PureCircle Limited. (Incorporated and registered in Bermuda with registered number 40431) Notice of Annual General Meeting

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1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document and/or the action you should take, you are recommended to consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000, as amended, if you are in the United Kingdom or, if not, another appropriately authorised independent adviser, immediately. If you have sold or otherwise transferred all your holding of Ordinary Shares or Depositary Interests you should immediately forward this document, including the accompanying documents, as soon as possible to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you have sold or otherwise transferred some only of your holding of Ordinary Shares or Depositary Interests you should contact the bank, stockbroker or other agent through whom the sale or transfer was effected. Your attention is drawn to the letter from the Chairman of the Company, which contains a unanimous recommendation from the Directors that you vote in favour of the Resolutions to be proposed at the Annual General Meeting. PureCircle Limited (Incorporated and registered in Bermuda with registered number 40431) Notice of Annual General Meeting to be held on 1 December 2017 at 9.00 a.m. GMT at Unit 135, Wharfedale Road, Winnersh Triangle, Berkshire, RG41 5RB Notice of the 2017 Annual General Meeting of PureCircle Limited, which is to be held at Unit 135, Wharfedale Road, Winnersh Triangle, Berkshire RG41 5RB on 1 December 2017 at 9.00 a.m. GMT, is set out on pages 3 to 5 of this document. Enclosed with this document is a Form of Proxy (for holders of Ordinary Shares). Holders of Depositary Interests will be sent a Form of Instruction for use in connection with the Annual General Meeting. Shareholders and holders of Depositary Interests are requested to complete and return the Form of Proxy, or Form of Instruction, as appropriate, whether or not they intend to be present at the Annual General Meeting. To be valid, the Form of Proxy should be completed and signed in accordance with the instructions printed on it and returned to the Company's registrars, Computershare Investor Services (Jersey) Limited c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY as soon as possible and in any event no later than 9.00 a.m. GMT on 29 November Alternatively, Shareholders who hold their shares in certificated form may appoint a proxy by utilising the Computershare electronic proxy service as explained on page 6 of this document. The completion and return of a Form of Proxy will not preclude a Shareholder from attending and voting at the Annual General Meeting. Holders of Depositary Interests wishing to vote on the Resolutions to be proposed at the Annual General Meeting are required to instruct Computershare Investor Services PLC, the Depositary, to vote on their behalf, either in person or by proxy, in accordance with the Form of Instruction. The completed and signed Form of Instruction must be received by The Depositary, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY as soon as possible and in any event so as to arrive no later than 9.00 a.m GMT on 28 November Alternatively, Depositary Interest holders may instruct the Depositary how to vote by utilising the CREST electronic voting service as explained on pages 6 and 7 of this document.

2 LETTER FROM THE CHAIRMAN OF PURECIRCLE LIMITED (Incorporated in Bermuda with registered number 40431) Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda 18 October 2017 Directors: Paul Selway-Swift Magomet Malsagov Rakesh Sinha Christopher Pratt Mitch Adamek John Gibney John Slosar Guy Wollaert (Non-Executive Chairman) (Chief Executive Officer) (Chief Financial Officer) (Senior Independent Non-Executive Director) (Non-Executive Director) (Non-Executive Director) (Non-Executive Director) (Non-Executive Director) To Shareholders and holders of Depositary Interests and, for information only, to the holders of options over Ordinary Shares Dear Shareholder, It gives me great pleasure to invite you to attend the 2017 Annual General Meeting ("AGM") of PureCircle Limited, which we are holding at Unit 135, Wharfedale Road, Winnersh Triangle, Berkshire RG41 5RB at 9.00 a.m. GMT on 1 December You will find at the end of this document instructions on how to find the meeting venue. This document includes the notice of the Annual General Meeting which sets out the Resolutions on which Shareholders are being asked to vote. All Resolutions to be put to the vote at the AGM will be decided on a show of hands unless a poll is demanded. An explanation of the business to be conducted at the meeting is included in appendix 1 on pages 9 to 11 of this document. The AGM provides Shareholders with an opportunity to communicate with the Board and I hope that you will find time to attend the meeting. I would also encourage Shareholders and holders of Depositary Interests to exercise their right to vote on the business of the Meeting in the following ways: Shareholders who hold their shares in certificated form will find enclosed with this document a Form of Proxy. Whether or not you intend to be present at the AGM, such Shareholders are requested to complete the Form of Proxy in accordance with the instructions printed on it and return it as soon as possible and in any case so as to be received by Computershare Investor Services (Jersey) Limited c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY, as soon as possible and, in any event, no later than 9.00 a.m. GMT on 29 November Alternatively, Shareholders who hold their shares in certificated form may appoint a proxy by utilising the Computershare electronic proxy service as explained on page 6 of this document. The completion and return of a Form of Proxy will not prevent such Shareholders from attending the AGM and voting in person if they wish to do so; and 1

3 holders of Depositary Interests will be sent a Form of Instruction which may be used to instruct the Depositary, how to vote the number of Ordinary Shares in the Company represented by their Depositary Interests. Holders of Depositary Interests are requested to complete the Form of Instruction in accordance with the instructions provided on it and return it as soon as possible and in any case so as to be received by The Depositary, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY no later than 9.00 a.m. GMT on 28 November Alternatively, Depositary Interest holders may instruct the Depositary how to vote by utilising the CREST electronic service as explained on pages 6 and 7 of this document. Your Board considers that the proposals described in this document are in the best interests of the Company and its Shareholders and holders of Depositary Interests as a whole and your Board unanimously recommends that Shareholders and holders of Depositary Interests vote in favour of all the Resolutions. Also enclosed with this document is a copy of our Annual Report, which I hope you will find to be informative. I hope you will be able to attend the Annual General Meeting and I look forward to seeing you then. Yours sincerely Paul Selway-Swift Chairman 2

4 NOTICE OF ANNUAL GENERAL MEETING PURECIRCLE LIMITED Notice is hereby given that the Annual General Meeting of PureCircle will be held at Unit 135, Wharfedale Road, Winnersh Triangle, Berkshire RG41 5RB at 9.00 a.m. GMT on 1 December 2017 to consider and, if thought fit, pass the following Resolutions of which 1 to 14 will be proposed as ordinary resolutions and 15 and 16 will be proposed as special resolutions. 1. Report and Accounts THAT the Audited Accounts of the Company for the year ended 30 June 2017, together with the Directors' report and the Auditors' report thereon, be received and adopted. 2. Directors' remuneration report THAT the Directors' remuneration report, as included in the Annual Report, for the year ended 30 June 2017, be approved. 3. Appointment of Auditors THAT PricewaterhouseCoopers LLP (the "Auditors"), be re-appointed as auditors of the Company, to hold office until the conclusion of the next general meeting of the Company at which accounts are laid. 4. Remuneration of Auditors THAT the Directors be authorised to set the remuneration of the Auditors. Election and re-election of Directors 5. THAT Mr John Slosar be elected as a Director. 6. THAT Mr Paul Selway-Swift be re-elected as a Director. 7. THAT Mr Magomet Malsagov be re-elected as a Director. 8. THAT Mr Rakesh Sinha be re-elected as a Director. 9. THAT Mr Christopher Pratt be re-elected as a Director. 10. THAT Mr Mitch Adamek be re-elected as a Director. 11. THAT Mr John Gibney be re-elected as a Director. 12. THAT Mr Guy Wollaert be re-elected as a Director. 13. Approval of the PureCircle Long Term Incentive Plan 2017 THAT (a) the rules of the PureCircle Limited Long Term Incentive Plan 2017 (the "LTIP") referred to on page 9, and summarised in appendix 2 to this Notice of Annual General Meeting dated 18 October 2017, and produced in draft to this meeting and, for the purposes of identification, initialled by the Chairman, be approved and adopted and the Directors be authorised to: (i) do all such acts and things as they may consider appropriate to implement the LTIP; and 3

5 (ii) establish further plans or schedules to the LTIP based on the LTIP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further plans and schedules are treated as counting against the limits on individual or overall participation in the LTIP; and (b) the Directors of the Company be authorised to vote as Directors and be counted in the quorum on any matter connected with the LTIP notwithstanding that they may be interested in the same save that no Director may vote or be counted in a quorum on any matter solely concerning his own participation in the LTIP and any prohibition on voting by interested Directors contained in the Bye-Laws of the Company be hereby relaxed to that extent. 14. Authority to allot shares THAT: (a) in accordance with Bye-Law 2 of the Company's Bye-Laws and in substitution for all previous unutilised authorities: (i) (ii) the Directors be authorised to allot equity securities up to an aggregate nominal amount of US$5,808,000; and further the Directors be authorised to allot equity securities up to an additional aggregate nominal amount of US$5,808,000 in connection with a Rights Issue; (b) this authority shall expire at the conclusion of the Annual General Meeting of the Company in 2018 or on 31 December 2018, whichever is the earlier, provided that the Company may, before such expiry, make an offer or agreement that would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the authority conferred by this resolution had not expired. For the purposes of this Resolution 14: (a) (b) "equity securities" has the meaning given to it in Bye-Law 1 of the Company's Bye-Laws; and "Rights Issue" means an offer or issue of equity securities in connection with an offer or issue to or in favour of holders on the register of members of the Company on a date fixed by the Directors where the equity securities respectively attributable to the interests of all those holders are proportionate (as nearly as practicable) to the respective numbers of shares held by them on that date but the Directors may make such exclusions or other arrangements as they consider expedient in relation to treasury shares, fractional entitlements, legal or practical problems under the laws of, or the requirements of any relevant regulatory body or stock exchange in, any territory or any matter whatsoever. 15. Disapplication of pre-emption rights THAT: (a) subject to the passing of Resolution 14 set out in the notice of this Annual General meeting and in substitution for all previous powers granted to the Directors, in accordance with Bye-Law 2.4 of the Company's Bye-Laws the Directors be given power to allot for cash equity securities (as defined in Bye-Law 1 of the Company's Bye-Laws) pursuant to the general authority conferred on them by Resolution 14 above as if Bye-Law 2.3 of those Bye-Laws did not apply to the allotment but this power shall be limited: 4

6 (i) (ii) to the allotment of equity securities in connection with an offer or issue (but in the case of the authority granted under Resolution 14(a)(ii) by way of a Rights Issue only) to or in favour of holders on the register of members of the Company on a date fixed by the Directors where the equity securities respectively attributable to the interests of all those holders are proportionate (as nearly as practicable) to the respective numbers of shares held by them on that date but the Directors may make such exclusions or other arrangements as they consider expedient in relation to treasury shares, fractional entitlements, legal or practical problems under the laws of, or the requirements of any relevant regulatory body or stock exchange in, any territory or any matter whatsoever; and to the allotment (other than under (i) above) of equity securities having a nominal amount not exceeding in aggregate US$871,000; (b) this power shall expire at the conclusion of the Annual General Meeting of the Company in 2018 or on 31 December 2018, whichever is the earlier save that the Company may, before such expiry, make any offer or agreement that would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the power conferred by this resolution had not expired. 16. Disapplication of pre-emption rights in connection with an acquisition or specified capital investment THAT, subject to the passing of Resolutions 14 and 15 set out in the notice of this Annual General Meeting and, in addition to the power given by Resolution 15, but in substitution for all previous powers granted to the Directors in accordance with Bye-Law 2.4 of the Company's Bye-Laws, the Directors be given power to allot for cash equity securities (as defined by Bye-Law 1 of the Company's Bye-Laws), pursuant to the general authority conferred on them by Resolution 14 set out in the notice of this Annual General Meeting as if Bye-Law 2.3 of the Bye-Laws did not apply to the allotment but this power: (a) (b) (c) shall be limited to the allotment of equity securities for cash otherwise than pursuant to the said Resolution 15, up to an aggregate nominal amount of US$871,000, shall be used only for the purposes of financing (or refinancing, if the authority is to be used within six months of the original transaction) a transaction which the Directors have determined to be 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 this notice, or for any other purposes as the Company in general meeting may at any time by special resolution determine; and shall expire at the conclusion of the Annual General Meeting of the Company in 2018 or on 31 December 2018, whichever is the earlier, save that the Company may before such expiry make any offer or agreement that would or might require equity securities to be allotted, after such expiry and the Directors may allot equity securities, in pursuance of any such offer or agreement as if the power conferred by this resolution had not expired. By order of the Board Conyers Corporate Services (Bermuda) Limited Company Secretary 18 October 2017 Registered Office: Clarendon House 2 Church Street Hamilton HM11 Bermuda 5

7 Notes: 1. Eligibility to vote: Only those members registered in the register of members of the Company as at 6:00 p.m. two working days before the Annual General Meeting shall be entitled to attend or vote at the meeting in respect of the number of shares registered in their respective names at that time. Changes to entries on the register of members after that time will be disregarded in determining the rights of any person to attend or vote at the meeting. If the meeting is adjourned to a time not more than 48 hours after the specified time applicable to the original meeting, that time will also apply for the purposes of determining the entitlement of members to attend and vote (and for the purposes of determining the number of votes that they may cast) at the adjourned meeting. If however, the meeting is adjourned for a longer period then, to be so entitled, members must be entered on the Company's register of members as at the time which is 48 hours before the time fixed for the adjourned meeting. 2. Proxies: Registered members of the Company may vote at the meeting (whether by show of hands or poll) in person or by proxy or corporate representative. A member may appoint one or more persons as his proxy to attend and vote at the meeting on his behalf. Where more than one proxy is appointed the instrument of proxy must specify the number of shares each proxy is entitled to vote. The instrument appointing the proxy must be executed in substantially the same form as the Form of Proxy accompanying this Notice by the member or, in the case of a corporation, by the officer or other person duly authorised so to do. The instrument of proxy must be delivered in person or by mail, courier, facsimile or electronic file no later than 48 hours before the time fixed for the meeting or adjourned meeting. The appointment of a proxy will not affect the right of a member to attend and vote in person at the meeting or adjourned meeting. A member that is a corporation may appoint a representative to attend and vote on its behalf at the meeting by delivering evidence of such appointment in person or by mail courier, facsimile or electronic file no later than 48 hours before the time fixed for the meeting or adjourned meeting. Proxies may also be appointed electronically by going to In the case of joint shareholders, the vote of the first named in the register of members of the Company who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders. When two or more valid but differing proxy appointments are received in respect of the same share for use at the same meeting or poll, the one which is last received (regardless of its date or the date of its signature) shall be treated as replacing and revoking the other as regards that share. If the Company is unable to determine which was last received, none of them shall be treated as valid in respect of that share. In the case of a member which is a company, the form of proxy must be executed under its common seal or signed on its behalf by an officer, the secretary, attorney or other person authorised to sign it. Any power of attorney or other authority under which the form of proxy is signed (or a duly certified copy of such a power or authority) must be included with the form of proxy. Instruments of proxy or proof of appointment of representative should be delivered by post to Computershare Investor Services (Jersey) Limited, c/o The Pavilions, Bridgwater Road Bristol, BS99 6ZY. 3. Votes withheld: The Company has included on the Form of Proxy and the Form of Instruction a 'Vote Withheld' option in order to enable shareholders to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' or 'Against' the particular resolution. 4. Depositary Interests: Holders of Depositary Interests should complete and sign the Form of Instruction and return it by the time and in accordance with the instructions set out in the Form of Instruction. Alternatively holders of Depositary Interests can vote using the CREST system. Holders of Depositary Interests in CREST may transmit voting instructions by utilising the CREST voting service in accordance with the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider, who will be able to take appropriate action on their behalf. 6

8 In order for instructions made using the CREST voting service to be valid, the appropriate CREST message (a "CREST Voting Instruction") must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual (available via To be effective, the CREST Voting Instruction must be transmitted so as to be received by the Company's agent (3RA50) no later than 9.a.m. GMT on 28 November For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the CREST Voting Instruction by the CREST application host) from which the Company's agent is able to retrieve the CREST Voting Instruction by enquiry to CREST in the manner prescribed by CREST. Holders of Depositary Interests in CREST and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal systems timings and limitations will therefore apply in relation to the transmission of CREST Voting Instructions. It is the responsibility of the Depositary Interest holder concerned to take (or, if the Depositary Interest holder is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a CREST Voting Instruction is transmitted by means of the CREST voting service by any particular time. In this connection, Depositary Interest holders and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Voting Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations After the Depositary has received instructions on how to vote on the Resolutions from the Depositary Interest holders, it will complete a Form of Proxy reflecting such instructions and send the Form of Proxy to Computershare Investor Services (Jersey) Limited in accordance with note 2 above. If you hold your shares via the Depositary Interest arrangement and would like to attend the Annual General Meeting, please contact the Depositary, contact details of which are set out in the Form of Instruction. 5. Entry to the meeting: To facilitate entry to the meeting, Shareholders are requested to bring with them the Attendance Card which is attached to the Form of Proxy. Mobile phones may not be used at the meeting venue, and cameras, tape or video recorders are not permitted at the meeting venue. 6. Questions: Any Shareholder or holder of Depositary Interests attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if: (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; (b) the answer has already been given; or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered. 7. Website: A copy of this Notice of Annual General Meeting can be found at 8. Share capital: As at 12 October 2017 (being the last practicable date prior to the publication of this Notice of Annual General Meeting), the Company's issued share capital consists of 174,241,752 Ordinary Shares. None of the Ordinary Shares are held in treasury. Each Ordinary Share, other than treasury shares, carries one vote. Therefore, the total number of shares in the Company as at 12 October 2017 with voting rights is 174,241, Results of voting: As soon as practicable following the Annual General Meeting, the results of the voting at the Annual General Meeting and the numbers of proxy votes cast for and against and the number of votes withheld in respect of each of the Resolutions will be announced via a Regulatory Information Service and will also be placed on the Company's website at 7

9 10. Documents available for inspection: The following documents are available for inspection at the Company's registered office during normal business hours and will also be made available at the venue for the Annual General Meeting: (a) the Bye-Laws of the Company; (b) the audited accounts of the Company for the financial year ended 30 June 2017; (c) (d) the draft rules of the PureCircle Long Term Incentive Plan 2017; and the service contracts and letters of appointment (as appropriate), for each of the Directors. 8

10 APPENDIX 1 Explanatory Notes to the Resolutions The notes on the following pages give an explanation of the Resolutions. Resolutions 1 to 14 are to be proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than 50 per cent of the votes cast must be in favour of the resolution. Resolutions 15 and 16 are to be proposed as special resolutions. This means that for each of those Resolutions to be passed, not less than 75 per cent of the votes cast must be in favour of each of the Resolutions. Company accounts and reports of the Directors and Auditors (Resolution 1) The first item of business is the requirement for Shareholders to receive and adopt the Company's Accounts and the Reports of the Directors and Auditors for the financial period ended 30 June 2017 ("Annual Report"). The Annual Report is available to view, print or download on the Company's website at Directors' remuneration report (Resolution 2) Shareholders will be asked to approve the Directors' remuneration report as included in the Annual Report for the year ended 30 June 2017 (the "Remuneration Report"). The Remuneration Report is subject to approval by Shareholders on an annual basis. This resolution is being proposed as an advisory resolution. Appointment of PricewaterhouseCoopers LLP as auditors (Resolution 3) The Board proposes that PricewaterhouseCoopers LLP be re-appointed as auditors of the Company for the financial year ending 30 June 2018 to hold office until the conclusion of the next annual general meeting. Remuneration of the auditors (Resolution 4) Resolution 4 will, if passed, authorise the Board to set the remuneration of the auditors. Election and re-election of Directors (Resolutions 5-12) Any Director appointed during the year is required to be elected to the Board at the first annual general meeting following his or her appointment. Since John Slosar was appointed during the year a resolution will be proposed at the meeting to elect him as a Director. In addition, under Bye-Law 41, one third of the Directors are due to retire and are eligible for reelection at the Annual General Meeting. However, in accordance with the UK Corporate Governance Code, all of the Directors (in addition to John Slosar) will offer themselves for reelection at the Annual General Meeting. Biographical details of each Director can be found in the Annual Report. The Chairman and the Board have considered the individual skills, experience and attributes of each Director. The Board considers that the composition of the Board is well balanced and therefore recommends the re-election of each Director at the AGM. Additionally, and in accordance with the UK Corporate Governance Code, the Chairman has confirmed in respect of all the Non-Executive Directors offering themselves for re-election at the AGM that their performance continues to be effective and that they demonstrate commitment to the role. Approval of the PureCircle Long Term Incentive Plan 2017 (Resolution 13) The Company s existing Long Term Incentive Plan approved by the Board in June 2008 (the "2008 LTIP") will expire in June 2018, the tenth anniversary of its adoption. The Remuneration 9

11 Committee of the Board of Directors considers the provision of long-term share incentive awards to be an important and integral part of the compensation package offered to Executive Directors of the Company and to other members of the Company's senior management team, assisting with the recruitment and the retention, motivation and incentivisation of key staff, whilst promoting the alignment of interests between employees and the Company's shareholders. We are, therefore seeking Shareholder approval to introduce a replacement plan called the PureCircle Limited Long Term Incentive Plan 2017 (the "LTIP"). The LTIP is substantially similar to the existing plan, but has been up-dated in many core areas to reflect current best practice; in particular, to include malus and clawback provisions, dividend equivalents and terms that will allow the Remuneration Committee to impose a holding period on shares acquired under the plan. No new awards will be granted under the 2008 LTIP after the 2017 Annual General Meeting, subject to the approval of the new LTIP. A summary of the principal terms of the new LTIP is set out in appendix 2 on pages 12 to 16 of this document. Authority to allot shares (Resolution 14) Authority is being sought to allot equity securities of the Company up to a maximum nominal amount of US$5,808,000 and an additional nominal amount of US$5,808,000 in connection with a Rights Issue, in accordance with the institutional guidelines issued by the Investment Association. The proposed new authority will allow the Directors to allot equity securities equal to an amount of up to one third of the Company's existing ordinary issued share capital plus, in the case of a fully pre-emptive Rights Issue only, a further amount of up to an additional one third of the Company's existing issued ordinary share capital. The proposed new authority will expire at the conclusion of the Annual General Meeting of the Company to be held in 2018 or, if earlier, on 31 December It is the current intention to renew this authority annually. The Directors have no present intention to allot shares other than in connection with employee share schemes. Disapplication of Pre-emption Rights (Resolution 15) The Directors of the Company require a power from Shareholders to allot equity securities for cash otherwise than to existing shareholders pro rata to their holdings. Accordingly, Resolution 15 will be proposed as a special resolution to grant such a power. Apart from offers or invitations in proportion to the respective number of shares held, the power will be limited to the allotment of equity securities for cash up to an aggregate nominal amount of US$871,000 (being approximately five per cent of the Company's issued ordinary share capital, excluding treasury shares, at 12 October 2017, the latest practicable date prior to publication of this Notice of Annual General Meeting). If given, this power will expire at the conclusion of the Annual General Meeting of the Company in 2018 or on 31 December 2018, whichever is the earlier to occur. The authority that Shareholders are being asked to approve is consistent with the guidelines of the United Kingdom Pre-Emption Group, which reflects the views of the Investment Association. The Directors have no present intention of exercising this authority, however the Directors consider the authority to be appropriate in order to retain maximum flexibility to take advantage of business opportunities as they arise. Disapplication of Pre-emption Rights in connection with an acquisition or specified capital investment (Resolution 16) The Directors are also seeking a further power from Shareholders to allot equity securities for cash otherwise than to existing Shareholders pro rata to their holdings, to reflect the Pre-emption Group 2015 Statement of Principles for the disapplication of pre-emption rights (the "Statement of Principles"). Accordingly, Resolution 16 will be proposed as a special resolution to grant such a power. The power will be limited to the allotment of equity securities for cash up to an aggregate nominal value of US$871,000 (being approximately five per cent of the Company's issued ordinary share capital, excluding treasury shares, at 12 October 2017, the latest practicable date prior to publication of this Notice of Annual General Meeting). This is in addition to the five per cent referred to in Resolution 15. If given, this power will expire on 31 December 2018 or at the 10

12 conclusion of the Annual General Meeting in 2018, whichever is the earlier. The Directors will have due regard to the Statement of Principles in relation to any exercise of this power and in particular they confirm that they intend to use this power only in connection with an acquisition or specified capital investment (within the meaning of the Statement of Principles from time to time) which is announced contemporaneously with the issue, or which has taken place in the preceding six month period and is disclosed in the announcement of the issue or for any other purposes as the Company in general meeting may at any time by special resolution determine. The Directors have no current intention of exercising this authority but wish to retain flexibility for the Company. 11

13 APPENDIX 2 Summary of the principal terms of the PureCircle Limited Long Term Incentive Plan 2017 (the "LTIP") Operation The Remuneration Committee of the Board of Directors of the Company (the "Committee") will supervise the operation of the LTIP. Eligibility Any employee (including an Executive Director) of the Company and its subsidiaries will be eligible to participate in the LTIP at the discretion of the Committee. Grant of awards The Committee may grant awards to acquire ordinary shares in the Company ("Shares") within 42 days of shareholder approval of the LTIP, the Company's announcement of its results for any period, the date of any annual general meeting of the Company or at any other time when the Committee considers there are sufficiently exceptional circumstances which justify the granting of awards. The Committee may grant awards as conditional shares, forfeitable share awards, nil (or nominal) cost options or as options with an exercise price that is determined by the Committee, in its discretion, on or prior to grant. The Committee may also decide to grant cash-based awards of an equivalent value to share-based awards or to satisfy share-based awards in cash. An award may not be granted more than 10 years after shareholder approval of the LTIP. No payment is required for the grant of an award. Awards are not transferable, except on death. Awards are not pensionable. Individual limit The total market value of shares that may be awarded to an employee (including an Executive Director) under the LTIP in respect of a relevant financial year shall not normally exceed 260 per cent. of his salary for the relevant financial year. Performance conditions The grant and/or vesting of awards may be subject to the satisfaction of performance conditions to be measured over a fixed measurement period as set and determined by the Committee on or prior to grant. The performance conditions applying to awards shall be determined and set by the Committee on or prior to grant and shall be subject to both stretching and demanding performance measures and targets, with a portion of the award vesting for achievement of threshold, target and stretch performance, as determined by the Committee. Performance conditions will normally include a mix of challenging strategic, financial and/or personal performance measures. It is currently intended that all awards to Executive Directors shall be subject to performance conditions; however, if the Committee determines that the circumstances are, in its opinion, sufficiently exceptional, the Committee may grant an award that is not subject to any performance conditions. The Committee shall have full discretion to determine whether any performance condition has been satisfied (whether fully or partially) or exceeded and in making any such determination, the 12

14 Committee shall have the right to make reference to (among others) the audited results of the Company or the Company's group (as the case may be) and to take into account such factors as the Committee may determine to be relevant such as changes in accounting methods, taxes and extraordinary events. The Committee may, acting fairly and reasonably, amend, vary or waive any performance condition and/or vesting schedule if an event has occurred which causes the Committee to reasonably believe that it would be appropriate to waive, vary or amend such performance condition and/or vesting schedule. Any varied or amended condition must not be materially less challenging than the original condition, in the reasonable opinion of the Committee. Vesting of awards Awards to the Company's Executive Directors will normally vest three years after grant provided the participant is still a director or employee within the Company's group and, if a performance condition applies, to the extent that the condition has been satisfied. An award granted to an employee who is not an Executive Director (on grant) will also normally vest on the third anniversary of the date of grant unless the Committee decides otherwise on or before the grant of that award and determines a different (earlier or later) date. Vested awards that have been structured as options are normally exercisable up until the tenth anniversary of grant unless they lapse earlier. Dividend Equivalents The Committee may decide that participants will receive a payment (in cash and/or Shares) on or shortly following the vesting of their awards, of an amount equivalent to the dividends that would have been paid on those Shares between the time when the awards were granted and the time when they vest. This amount may assume the reinvestment of dividends. Alternatively, participants may have their awards increased as if dividends were paid on the Shares subject to their award and then reinvested in further Shares. If an award has been structured as an option and is subject to a holding condition (see 'Holding Periods' below), the Committee may, instead, determine that the amount payable under the dividend equivalent shall be determined by reference to the dividends that would have been paid between the time when the award was granted and the time ending on the earlier of the date of exercise of the award and the end of the holding period. Holding periods The Committee may, in its discretion, determine that any shares acquired under an award (less any shares sold to pay any tax liability due and arising on the acquisition of the shares) must normally be held by, or on behalf of, the participant until the expiry of a holding period set by the Committee. The holding period will, to the extent it applies, normally require Shares acquired on the vesting or exercise of an award by an Executive Director to be held until the fifth anniversary of the date of grant, or if earlier the second anniversary of vesting. The terms and basis upon which shares must be held during the holding period shall be determined by the Committee, in its discretion, and may, for example, permit participants to transfer shares to their spouse or partner, or to a trust or savings plan. Holding periods will normally end early upon the occurrence of a takeover or other major corporate event, or the death of a participant. The holding period may also end early upon the occurrence of any other event or circumstances, which the Committee, in its discretion, determines is sufficiently exceptional. Any holding period will, under normal circumstances, continue to apply following the cessation of office or employment of a participant under the LTIP. 13

15 Leaving or transferring employment An award will normally lapse upon a participant ceasing to be an employee or a director within the Company's group for any reason unless the participant leaves as a 'good leaver' (see below). A participant may be treated as a good leaver if he ceases to be an employee or a director by reason of his death, injury, ill-health, disability, retirement, redundancy, his employing company or the business for which he works being sold or transferred out of the Company's group or in other circumstances at the discretion of the Committee. If a participant is a good leaver, then his award shall cease to be capable of vesting and lapse upon the expiry of a short period after cessation unless the Committee, in its absolute discretion, determines otherwise in which case the Committee shall decide either to: (a) (b) vest some or all of the Shares which are the subject of the award on such date or dates determined by the Committee or to preserve all or part of any award until the end of the original performance period (if any) and/or each vesting period; and/or waive the terms/conditions (if any) attached to an option and allow the participant to exercise the option within a stipulated period to the extent determined by the Committee. In exercising its discretion to vest an award and determine the extent of vesting in a good leaver scenario, the Committee shall have regard to all circumstances on a case-by-case basis, including (if applicable) the extent to which any performance condition has, in the opinion of the Committee, been satisfied (or would have been satisfied) and the period during which the participant was a director or employee in the Company's group from the date of grant relative to the normal vesting period. Corporate events In the event of a takeover, or if another company acquires control of the Company under a scheme of arrangement, or upon a winding-up of the Company (not being an internal corporate reorganisation or reconstruction) (a "Corporate Event"), participants will be notified and all unvested awards held at the time of the relevant Corporate Event shall vest in full unless the Committee, in its discretion, determines otherwise in which case an award shall vest (if at all) to the extent determined by the Committee. In exercising its discretion upon a Corporate Event and determining the extent to which an award shall vest, the Committee shall have regard to all circumstances on a case-by-case basis, including (if applicable) the extent to which progress has in the opinion of the Committee been made towards the satisfaction of any performance condition and taking account of the period from the date of grant of an award to the date of a Corporate Event relative to the normal vesting period. Vested options will remain exercisable for a period of one month from the notification or the relevant Corporate Event, as applicable. In the event of an internal corporate reorganisation or reconstruction, awards will be replaced by equivalent new awards over shares in a new holding company unless the Committee decides that awards should vest on the basis which would apply in the case of a takeover. If a demerger, special dividend or similar event is proposed which, in the opinion of the Committee, would affect the market price of Shares to a material extent, then the Committee may, in its discretion, decide that awards will vest on such terms and during such period preceding the relevant event as the Committee may determine. Malus and clawback The LTIP includes malus and clawback provisions under which the Committee may, in its discretion, reduce the number of Shares held under an award before it vests. The Committee may also seek to recover any overpayment, or Shares that have over vested, under the LTIP within 14

16 three years from that award vesting. In particular, the malus and clawback provisions may be operated by the Committee where there has been a material misstatement of the Company's financial results and/or an error is made in assessing the satisfaction of any performance condition and such assessment was based on an error or inaccurate or misleading information and such misstatement, inaccuracy or error resulted (directly or indirectly) in an award being granted over a larger number of Shares and/or an award vesting to a greater degree than would otherwise have been the case. The Committee may also operate malus and clawback where a participant has committed an act of gross misconduct or where other adverse circumstances have arisen which, in the opinion of the Committee, justify the operation of malus and clawback. Rights attaching to Shares Any Shares allotted when an award vests or is exercised will rank equally with Shares then in issue. Variation of capital In the event of any variation of the Company's share capital or in the event of a demerger, payment of a special dividend or other similar event which materially affects the market price of the Shares, the Committee may make such adjustment as it considers appropriate to the number of Shares subject to an award and/or the exercise price payable (if any). Overall plan limits The LTIP may operate over new issue Shares, treasury Shares (i.e. Shares held by the Company in treasury) or Shares purchased in the market. In any 10 year period, the Company may not issue (or grant rights to issue) more than 10 per cent. of the issued Ordinary Share capital of the Company under the LTIP and any other employee share plan adopted by the Company. Treasury Shares will not count as new issue Shares for the purposes of this limits. Alterations to the LTIP The Committee may, at any time, amend the LTIP or the terms of an award by resolution, provided that the prior approval of the Company in general meeting will be required for any amendment to the material advantage of participants relating to eligibility, the individual limits or the plan limits as summarised above, the basis for determining a participant's entitlement under the LTIP and the adjustment thereof in the event of a variation in capital except in the case of any minor alteration made to benefit the administration of the LTIP or an award, or to take account of a change in legislation, or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants or for any company in the Company's group. Shareholder approval will also not be required for any amendments to any performance condition applying to an award. No alternation to the material disadvantage of participants shall be made, except with their prior approval of a majority of any effected participants. Overseas LTIPs The Board may from time to time and without further formality establish further plans or schedule to the LTIP in overseas territories, any such plan or schedule to be similar to the LTIP but modified to take account of local tax, exchange control or securities laws, regulation or practice. Shares made available under any such plan would count against any limits on overall or individual participation in the LTIP save that only newly issued Shares or Shares transferred from treasury would count against the overall dilution limits. 15

17 Termination The LTIP may be terminated at any time by resolution of the Board or of the Company in general meeting. Termination will not affect the outstanding rights of participants. 16

18 DIRECTIONS TO THE ANNUAL GENERAL MEETING Unit 135, Wharfedale Road Winnersh Triangle Berkshire, RG41 5RB Tel: +44 (0) By car: Satellite navigation users, please use RG41 5RB Nearest mainline train station: From Reading station, catch the Waterloo train from platform 4; Winnersh Triangle is the 2nd stop (3 minute walk) 17