THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

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THIS DOCUMENT IS IMPORTANT

AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from an independent financial adviser being, if you are resident in Ireland, an organisation or firm authorised under the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3) or the Investment Intermediaries Act 1995 (as amended).

If you have sold or otherwise transferred all your Kerry Co-Operative Creameries Limited Ordinary Shares, please forward this document and the accompanying documents at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you have sold only part of your holding of Ordinary Shares, please contact your stockbroker, bank or other agent through whom the sale or transfer was effected immediately.

This document is dated 25 April 2019.

Kerry Co-Operative Creameries Limited

(Incorporated and registered in Ireland under the Industrial and Provident Societies Acts 1893-2018 with registered number 3618R)

Proposed

Introduction of a Share Redemption Scheme and Amendment to the Rule Book

Annual General Meeting & Special General Meeting 19 June 2019 at 12 Noon

in the Brandon Hotel, Prince’s Street, Tralee

You should read the whole of this document. In particular, your attention is drawn to the letter from the Chairman of Kerry Co-

Operative Creameries Limited that is set out in Part I of this document and the details of the Share Redemption Scheme set out in Parts II and III of this document. The letter in Part I recommends that you vote in favour of the resolutions to be proposed at the Special General Meeting referred to below.

You should note that the Share Redemption Scheme is conditional upon the approval by the Qualifying Shareholders of the resolutions to be proposed at the Special General Meeting. You should also note that nothing in this document should be taken as constituting an offer of or to subscribe for or sell Ordinary Shares in Kerry Co-Operative Creameries Limited.

Notice of the Special General Meeting of Kerry Co-Operative Creameries Limited to be held in the Brandon Hotel, Prince’s Street, Tralee, Co. Kerry at 12 Noon on 19 June 2019 is set out at the end of this document.

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FORWARD-LOOKING STATEMENTS

This document may contain certain forward-looking statements with respect to the financial condition, results of operations and business of the Kerry Co-Operative Creameries Limited and certain plans and objectives of the Board. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward looking statements often use words such as “anticipate”,

“target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “will”,

“may”, “should”, “would” or “could” or other words of similar meaning.

These statements are based on assumptions and assessments made by the Board in light of its experience and perception of historical trends, current conditions, expected future developments and other factors it believes appropriate. By their nature, forward-looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements in this document could cause actual results or developments to differ materially from those expressed in or implied by such forward-looking statements.

Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this document. Kerry Co- Operative Creameries Limited assumes no obligation to update or correct the information contained in this document, whether as a result of new information, future events or otherwise, except to the extent legally required.

The statements contained in this document are made as at the date of this document, unless some other time is specified in relation to them.

Publication of this document shall not give rise to any implication that there has been no change in the facts set out in this document since the date of this document. Nothing contained in this document shall be deemed to be a forecast, projection or estimate of the future financial performance of Kerry Co-Operative Creameries Limited except where expressly stated.

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OVERVIEW

The board of Kerry Co-Operative Creameries Limited are introducing a Share Redemption Scheme to commence in 2019 that will allow all Shareholders the opportunity to redeem their shares for cash. The scheme

recognises the evolution of Kerry Co- Operative Creameries Limited and the differing ambitions of Shareholders. The scheme will value Ordinary Shares on a predetermined multiplier of Kerry Group plc. shares.

This document outlines the formalities of the scheme, the timetable, background and examples of redemption tax

computations.

PROPOSED INTRODUCTION OF

A SHARE REDEMPTION SCHEME

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Expected Timetable of Principal Events 4

Definitions 5

Part I Letter from the Chairman 6

Part II Details of Share Redemption Scheme 9

Part III Additional Information 12

Part IV Illustrative Tax Impact of the Proposed

Share Redemption Scheme 16

Notice of Special General Meeting 19

Share Redemption Form 20

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Share Redemption Scheme opens for applications 13 May 2019 Closing date for the open period for the acceptance

of applications

5 June 2019 at 3 p.m.

Date and time of AGM and Special General

Meeting (i), (ii) 19 June 2019

at 12 Noon Date that Board of Kerry Co-Operative Creameries

Limited will determine intended price range and timing of any sale of Kerry Group plc. shares (iii)

19 June 2019

Sale of Kerry Group plc. shares will be arranged and cheques drawn in favour of Shareholders which will be available for collection by appointment

No later than 22 July 2019

Share certificates issued for revised holdings of Kerry Co-Operative Creameries Limited Ordinary Shares following the sale of Kerry Group plc.

shares pursuant to the Share Redemption Scheme

By 10 August

2019

Return of Kerry Co-Operative Creameries Limited Share Certificates in respect of unsuccessful applications

By 10 August

2019

NOTES:

(i) Each time and date set out above is indicative only and may be adjusted by Kerry Co-Operative Creameries Limited, in which event, details of the new times and dates will be notified by way of an announcement in a letter.

(ii) Or if later, as soon as practicable after the Annual General Meeting convened for 12 Noon on the same date and at the same place, shall have been concluded or adjourned.

(iii) The Board of Kerry Co-Operative Creameries Limited reserves the right to determine the exact pricing and timing in relation to any sale of Kerry Group plc. shares in consultation with its brokers, taking into account prevailing market conditions at that time.

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DEFINITIONS

The following definitions apply throughout this Circular, unless the context otherwise requires or unless it is otherwise specifically provided:

"Acts" The Industrial and Provident Societies Acts 1893-2018;

"AGM" or "Special General Meeting"

The Annual General Meeting of Kerry Co-Operative Creameries Limited, to be held in the Brandon Hotel, Tralee, Co. Kerry at 12 Noon on 19 June 2019 or any adjournment thereof, followed by a Special General Meeting, notice of which is set out at the end of this document;

"Board" The Board of Directors, whose names are set out on page 12 of this document;

"Circular" or

"document" This document;

"Kerry Co-Op" or

“KCC” or “Society” Kerry Co-Operative Creameries Limited, a society registered under the Acts;

“Share Redemption Scheme” or

“Scheme”

The scheme described in Part II of this document;

"Directors" The directors of Kerry Co-Operative Creameries Limited from time to time;

"Group" Kerry Group plc. and its subsidiary undertakings;

“Initial Redemption”

The redemption of Ordinary Shares under the Scheme during the period 19 June 2019 to 22 July 2019;

"Ordinary Shares" “Ordinary shares” of ¤1.25 each in Kerry Co-Operative Creameries Limited held by A, B and C Shareholders;

“Qualifying Shareholders”

Holder(s) of Ordinary Shares with voting rights (i.e. A or B Shareholders);

“Rule Book” The rulebook is the constitution of the Society and it is also the primary contract between the Shareholders and Kerry Co-Operative Creameries Limited;

"Shareholder(s)" Holder(s) of A, B or C Ordinary Shares.

NOTES:

i) Unless otherwise stated in this document, all references to statutes or other forms of legislation shall refer to statutes or forms of legislation of Ireland. Any reference to any provision of any legislation shall include an amendment, modification, re-enactment or extension thereof.

(ii) The symbols “¤” and “c” refer to euro and euro cent respectively, being the lawful currency of Ireland provided for in Council Regulation (EC) No.

974/98 of 8 May 1998.

(iii) Words imparting the singular shall include the plural and vice versa and words imparting the masculine shall include the feminine or neuter gender.

(iv) All reference to time in this Circular is to Irish Standard Time (as set out in the Standard Time Act 1968 and the Standard Time (Amendment) Act 1971).

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(I) PART I:

LETTER FROM THE CHAIRMAN

To A and B Shareholders (and C Shareholders for information purposes only)

Registered Office Prince’s Street Tralee

Co. Kerry Ireland 25 April 2019

Dear Shareholder,

On behalf of the Board of Kerry Co-Operative Creameries Limited I am pleased to invite you to the 2019 Special General Meeting of Kerry Co-Operative Creameries Limited. I hope that you will be able to attend this meeting. This letter sets out the background to, and reasons for, the Share Redemption Scheme and explains why the Board of Kerry Co-Operative Creameries Limited believes it to be in the interests of Kerry Co-Operative Creameries Limited and its Shareholders.

Shareholders are not obliged to redeem any or all of their Ordinary Shares if they do not wish to do so.

This Circular sets out full details of the Share Redemption Scheme and contains on page 19 a notice of a Special General Meeting to take place in the Brandon Hotel, Prince’s Street, Tralee, Co. Kerry, at 12 Noon (or, if later, as soon as practicable after the Annual General Meeting shall have been concluded or adjourned on 19 June 2019) to consider the resolutions necessary to implement the Share Redemption Scheme. If those resolutions are not passed, Kerry Co-Operative Creameries Limited will not implement the Share Redemption Scheme.

1. Business to be conducted at Special General Meeting

The resolutions that you are being asked to vote on at the Special

General Meeting are set out in the Notice of Special General

Meeting in Part II of this document.

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Resolution 1 relates to changes to Rule 4(h) of the Rule Book and removing the requirement for Kerry Co-Operative Creameries Limited to hold 10% plus one share in Kerry Group plc. The intention is that this Scheme is available to all Shareholders and in order for the Scheme to continue below this threshold this Rule will have to be amended by Special Resolution. If this Rule is not amended the Scheme as proposed cannot operate.

Resolution 2 relates to the addition of the Share Redemption Scheme to the Rule Book. This will ensure that the shares in Kerry Group plc. required to fund the Share Redemption Scheme will be retained for that purpose and give assurance to Shareholders that the Scheme will continue into the future and be available for all.

It will also have the effect of ring-fencing 96.5% of the Kerry Group plc. shares held by the Kerry Co-Operative Creameries Limited for all redemptions.

Resolutions 1 and 2 are inter-conditional and are required to implement the Share Redemption Scheme. In the event that Resolutions 1 and 2 are not approved by the required majority, the Share Redemption Scheme will not operate and the Initial Redemption will not occur.

The Board of Kerry Co-Operative Creameries Limited recommends that you vote in favour of Resolutions 1 and 2. Please refer to Part II and Part III for further information on the Share Redemption Scheme.

2. Action to be taken

A and B Shareholders are invited to attend the Annual and Special General Meeting to be held in the Brandon Hotel, Tralee,

Co. Kerry at 12 Noon on 19 June 2019. All Shareholders wishing to apply for the initial redemption pursuant to the Share Redemption Scheme should also complete and return the Share Redemption Form with the instructions printed on it, as soon as possible so that it is received by the Company Secretary Thomas Hunter Mc Gowan, Kerry Co-Operative Creameries Limited, FBD House, Dan Spring Road, Tralee, Co. Kerry no later than 3 p.m. on 5 June 2019.

Further information on how to apply to the Share Redemption Scheme are set out on in Part III of this document.

PLEASE NOTE: Holders of C Ordinary Shares are not entitled to

attend or vote at the AGM or Special General Meeting

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3. Taxation

Illustrative examples of the tax impact on Shareholders are set out in Part III of this document. However, all Shareholders, who intend to participate in the Share Redemption Scheme are strongly advised to consult their own professional advisers as to their tax position, based on their own particular circumstances, before taking any action relating to the Share Redemption Scheme.

4. Recommendation in relation to Resolutions 1 and 2

Your Board believes that Resolutions 1 and 2 to be proposed at the Special General Meeting are in the best interests of Kerry Co-Operative Creameries Limited and its Shareholders as a whole.

Accordingly, the Directors recommend you vote in favour of the resolutions.

The Board of Kerry Co-Operative Creameries Limited is making no recommendation to Shareholders in relation to participation in the Share Redemption Scheme itself. Whether or not Shareholders decide to participate in the Scheme will depend, among other things, on their own individual circumstances, including their tax position. Shareholders are recommended to consult their duly authorised independent advisers and make their own decision.

Yours faithfully,

M. Hayes

Chairman

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PART II:

DETAILS OF THE SHARE REDEMPTION SCHEME

OVERVIEW

The Board of Kerry Co-Operative Creameries Limited is proposing the introduction of a Share Redemption Scheme to commence in 2019 that will allow all Shareholders the opportunity to redeem their Ordinary Shares for cash. The Scheme recognises the evolution of Kerry Co-Operative Creameries Limited and the differing ambitions of Shareholders. The Scheme will value Ordinary Shares on a predetermined multiplier of Kerry Group plc. shares.

INTRODUCTION

Kerry Co-Operative Creameries Limited was formed on 1 January 1974. On that date the farmers of Kerry purchased outright the assets of the state-owned Dairy Disposal Board in Kerry and at the same time encouraged a number of co-operatives in the county to amalgamate into a new grouping. A key principle of the co-operative movement is that of active patron-member ownership.

BACKGROUND AND REASONS FOR THE SCHEME

There are 3,931,211 Ordinary Shares in issue by Kerry Co-Operative Creameries Limited. The lack of any ongoing liquidity mechanism by Kerry Co-Operative Creameries Limited has meant that the shares it holds in Kerry Group plc. are effectively “locked up”.

A total of seven share exchanges (or spinouts) took place and over 64 million shares were transferred to Kerry Co-Operative Creameries Limited Shareholders in these exchanges between 1993 and 2013.

These shares were transferred and availed of a tax relief given under section 701 of the Taxes Consolidation Act, which allowed Kerry Co-Operative Creameries Limited to transfer shares it held in Kerry Group plc. to Kerry Co-Operative Creameries Limited Shareholders on a tax neutral basis (Capital Gains Tax would not be payable until the shares were disposed of) where certain conditions are met.

The conditions are that the co-operative must have more than 50 Shareholders, the majority of whom (50% +) are engaged in husbandry and derive the principal part of their income from husbandry. Currently, Kerry Co-Operative Creameries Limited does not qualify for the relief available under s701.

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SHAREHOLDER PROFILE

Ordinary Shares issued/allotted/transferred by Kerry Co-Operative Creameries Limited to persons who are milk suppliers are

categorised as A Shareholders, if these A Shareholders have not in the preceding five years supplied milk produced by them to the nominated purchaser, their Ordinary Shares are converted to B shares. Any Ordinary Shares transferred by A or B Shareholders to persons who are not milk suppliers are classified as C Shareholders.

C Shareholders do not have voting rights. At 31 December 2018 there were a total of 13,335 Shareholders on Kerry Co-Operative Creameries Limited’s register in the three categories - 3,352 (25.14%) A Shareholders, 3,346 B Shareholders (25.09%) and 6,637 C

Shareholders (49.77%).

CONDITIONS TO COMPLETION

Kerry Co-Operative Creameries Limited currently holds 24,048,456 shares in Kerry Group plc. which equates to a 13.7% shareholding, making Kerry Co-Operative Creameries Limited the largest

shareholder in Kerry Group plc.

The provisions of this Share Redemption Scheme will allow all Shareholders on a voluntary basis, the opportunity to redeem their Ordinary Shares for cash if they so wish. The Share Redemption Scheme should be deemed a distribution and should be subject to Income Tax rather than Capital Gains Tax. For legal reasons Kerry Co- Operative Creameries Limited cannot provide legal, tax, or financial advice.

In order to enable the Share Redemption Scheme to progress, there are two Rule Book changes that are necessary:

FIRST RULE CHANGE

The current Rule 4(h) which deals with the objects of the Society makes it a requirement for Kerry Co-Operative Creameries Limited to hold 10% plus one share in Kerry Group plc. The intention is that this Scheme be available to all Shareholders and in order for the Scheme to continue below this threshold this Rule will have to be amended by Special Resolution. If this Rule is not amended the Scheme as proposed cannot operate.

Current Rule 4(h)

To hold shares or have an interest in any person, company, society, association or enterprise or to enter into, ratify and implement agreements with any of them for the purchase or acquisition, sale or disposal, of any shares, stocks, debentures, debenture stock or other securities of any company or society including the Society upon such terms and conditions and whether absolutely or contingently as the Board may think fit, provided always that should the Society at any time be the beneficial owner of 10% plus one share or more of the voting shares in Kerry Group plc. the Board shall not take any

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action to reduce the said interest below 10% plus one share without first obtaining approval by way of an ordinary resolution passed by shareholders present and entitled to vote and voting at a Special General Meeting for which notice specifying the intention to propose such a resolution has been duly given according to the Rules.

Proposed Rule

To hold shares or have an interest in any person, company, society, association or enterprise or to enter into, ratify and implement agreements with any of them for the purchase or acquisition, sale or disposal, of any shares, stocks, debentures, debenture stock or other securities of any company or society including the Society upon such terms and conditions and whether absolutely or contingently as the Board may think fit.

Deleted

“provided always that should the Society at any time be the beneficial owner of 10% plus one share or more of the voting shares in Kerry Group plc. the Board shall not take any action to reduce the said interest below 10% plus one share without first obtaining approval by way of an ordinary resolution passed by shareholders present and entitled to vote and voting at a Special General Meeting for which notice specifying the intention to propose such a resolution has been duly given according to the Rules”.

SECOND RULE CHANGE

In addition, it is proposed to add the Share Redemption Scheme to the Rule Book. This will ensure that the shares in Kerry Group plc.

required to fund the Share Redemption Scheme will be retained for that purpose and also give assurance to Shareholders that the Scheme will continue into the future and be available for all remaining Shareholders. It will also have the effect of earmarking 96.5% of the Kerry Group plc. shares held by Kerry Co-Operative Creameries Limited for all redemptions. The new Rule will be inserted in Part XIII ALLOCATION OF SURPLUS FUNDS AND ASSETS in the rule book as:

Proposed New Rule

Rule 68 (a): Every member of the Society shall be eligible to apply to have his/her shares redeemed in full or in part in accordance with the Terms of Offer of the Share Redemption Scheme approved by the Society at its Special General Meeting in June 2019. The Board of Kerry Co-Operative Creameries Limited shall not take any action to materially alter or discontinue the Scheme without first obtaining approval by way of an ordinary resolution passed by 60% of the shareholders present and entitled to vote and voting at a Special General Meeting for which notice specifying the intention to propose such a resolution has been duly given according to the Rules.

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PART III:

ADDITIONAL INFORMATION

1. RESPONSIBILITY

The Directors (whose names are set out in paragraph 2 of this Part III) accept responsibility for the information contained in this Circular. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this Circular is in accordance with the facts and does not omit anything likely to affect the import of such information.

2. DIRECTORS OF KERRY CO-OPERATIVE CREAMERIES LIMITED

M. Hayes, Chairman M. O’Connor, Vice Chairman

S. Brosnan D. Carroll

J. Casey P. Casey

S. Crawford C. Creedon

M. Crowe T. Cummins

J. Devane J. Fitzmaurice

T. Galvin V. Gardiner

M. Griffin P. Hanafin

T. Horan B. Horgan

J. McInerney C. McMahon

T. Murphy T. O’Connell

J.J. O’Connor P. O’Donoghue

J. O’Keefe P.G. O’Sullivan

P. Rohan W. Slattery

3. SHARE REDEMPTION SCHEME TERMS

The key aspects of the proposed Share Redemption Scheme are:

(i) The Scheme is voluntary in nature;

(ii) It is available to all A, B and C Shareholders of Kerry Co-Operative Creameries Limited on a recurring basis and it is intended that there will be two events each year, subject to demand;

(iii) Shareholders can decide the quantum of their Kerry Co-Operative Creameries Limited Ordinary Shares they wish to have redeemed (i.e. it can be a full or partial redemption of their holding); the consideration for the redemption will be cash;

(iv) Where the number of Ordinary Shares held by a Shareholder of Kerry Co- Operative Creameries Limited drops below 10 as a result of a Shareholder of Kerry Co-Operative Creameries Limited partaking of this Scheme the remaining Ordinary Shares of the member will be included in the redemption;

(v) Any Kerry Co-Operative Creameries Limited Ordinary Shares redeemed will then be cancelled from the Shareholder’s account;

(vi) Following receipt of share redemption applications from Shareholders and subject to the resolutions being passed at the Special General Meeting, it is intended that a price range will be determined by the Board of Kerry Co-Operative Creameries Limited after taking appropriate advice before going to the market to get the best price available and to protect against volatile movements in the Kerry Group plc. share price. This price range will not be disclosed publicly in advance;

(vii) The value of a Kerry Co-Operative Creameries Limited share will be based

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on a multiplier of 5.9 Kerry Group plc. shares for each Kerry Co-Operative Creameries Limited share; in the event of a bonus issue or rights issue or share splitting by Kerry Group plc. at any time in the future the multiplier will be adjusted by the Board of Kerry Co-Operative Creameries Limited to ensure it achieves the current position;

(viii) Valuation method – Kerry Group plc. shares will have to be sold to redeem the Kerry Co-Operative Creameries Limited Ordinary Shares for cash. The sale will be made through the Kerry Co-Operative Creameries Limited broker in one or more lots through an off-market sale. A maximum of 1 million Kerry Group plc. shares will be offered for sale in any tranche of the Scheme. The price achieved by the broker to fulfil the requirements will be averaged in settling the accounts and the proceeds paid net of Stamp Duty and commissions;

(ix) In the event that the number of Kerry Group plc. shares sold on the market is less than that required to satisfy all redemption applications the Board of Kerry Co-Operative Creameries Limited will scale back applications at its own discretion and thus, redemption applications of Kerry Co-Operative Creameries Limited Ordinary Shares applied for will be reduced on a pro rata basis;

(x) The Irish Revenue Commissioners (“Revenue”) require that a portion of the value received by the Shareholder for the redemption of the Kerry Co- Operative Creameries Limited Ordinary Shares will be withheld by Kerry Co-Operative Creameries Limited and paid over to Revenue to fund Kerry Co-Operative Creameries Limited’s Withholding Tax obligation (the current rate is 20%). Revenue will credit Shareholders with this tax received in settling their tax affairs;

(xi) The Dividend Withholding Tax is not applicable to companies who supply the necessary exemption documentation – see Part IV;

(xii) In the event of more favourable terms being available due to changes in tax laws a new Scheme may be introduced to replace or run in parallel with this Scheme;

(xiii) Should s701 status be restored to Kerry Co-Operative Creameries Limited, the Board reserves the right to have a share exchange;

(xiv) The Scheme will be reviewed annually by the Board of Kerry Co-Operative Creameries Limited who may amend operational elements;

(xv) Once a valid application is submitted by a Shareholder it is binding on the Shareholder and may not be withdrawn;

(xvi) Kerry Co-Operative Creameries Limited reserves the absolute right to inspect all Share Redemption Forms and may consider void and reject any application that does not in the sole judgment of the Society meet the requirements of the Share Redemption Scheme. The Society will not be under any duty to give notification of any defects or irregularities in applications or incur any liability for failure to give any such notification. The Society reserves the right, in its sole discretion, to treat as valid in whole or in part any Share Redemption Form that is not entirely in order or (where required) that is not accompanied by the relevant share certificate(s) and/

or other document(s) of title. In that event, however, the consideration under the Share Redemption Scheme will only be dispatched when the Share Redemption Form is entirely in order, or (as the case may be) the relevant share certificate(s) and/or other documents of title or indemnities satisfactory to the Society has/have been received;

(xvii) All redemptions received in respect of Kerry Co-Operative Creameries Limited Ordinary Shares must be made on a Share Redemption Form delivered to the Company Secretary so as to be received no later than 3.00 p.m. on 5 June 2019;

(xviii) The validity of an application shall be a matter for determination by the Board of Kerry Co-operative Creameries Limited. Furthermore, the Board of Kerry Co-operative Creameries Limited reserves the right to withdraw this Letter of Offer in respect of any application whether deemed valid or otherwise at any time.

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HOW TO APPLY TO

THE SHARE REDEMPTION SCHEME

An application form duly signed and witnessed must be completed and returned (please see application form on page 20). A loose leaf version of this form has been partially prepared for you. If you misplace this form, please call the Kerry Co-Operative Creameries Limited’s HELPLINE (021) - 244 7300 with your Shareholders Reference Number, Name and Address and we will send you a replacement or you can download the form from Kerry Co-Operative Creameries Limited’s website at www.kerryco-op.com. You will need to determine how many Ordinary Shares you wish to redeem and insert this number on the form.

The form will have to be signed by all Shareholders and witnessed by your tax advisor or solicitor accompanied by a copy of photographic identification also stamped by your tax advisor or solicitor and proof of address. You must also submit your Share Certificate - if you cannot locate this, you must apply for a replacement certificate and sign the appropriate indemnity form. If an original certificate is missing – a duplicate certificate needs to be obtained. In order to obtain a duplicate certificate, the Shareholder must complete an

‘Indemnity for Lost Certificate’ form which is available from Kerry Co-Operative Creameries Limited, Share Registration Department, Prince’s Street, Tralee, Co. Kerry.

If the value of the missing certificate is less than €5,000

•• ‘Indemnity for lost Certificate’ form must be signed by the shareholder(s)

•• Photographic ID must be submitted

•• Proof of address must be submitted

•• Administration fee of ¤50 is payable

If the value of the missing certificate is greater than €5,000

• ‘Indemnity for lost Certificate’ form must be signed by the Shareholder(s)

• Form must be countersigned by an insurance company – Aviva Insurance are the only company offering this service at present

• Photographic ID must be submitted

• Proof of address must be submitted

• Administration fee of ¤50

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When you redeem the Ordinary Shares, those Ordinary Shares will be cancelled from your account. A cheque will be prepared for each successful application in the name of the lead Shareholder, you will be notified of the arrangements for its collection and are required to bring the original photographic identification submitted with your application to confirm your identity. Where a Shareholder still holds Ordinary Shares in the Society, we will issue a balancing Share Certificate after the transaction has been completed.

If you require assistance with filling this form you should consult with your advisor, look at Kerry Co-Operative Creameries Limited’s website for Frequently Asked Questions or call Kerry Co-Operative Creameries Limited’s HELPLINE (021) - 244 7300.

The Application Form when completed should be returned by registered post to:

Share Redemption Department,

Kerry Co-Operative Creameries Limited, FBD House,

Dan Spring Road, Tralee,

Co. Kerry.

You will receive a confirmation notice that your form has been received. If the form is not properly completed all the documents will be returned to you for correction and your application will not be considered until validly submitted within the designated time period.

All valid applications shall be binding on the Shareholder and may not be withdrawn.

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PART IV:

ILLUSTRATIVE TAX IMPACT OF THE SHARE REDEMPTION SCHEME

The below sets out illustrative tax calculations for Kerry Co- Operative Creameries Limited Shareholders under the proposed Share Redemption Scheme. Please note that you should consult with an independent adviser for any personal, financial, legal or taxation advice. For demonstration purpose only, the share price is expressed in the range ¤560. All examples assume Shareholder is an Irish Resident. 5 examples are presented here;

1 - ILLUSTRATIVE EXAMPLES

EXAMPLE 1 - REDEMPTION PLAN

• John, Single, 52 - Kerry Co-Op ordinary shares 300

• Income ¤30,000 a year

• Redemption plan - Keep within 20% tax threshold

• Redemption 9 shares = ¤5,040

BEFORE AFTER

Income €30,000 €30,000

Share Redemption 9 shares €0 €5,040

Total Income €30,000 €35,040

Less Tax, PRSI and USC, plus credits €4,573 €6,009

Net Income €25,427 €29,031

On €5,040 redemption

JOHN KEEPS... €3,604 or 72%

• Patrick, Single, 42 - Kerry Co-Op ordinary shares 300

• Annual Income ¤30,000

• Redemption plan - redeem 30 shares

Income €30,000 €30,000

Total Income €30,000 €46,800

Net Income €25,427 €35,139

PATRICK KEEPS... €9,712 or 58%

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• Martin, Single, 70 - Kerry Co-Op ordinary shares 300

• Annual Income State pension ¤12,895 + ¤3,000 dividends

• Redemption plan - utilise all of his unused standard rate band and move into the higher rate to have a nil liability after dividend withholding tax of 20% deducted

Social Welfare Payment €12,895 €12,895

Share Interest €3,000 €3,000

Total Income €15,895 €35,748

Less Tax, PRSI and USC, plus credits €0 €3,971

Net Income €15,895 €31,777

MARTIN KEEPS... €15,882 or 80%

• John & Jane, Married, both 70 - Kerry Co-Op ordinary shares 300

• Annual Income State pension ¤12,895 x 2 + ¤3,000 dividends

• Redemption plan - utilise all of his unused standard rate band and move into the higher rate to have a nil liability after dividend withholding tax of 20% deducted

Social Welfare Payment €25,790 €25,790

Total Income €28,790 €74,220

Less Tax, PRSI and USC, plus credits €0 €9,086

Net Income €28,790 €65,134

COUPLE KEEPS... €36,344 or 80%

• Mark and Lisa, Married, both 55 Kerry Co-Op ordinary shares 100

• Mark’s Income ¤63,500

• Redemption plan - Sell 50 Shares

Income €63,500 €63,500

Total Income €66,500 €94,500

Net Income €50,385 €63,949

COUPLE KEEPS... €13,564 or 48%

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2 - EXEMPTION FROM DIVIDEND WITHHOLDING TAX

In accordance with Dividend Withholding Tax (DWT) regulations, Companies/Charities (see list below) qualifying for exemption must submit a fully completed exemption form with their Share Redemption Application Form to Kerry Co-Operative Creameries Limited to qualify for their exemption in relation to this distribution. Forms are available to download from the Revenue site at www.revenue.ie/en/companies-and-charities/

documents/dwt/dwt-res-v3.pdf or by post from DWT Section, Office of the Revenue Commissioners, Government Offices, Nenagh, Co Tipperary (Telephone 067-33533). Failure to submit the form will result in DWT being deducted from the redemption sum. Your entitlement to reclaim any DWT deducted will

have to be negotiated by you/your adviser with the Revenue Commissioners.

The Following categories may apply:

• An Irish-resident Company

• A Qualifying Employee Share Ownership Trust

• A Pension Scheme

• A Collective Investment Undertaking

• A Charity

• A Body established for the promotion of Athletic or Amateur Games or Sports

• A Designated Broker in relation to Special Portfolio Investment Accounts

• A Qualifying Fund Manager in relation to an Approved Retirement Fund or an Approved Minimum Retirement Fund

• Persons entitled to exemption from income tax under Schedule F by virtue of Section 172C (2) (da)(i) of the Act

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Kerry Co-Operative Creameries Limited.

(the “Society”)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE is hereby given that a Special General Meeting of the Society will be held in the Brandon Hotel, Prince’s Street, Tralee, Co. Kerry, Ireland on 19 June 2019 at 12 Noon (or as soon as practicable, after the Annual General Meeting -convened for 12 Noon on the same date and at the same place - has been concluded or adjourned) for the following purposes:

1. To consider and if thought fit, pass the following as a special resolution:

That Rule 4(h) be amended to allow the Society hold less than 10%

plus one share in Kerry Group plc. as follows: “To hold shares or have an interest in any person, company, society, association or enterprise or to enter into, ratify and implement agreements with any of them for the purchase or acquisition, sale or disposal, of any shares, stocks, debentures, debenture stock or other securities of any company or society including the Society upon such terms and conditions and whether absolutely or contingently as the Board may think fit.”

2. To consider and if thought fit, pass the following as a special resolution:

It is proposed to add the Share Redemption Scheme to the Rule Book so as to ensure that the shares in Kerry Group plc. required to fund the Share Redemption Scheme will be retained for that purpose and also give assurance to Shareholders that the Scheme will continue into the future and be available for all. It will also have the effect of ring-fencing 96.5% of the Kerry Group plc. shares held by Kerry Co-Operative Creameries Limited for all redemptions. The new Rule will be inserted in Part XIII ALLOCATION OF SURPLUS FUNDS AND ASSETS in the rule book as:

“Rule 68 (a): Every member of the Society shall be eligible to apply to have his/her shares redeemed in full or in part in accordance with the Terms of Offer of the Share Redemption Scheme approved by the Society at its AGM in June 2019. The Board of Kerry Co-Operative Creameries Limited shall not take any action to materially alter or discontinue the Scheme without first obtaining approval by way of an ordinary resolution passed by the Shareholders present and entitled to vote and voting at a Special General Meeting for which notice specifying the intention to propose such a resolution has been duly given according to the Rules.”

By Order of the Board ______________________

T. Hunter McGowan Secretary

Registered Office Prince’s Street Tralee

Co. Kerry Ireland

Date: 25 April 2019

Notes:

1. The holders of Ordinary Shares classified as A and B are entitled to attend and vote at the Special General Meeting of the Society.

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SHARE REDEMPTION FORM

Name:

Address:

Shareholder No: No of Kerry Co-Operative Limited shares held Telephone No

I/we, wish to redeem Kerry Co-Operative Creameries Limited Ordinary Shares.

I/we agree to the terms and conditions set out in the Letter of Offer by the Society. I/we confirm that I/we have obtained independent financial legal and tax advice prior to the signature of this Share Redemption Form and furthermore that this Share Redemption is being carried out in good faith by Kerry Co-operative Creameries Limited and that on receipt of monies as may be due, such monies shall be in full and final settlement of any claim

against Kerry Co-operative Creameries Limited and I/we hereby indemnify Kerry Co-operative Creameries Limited fully against all claims, cost or expenses in this regard.

Signature of Shareholder / Joint Shareholders

1.

2.

3.

4.

5.

6. Witnessed by:

Solicitor/Tax Advisor

Official Stamp of Witness:

Attached to this form are:

1. Share Certificate

2. Copy of photographic identification (Driving Licence or Passport) stamped by your Tax Advisor or Solicitor

3. Proof of address no more than 6 months old (e.g. Utility bill, bank statement, Revenue Commissioners correspondence)

Please Note: This Share Redemption Form relates specifically to the proposed Initial Redemption only

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.