 2022.
   The Directors are legally required to present their reports, the audited accounts and the independent auditors' report in respect of each financial year to shareholders. In accordance with the UK Corporate Governance Code, the Company proposes a resolution on its audited accounts and reports for the year ended 31 March 2022 (Annual Report 2022).
   A copy of the Annual Report 2022 is available on the Company's website, www.tateandlyle.com.
2. To approve the Directors' Remuneration Report for the year ended 31 March 2022.
   In accordance with the Companies Act 2006 (the Act), the Company must give shareholders the opportunity to cast an advisory vote on the statement by the Chair of the Remuneration Committee and the Annual Report on Remuneration as set out on pages 108 and 126 of the Annual Report 2022 respectively.
   The Company's Remuneration Policy was approved by shareholders at the Annual General Meeting 2020 and was updated and approved by shareholders at the General Meeting held in September 2021. It is not therefore required to be put to shareholders at this AGM.
   A summary of the Remuneration Policy is set out on
   page 113 of the Annual Report 2022. The Remuneration Policy can be found in full on the Company's website at www.tateandlyle.com/investors-hub.

3. To declare and pay a final dividend of 12.8 pence per ordinary share in the Company.

Ordinary shareholders are asked to approve a final dividend of 12.8 pence per ordinary share for the year ended 31 March 2022. If approved, the dividend will be paid on 5 August 2022 to shareholders on the Register of Members at the close of business on 1 July 2022.

1. To re-elect Dr Gerry Murphy as a Director of the Company.
2. To re-elect Nick Hampton as a Director of the Company.
3. To elect Dawn Allen as a Director of the Company.
4. To re-elect John Cheung as a Director of the Company.
5. To re-elect Patrícia Corsi as a Director of the Company.
6. To elect Dr Isabelle Esser as a Director of the Company.
7. To re-elect Paul Forman as a Director of the Company.
8. To re-elect Lars Frederiksen as a Director of the Company.
9. To re-elect Kimberly Nelson as a Director of the Company.
10. To re-elect Sybella Stanley as a Director of the Company.
11. To re-elect Warren Tucker as a Director of the Company.
    In accordance with the UK Corporate Governance Code, all Directors will be submitting themselves for election or re-election by shareholders at the AGM. Each Director has been through a formal performance review process, further details of which can be found in the Annual Report 2022. Following this process, the Board agreed that the performance of each of the Directors was entirely satisfactory and that they each demonstrate the commitment expected of a Director of the Company. As set out on page 98 of the Annual Report 2022, the Board has concluded that each of the non-executive directors is independent under the terms of the UK Corporate Governance Code.
    Biographical details of all Directors can be found on pages 12 and 13.
12. To re-appoint Ernst & Young LLP as auditors to hold office until the conclusion of the next general meeting at which reports and audited accounts are laid before the Company.
    The Company is required to appoint or re-appoint auditors at each general meeting at which accounts are laid. The Audit Committee is responsible for overseeing the Company's relationship with the auditors, Ernst & Young LLP. The Audit Committee Report on pages 102 to 107 of the Annual Report 2022 sets out details of the policy to safeguard the auditors' objectivity and independence, how the Committee reviewed the effectiveness of the auditors, and the audit process.
    The Board, on the recommendation of the Audit Committee, is proposing that Ernst & Young LLP be re-appointed as the Company's auditors.

Tate & Lyle PLC Notice of Annual General Meeting 2022

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1. To authorise the Audit Committee (for and on behalf of the Board of Directors) to set the remuneration of the auditors.
   At each Annual General Meeting, shareholders are asked to authorise the Directors to set the auditors' remuneration.
   The Board has delegated responsibility for the negotiation and approval of the remuneration and terms of engagement of the auditors to the Audit Committee, in accordance with the Statutory Audit Services Order issued by the Competition and Markets Authority in 2014.
2. That the Company and those companies which are subsidiaries of the Company at any time during the period for which this resolution has effect are authorised for the purposes of Part 14 of the Act during the period from the date of the passing of this resolution to the earlier of the conclusion of the Company's next Annual General Meeting or the close of business on 30 September 2023:
3. 1. to make political donations to political parties, and/or independent election candidates, and/or to political organisations other than political parties not exceeding £100,000 in total; and
   2. to incur political expenditure not exceeding (when aggregated with any donations made under the authority granted in paragraph (a) above) £100,000 in total.

Any such amounts may comprise sums paid or incurred in one or more currencies. Any sum paid or incurred in a currency other than sterling shall be converted into sterling at such rate as the Board may decide is appropriate. All existing authorisations and approvals relating to political donations or expenditure under Part 14 of the Act are hereby revoked without prejudice to any donation made or expenditure incurred prior to the date hereof pursuant to such authorisation or approval. Words and expressions defined for the purpose of the Act shall have the same meaning in this resolution.

This resolution asks shareholders to renew the authority given at the Annual General Meeting 2021 to enable the Company and its subsidiaries to support individuals and organisations that may fall within the scope of a 'political party', an 'independent election candidate' or a 'political organisation' and to incur 'political expenditure' as defined in the Act.

Tate & Lyle's policy is not to make donations to political candidates, parties or organisations nor to incur political expenditure and there is no intention of changing that policy. However, the Act includes a broad definition of donations and expenditure in this context, which may include some normal business activities that would not otherwise be regarded as being political in nature. Examples of such activities include sponsorship of bodies concerned with policy review, law reform and the representation of the business community (such as industry forums), involvement in seminars and functions to which politicians are invited and the making of provisions for employees to take time off to campaign for and hold public office. Consequently, the Board, in common with many other companies, on a precautionary basis and to avoid inadvertent infringement of the Act, considers it prudent to ask shareholders to renew this authority for a further period, which will expire at the conclusion of the next Annual General Meeting or at the close of business on 30 September 2023, whichever is the earlier.

18. That the Directors are generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Act to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company:

1. up to an aggregate nominal amount of £39,044,814;
2. comprising equity securities (as defined in Section 560(1) of the Act) up to a further nominal amount of £39,044,814 in connection with an offer by way of a rights issue,

such authorities to expire at the conclusion of the Company's next Annual General Meeting or at the close of business on 30 September 2023, whichever is the earlier, but, in each case, so that the Company may, before such expiry, make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority given by this resolution has expired. All authorities vested in the Directors on the date of the notice of this meeting to allot shares or to grant rights that remain unexercised at the commencement of this meeting

are revoked.

For the purposes of this Resolution, 'rights issue' means an offer to:

1. ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

1. people who are holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,

to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable instrument) which may be traded for a period before payment for the securities is due, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory.

The purpose of Resolution 18 is to renew the Directors' power to allot shares which is due to expire at the conclusion of the AGM.

The authority in paragraph (a) will allow the Directors to allot new shares and grant rights to subscribe for, or convert other securities into, shares in any circumstances up to a nominal value of £39,044,814, which is equivalent to approximately 33% of the total issued ordinary share capital of the Company, excusive of treasury shares, as at 20 June 2022.

The authority in paragraph (b) will allow the Directors to allot new shares and grant rights to subscribe for, or convert other securities into, shares only in connection with a rights issue up to a further nominal value of £39,044,814 which is equivalent to approximately 33% of the total issued ordinary share capital of the Company, exclusive of treasury shares, as at 20 June 2022. This is in line with the Investment Association's Share Capital Management Guidelines issued in July 2016.

Tate & Lyle PLC Notice of Annual General Meeting 2022