DEL MONTE PACIFIC LI

D03
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REPL::Annual General Meeting::Voluntary

08/17/2021 | 02:13am

CORRIGENDUM TO THE NOTICE OF ANNUAL GENERAL MEETING

AND PROXY FORM

The Board of Directors (the "Board") of Del Monte Pacific Limited (the "Company") refers to the Company's Annual General Meeting ("AGM") to be held on 27 August 2021 at 10:00 a.m., and:

  1. the Notice of AGM dated 29 July 2021 published on SGXNet (the "AGM Notice");
  2. Proxy Form for the AGM (the "Proxy Form") published on SGXNet together with the AGM Notice; and
  3. the announcement dated 29 July 2021 published on SGXNet in respect of the upcoming AGM including announcement of the same date on additional information on participation in the AGM.

Subsequent to the publication of the Annual Report for FY2021, the AGM Notice and Proxy Form, we had been advised by the SGX-ST that the proper interpretation for Rule210(5)(d)(iii) is that the continued appointment of any independent director after an aggregate period of more than 9 years on the Board must be sought and approved by Shareholders before 1 January 2022.

Accordingly, the Shareholders' attention is drawn to the following changes (the "Amendments") to the AGM Notice and Proxy Form:

To the AGM Notice

Item 3 of the AGM Notice shall be amended to change Resolution 4 to Resolution 4(a) and immediately after Resolution 4(a), to add Resolutions 5(a), 4(b), 5(b), 4(c) and 5(c) as follows:

1. (i) That contingent upon the passing of Ordinary Resolution 3 above, pursuant to Rule 210(5)(d)(iii) of the Listing Manual of the SGX-ST, shareholders to approve Mr. Godfrey E. Scotchbrook's ("Mr. Scotchbrook") continued appointment as an Independent Director, this Resolution to remain in force until the earlier of Mr. Scotchbrook's retirement or resignation;

or the conclusion of the third AGM following the passing of this Resolution. [See Explanatory Note (ii)]

[Resolution 4(a)]

  1. That contingent upon the passing of Ordinary Resolutions 3 and 4(a) above, pursuant to Rule 210(5)(d)(iii) of the Listing Manual of the SGX-ST, shareholders (excluding the Directors and the Chief Executive Officer ("CEO") of the Company, and associates of such Directors and CEO) to approve Mr. Scotchbrook's continued appointment as an Independent Director, this Resolution to remain in force until the earlier of Mr. Scotchbrook's retirement or resignation; or the conclusion of the third AGM following the passing of this Resolution.
    [See Explanatory Note (ii)]

[Resolution 5(a)]

  1. Pursuant to Rule 210(5)(d)(iii) of the Listing Manual of the SGX-ST, shareholders to approve Mr. Benedict Kwek Gim Song's ("Mr. Kwek") continued appointment as an

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Independent Director, this Resolution to remain in force until the earlier of Mr. Kwek's retirement or resignation, or the conclusion of the third AGM following the passing of this Resolution. [See Explanatory Note (ii)]

[Resolution 4(b)]

  1. That contingent upon the passing of Ordinary Resolution 4(b) above pursuant to Rule 210(5)(d)(iii) of the Listing Manual of the SGX-ST, shareholders (excluding the Directors and the Chief Executive Officer ("CEO") of the Company, and associates of such Directors and CEO) to approve Mr. Kwek's continued appointment as an Independent Director, this Resolution to remain in force until the earlier of Mr. Kwek's retirement or resignation; or the conclusion of the third AGM following the passing of this Resolution.
    [See Explanatory Note (ii)]

[Resolution 5(b)]

  1. Pursuant to Rule 210(5)(d)(iii) of the Listing Manual of the SGX-ST, shareholders to approve Dr. Emil Q. Javier's ("Dr. Javier") continued appointment as an Independent Director, this Resolution to remain in force until the earlier of Dr. Javier's retirement or resignation; or the conclusion of the third AGM following the passing of this Resolution.
    [See Explanatory Note (ii)]

[Resolution 4(c)]

  1. That contingent upon the passing of Ordinary Resolution 4(c) above pursuant to Rule 210(5)(d)(iii) of the Listing Manual of the SGX-ST, shareholders (excluding the Directors and the Chief Executive Officer ("CEO") of the Company, and associates of such Directors and CEO) to approve Dr. Javier's continued appointment as an Independent Director, this Resolution to remain in force until the earlier of Dr. Javier's retirement or resignation; or the conclusion of the third AGM following the passing of this Resolution.
    [See Explanatory Note (ii)]

[Resolution 5(c)]

2. Explanatory Note (ii) for Resolutions 4(a), 5(a), 4(b), 5(b), 4(c) and 5(c) shall be amended to read as follows:

  1. The Ordinary Resolutions 4(a) to 4(c) and 5(a) to 5(c) - On 6 August 2018, the SGX-ST amended the Listing Manual following the publication of the Code of Corporate Governance 2018 by the Monetary Authority of Singapore. As part of the amendments to the Code of Corporate Governance 2018, certain guidelines from the Code of Corporate Governance 2012 were shifted into the Listing Manual for mandatory compliance. On 28 November 2018, the SGX-ST issued the Transitional Practice Note 3 to establish transitional arrangement for certain guidelines shifted into the Listing Manual.

Pursuant thereto and in respect of Rule 210(5)(d)(iii) of the Listing Manual, to ensure that the independence designation of a director who has served for more than 9 years as at and from 1 January 2022 is not affected, the Company is seeking to obtain shareholders' approvals for Messrs. Godfrey E. Scotchbrook, Benedict Kwek Gim Song and Emil Q. Javier's continued appointment as independent directors, as they have served for more than 9 years on the Board of the Company.

Rule 210(5)(d)(iii) provides that continued appointment as independent director, after an aggregate period of more than 9 years on the Board, must be sought and approved in separate resolutions by (a) all shareholders and (b) shareholders excluding directors, CEO and their associates.

The bio data of Directors seeking approval to remain as Independent Directors are set out below for the Shareholders' reference:

Mr. Benedict Kwek Gim Song

Lead Independent Director, 74

Appointed on 30 April 2007 and last re-appointed on 17 September 2020

Appointed as Lead Independent Director on 11 September 2013

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Mr. Benedict Kwek Gim Song is a Director of Del Monte Foods, Inc., DMPL's US subsidiary. Mr Kwek was Chairman of previously SGX-listed Pacific Shipping Trust from 2008 to 2012. He was also a Director and Chairman of the Audit Committee of listed companies including Ascendas REIT. He has over 30 years of banking experience, having served as the President and CEO of Keppel TatLee Bank. He has held various key positions at Citibank in the Philippines, Hong Kong, New York and Singapore. He holds a Bachelor of Social Science (Economics) degree from the then University of Singapore and attended a management development program at Columbia University in the United States.

Dr. Emil Q. Javier

Independent Director, 80

Appointed on 30 April 2007 and last re-appointed on 28 August 2019

Dr. Emil Q. Javier was recently conferred the rank of National Scientist by the President of the Philippines, the highest honor given by the President to a Filipino in the field of science and technology. Dr. Javier is a Filipino agronomist with a broad understanding of developing country agriculture. He was the first and only developing country scientist to Chair the Technical Advisory Committee of the prestigious Consultative Group for International Agricultural Research (CGIAR), a global consortium led by the World Bank and the Food and Agriculture Organization of the United Nations (FAO). He was Director General of the Asian Vegetable Research and Development Center (AVRDC) based in Taiwan and has served as Chairman of the Board of International Rice Research Institute (IRRI), and as Chairman and Acting Director of the Southeast Asian Regional Center for Graduate Study and Research in Agriculture (SEARCA). In the Philippines at various periods, he had been President of the University of the Philippines, Minister for Science and Technology and President of the National Academy of Science and Technology, Philippines. Dr. Javier is an Independent Director of Del Monte Foods, Inc., DMPL's US subsidiary, and of Del Monte Philippines, Inc., DMPL's Philippine subsidiary, and is an Independent Director of Philippine-listed Centro Escolar University. He holds doctorate and master's degrees in plant breeding and agronomy from Cornell University and University of Illinois at Urbana-Champaign, respectively. He completed his bachelor's degree in agriculture at the University of the Philippines Los Baños.

Please refer to Explanatory Note (i) for Mr. Godfrey E. Scotchbrook's bio data.

To the Proxy Form

  1. Resolution 4 shall be amended as Resolution 4(a)
  2. Resolutions 4(b) and 4(c) shall be inserted immediately after Resolution 4(a) in the Proxy Form and shall be read as:

4(b) Approval of Mr. Benedict Kwek Gim Song's continued appointment as an Independent Director by shareholders

4(c) Approval of Dr. Emil Q. Javier's continued appointment as an Independent Director by shareholders

  1. Resolution 5 shall be amended to read as Resolution 5(a).
  2. Resolutions 5(b) and 5(c) shall be inserted immediately after Resolution 5(a) in the Proxy Form and shall read as follows:

5(b) Approval of Mr. Benedict Kwek Gim Song's continued appointment as an Independent Director by shareholders (excluding the Directors, Chief Executive Officer, and their associates)

5(c) Approval of Dr. Emil Q. Javier's continued appointment as an Independent Director by shareholders (excluding the Directors, Chief Executive Officer, and their associates)

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Save for the Amendments, all other details set out in the AGM Notice and the Proxy Form remain unchanged.

The Amendments have been reflected in the electronic versions of the updated AGM Notice and updated Proxy Form, which have been uploaded on the website of the Singapore Exchange Securities Trading Limited at https://www.sgx.com/securities/company-announcementsand the Company's website at https://www.delmontepacific.com/investors/shareholder-centre#Notice_of_AGM.

BY ORDER OF THE

BOARD

Antonio Eugenio S. Ungson

Company Secretary

17 August 2021

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Disclaimer

Del Monte Pacific Limited published this content on 17 August 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 August 2021 06:12:06 UTC.

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