RECOMMENDED CASH ACQUISITION of PureCircle Limited ... › app › uploads ›...

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOUARE IN ANY DOUBT AS TO WHAT ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDEDTO SEEK YOUR OWN PERSONAL FINANCIAL ADVICE IMMEDIATELY FROM YOURSTOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENTPROFESSIONAL ADVISER WHO IS AUTHORISED UNDER THE FINANCIAL SERVICES ANDMARKETS ACT 2000 (AS AMENDED) (“FSMA”) IF YOU ARE RESIDENT IN THE UNITEDKINGDOM OR FROM AN APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISERIF YOU ARE IN A RELEVANT TERRITORY OUTSIDE THE UNITED KINGDOM.

PART II OF THIS DOCUMENT COMPRISES AN EXPLANATORY STATEMENT IN COMPLIANCEWITH SECTION 100(1)(a) OF THE BERMUDA COMPANIES ACT 1981, AS AMENDED(“BERMUDA COMPANIES ACT”). THIS DOCUMENT RELATES TO A SCHEME OFARRANGEMENT WHICH, IF IMPLEMENTED, WILL RESULT IN THE CANCELLATION OFADMISSION TO TRADING OF THE PURECIRCLE SHARES ON THE MAIN MARKET OF THELONDON STOCK EXCHANGE.

If you have sold or otherwise transferred all of your PureCircle Shares, please forward thisdocument and the accompanying reply paid envelope but not the accompanying Forms of Proxy,Forms of Instruction or Form of Election at once to the purchaser or transferee or to the bank,stockbroker or other agent through whom the sale or transfer was effected, for delivery to thepurchaser or transferee. However, such documents should not be forwarded, distributed ortransmitted in or into any jurisdiction in which such act would constitute a violation of therelevant laws in such jurisdiction. The release, publication or distribution of this document and/oraccompanying documents (whether in whole or in part) in jurisdictions other than the UnitedKingdom may be restricted by the laws of those jurisdictions and therefore persons into whosepossession this document comes should inform themselves about and observe any suchrestrictions. Failure to comply with any such restrictions may constitute a violation of the securitieslaws of any such jurisdiction. If you have sold or transferred only part of your holding of PureCircleShares, you should retain these documents and should consult the bank, stockbroker or other agentthrough whom the sale or transfer was effected.

RECOMMENDED CASH ACQUISITION

of

PureCircle Limited

(registered in Bermuda with company registration number 40431)

by

Ingredion SRSS Holdings Limited

(registered in England and Wales with company registration number 12542326)(a newly formed company wholly owned by Ingredion Incorporated)

to be effected by means of a scheme of arrangementunder section 99 of the Bermuda Companies Act 1981

This document sets out the details of the Acquisition to be effected by way of a Court-sanctionedscheme of arrangement between PureCircle and the Scheme Shareholders (“Scheme”). Upon theScheme becoming Effective, it will be binding on all Scheme Shareholders, irrespective of whetheror not they attended and/or voted at the Court Meeting or the General Meeting, and it will result inthe cancellation of the admission to trading on the Main Market of PureCircle Shares.

This document does not constitute a prospectus or a prospectus exempted document. Thisdocument contains no offer to the public under the meaning of FSMA or otherwise.

You should read this document and the documents incorporated by reference into it in theirentirety, together with the Forms of Proxy, the Forms of Instruction and the Form ofElection. Your attention is drawn to the letter from the non-executive Chairman of PureCircle inPart I of this document which contains the recommendation of the PureCircle Directors that youvote in favour of the Scheme at the Court Meeting and Resolutions at the General Meeting. Part IIof this document contains a letter from KPMG LLP (“KPMG”) explaining the Proposals and that

part constitutes an Explanatory Statement in compliance with section 100(1)(a) of the BermudaCompanies Act. Lastly, Part III of this document contains the terms of the Scheme.

It is very important that PureCircle Shareholders use their vote so that the Court may besatisfied that there is a fair and reasonable representation of Scheme Shareholders’ opinion.In light of the global COVID-19 pandemic, you are strongly urged to submit your votesremotely as soon as possible, in accordance with the instructions set out below.

Notices convening the Court Meeting and the General Meeting, both of which will be held at theoffices of PureCircle at 12th Floor, West Wing, Rohas PureCircle, 9 Jalan P. Ramlee, 50250 KualaLumpur, Malaysia, on 18 June 2020, are set out at the end of this document. The Court Meetingwill start at 9.00 a.m. (London time) / 4.00 p.m. (Malaysia time) on 18 June 2020 and the GeneralMeeting will start at 9.15 a.m. (London time) / 4.15 p.m. (Malaysia time) on 18 June 2020 (or, iflater, as soon as the Court Meeting has been concluded or adjourned). The actions to be taken inrespect of the Meetings are set out on page 13 of this document.

Forms of Proxy

PureCircle Shareholders who hold their PureCircle Shares in certificated form (that is not in CREST)will find enclosed with this document a BLUE Form of Proxy for use in connection with the CourtMeeting and a WHITE Form of Proxy for use in connection with the General Meeting.

Whether or not you intend to attend both or either of the Meetings in person, you should completeand sign both enclosed Forms of Proxy, in accordance with the instructions printed thereon, andreturn them, by post or by courier, so they will be received by Computershare Corporate ActionsProjects at The Pavilions, Bridgwater Road, Bristol BS99 6AH, United Kingdom, at least 48 hoursbefore the time of the relevant Meeting. This document comes with a prepaid envelope that maybe used (within the UK only) for the return of the Forms of Proxy and, if applicable, the PINK Formof Election.

If the BLUE Form of Proxy for use at the Court Meeting has not been received by Computershareby 9.00 a.m. (London time) on 16 June 2020, it may be handed to the Chairman of the CourtMeeting before commencing the poll at the Court Meeting, subject to any access restrictions due tothe COVID-19 pandemic. However, in the case of the General Meeting, the WHITE Form of Proxywill not be accepted unless it is received by Computershare by 9.15 a.m. (London time) on 16 June2020.

Online Proxy Voting Service

Instead of using the Proxy Forms, PureCircle Shareholders who hold their PureCircle Shares incertificated form (that is not in CREST), may vote electronically by logging on and submitting theirvoting instructions through the Computershare share portal at www.investorcentre.co.uk/eproxy.

Instructions via the Online Proxy Voting Service, must be received by Computershare by 9.00 a.m.(London time) on 16 June 2020, for voting instructions relating to the Court Meeting and by9.15 a.m. (London time) on 16 June 2020, for voting instructions relating to the General Meeting.

Forms of Instruction

PureCircle Shareholders who hold their PureCircle Shares in uncertificated form (that is, in CREST)will find enclosed with this document a BLUE Form of Instruction for use in connection with theCourt Meeting and a WHITE Form of Instruction for use in connection with the General Meeting.

Whether or not you intend to attend both or either of the Meetings in person, you should completeand sign both enclosed Forms of Instruction, in accordance with the instructions printed thereon,and return them by post or by courier, so they will be received by Computershare CorporateActions Projects at The Pavilions, Bridgwater Road, Bristol BS99 6AH, United Kingdom, at least72 hours before the time of the relevant Meeting. This document comes with a prepaid envelopethat may be used (within the UK only) for the return of the Forms of Instruction.

In order to meet the deadline, the BLUE Form of Instruction for the Court Meeting must be receivedby Computershare by 9.00 a.m. (London time) on 15 June 2020 and the WHITE Form of Instructionby 9.15 a.m. (London time) on 15 June 2020.

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CREST Electronic Voting Service

Instead of using the Forms of Instruction, PureCircle Shareholders who hold their PureCircle Sharesin uncertificated form (that is, in CREST) may give voting instructions using the CREST ElectronicVoting Service in accordance with the procedures set out in the CREST Manual. The Company maytreat as invalid a CREST Voting Instruction in the circumstances set out in the CREST Regulations.Please also refer to the accompanying notes to the notice of General Meeting set out inAppendix XI of this document.

Instructions via the CREST system, using CREST messages (under CREST ID: 3RA50) must bereceived by Computershare not later than 9.00 a.m. (London time) on 15 June 2020 in the case ofthe Court Meeting and 9.15 a.m. (London time) on 15 June 2020 in the case of the GeneralMeeting (or, in the case of an adjourned meeting, not less than 72 hours before the time of suchadjourned meeting).

Election for the Share Alternative

Eligible PureCircle Shareholders who hold their PureCircle Shares in certificated form (that is, not inCREST) and wish to elect for the Share Alternative, in respect of all, but not some only, of theirPureCircle Shares, must complete and sign the PINK Form of Election, in accordance with theinstructions printed thereon, and return it by post or by courier to be received by Computershare,Corporate Actions Projects, Bristol BS99 6AH, United Kingdom, not later than 1.00 p.m. (Londontime) on 30 June 2020. The prepaid envelope provided with this document may be used (within theUK only) for the return of the Form of Election as well as the Forms of Proxy.

Eligible PureCircle Shareholders who hold their PureCircle Shares in uncertificated form (that is, inCREST) will not receive a PINK Form of Election and must instead submit an Electronic Election(via TTE instruction) through CREST by 6.00 p.m. (London time) on 30 June 2020 if they wish toelect for the Share Alternative, in respect of all, but not some only, of their PureCircle Shares.

Any indirect holder of PureCircle Shares held through a nominee or similar arrangement, either inuncertificated form through CREST or in certificated form, who wishes to elect for the ShareAlternative may need first to arrange with such nominee for the transfer of such PureCircle Sharesinto their own name and then make an election for the Share Alternative.

PureCircle Shareholders who elect for the Share Alternative will be required, pursuant to a power ofattorney granted by them pursuant to the Scheme, to adhere to the Shareholders’ Agreementrelating to Bidco as a condition of such election.

PureCircle Shareholders who do not wish to elect for the Share Alternative do not need to completeor return the Form of Election or submit an Electronic Election. PureCircle Shareholders who residein a Restricted Jurisdiction are only eligible to receive the Cash Offer, and are not eligible to electfor the Share Alternative. Full instructions as to how to elect for the Share Alternative are set out inAppendix IV of this document.

Shareholder Helpline

If you have any questions relating to the completion and return of the Forms of Proxy, the Forms ofInstruction, the Form of Election, the online Computershare portal or the CREST Electronic VotingService, please call the Shareholder Helpline on +44 (0) 370 707 4040 which is charged at thestandard geographic rate and will vary by provider.

Lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (excluding publicholidays in the UK). Calls may be recorded and monitored for security and training purposes. Theoperators of the Shareholder Helpline cannot provide advice on the Acquisition or give any financial,tax, investment or legal advice.

Further information

Citigroup Global Markets Limited (“Citi”), which is authorised by the Prudential Regulation Authorityand regulated in the United Kingdom by the Financial Conduct Authority and the PrudentialRegulation Authority, is acting exclusively as financial adviser to Bidco and Ingredion and for no oneelse in connection with the Acquisition and other matters described in this document, and will notbe responsible to anyone other than Bidco and Ingredion for providing the protections afforded to itsclients nor for providing advice in relation to the Acquisition or any other matters referred to in thisdocument. Neither Citi nor any of its affiliates, directors or employees owes or accepts any duty,

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liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract,tort, in delict, under statute or otherwise) to any person who is not a client of Citi in connection withthis document, any statement contained herein, the Acquisition or otherwise.

KPMG, which is authorised and regulated by the Financial Conduct Authority in the UnitedKingdom, is acting exclusively as financial adviser to PureCircle and for no one else in connectionwith the Acquisition and will not be responsible to anyone other than PureCircle for providing theprotections afforded to its clients nor for providing advice in connection with the matters referred toherein. Neither KPMG nor any of its affiliates, respective directors, officers, employees and agentsowes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether incontract, in tort, under statute or otherwise) to any person who is not a client of KPMG inconnection with this document, any statement contained herein, the Acquisition or otherwise.

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IMPORTANT NOTICE

This document is for information purposes only and is not intended to and does not constitute orform part of an offer or inducement to sell or an invitation to purchase any securities or thesolicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise, nor shall therebe any sale, issuance or transfer of the securities referred to in this document in any jurisdiction incontravention of applicable law.

The Acquisition shall be made solely by means of the Scheme Document (or, if the Acquisition isimplemented by way of a Takeover Offer, any document by which the Takeover Offer is made)which, together with the Forms of Proxy, the Forms of Instruction, the Form of Election and theElectronic Election (or forms of acceptance), contains the full terms and conditions of theAcquisition, including details of how to vote in respect of the Acquisition.

NOTICE TO OVERSEAS INVESTORS

Any securities referred to in the information in this document have not been and will not beregistered under the securities laws of Canada, Japan, South Africa or Australia or any otherRestricted Jurisdiction referred to below and may not be offered, sold or delivered, directly orindirectly, within such jurisdictions except pursuant to an applicable exemption from and incompliance with any applicable securities laws.

As a consequence, the release, publication or distribution of this document in or into certainjurisdictions other than the United Kingdom, including, without limitation, the United States, Canada,Japan, South Africa and Australia, may be restricted by law. Persons who are not resident in theUnited Kingdom or who are subject to the laws of other jurisdictions must inform themselves of, andobserve, any applicable requirements. Any failure to comply with the applicable requirements mayconstitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted byapplicable law, the companies and persons involved in the Acquisition disclaim any responsibility orliability for the violation of such restrictions by any person.

By electing for receipt of Bidco Shares pursuant to the Share Alternative, PureCircle Shareholderswill be deemed to represent and warrant, on behalf of themselves and any person on whose behalfthey beneficially hold their PureCircle Shares, that they: (i) are not located or resident in aRestricted Jurisdiction; and (ii) are not electing for receipt of Bidco Shares pursuant to the ShareAlternative with a view to, or for offer or sale of Bidco Shares in connection with, any distributionthereof (within the meaning of the Securities Act) in a Restricted Jurisdiction.

Unless otherwise determined by Bidco, and permitted by applicable law and regulation, theAcquisition is not available, directly or indirectly, in, into or from a Restricted Jurisdiction where thiswould violate the laws in that jurisdiction and no person may vote in favour of the Acquisition byany such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdictionif to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of thisdocument and all documents relating to the Acquisition are not being, and must not be, directly orindirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdictionwhere to do so would violate the laws of that jurisdiction, and persons receiving this document andall documents relating to the Acquisition (including custodians, nominees and trustees) must notmail or otherwise distribute or send them in, into or from any such jurisdictions where to do sowould violate the laws of that jurisdiction.

If Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, the TakeoverOffer (unless otherwise permitted by applicable law and regulation) will and may not be made,directly or indirectly, in or into, or by the use of mail of, or by any other means of instrumentality(including, without limitation, telephonically or electronically) of interstate or foreign commerce of, orany facility of, a national, state or other securities exchange of any Restricted Jurisdiction, and theTakeover Offer will not be capable of acceptance from or within any Restricted Jurisdiction or byany such use, means, instrumentality or facilities.

The availability of the Acquisition to PureCircle Shareholders who are not resident in the UnitedKingdom may be affected by the laws of the relevant jurisdictions in which they are resident.Persons who are not resident in the United Kingdom must inform themselves of, and observe, anyapplicable requirements. The issue of Bidco Shares to holders of Scheme Shares in Restricted

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Jurisdictions would necessitate compliance with special requirements under the laws of theRestricted Jurisdictions. Accordingly, the Share Alternative is not being made available to RestrictedOverseas Shareholders, who shall receive cash.

Nothing in this document is intended to, and does not, constitute or form any part of an offer forsale or subscription or any solicitation for any offer to purchase or subscribe for any securities, orthe solicitation of any votes attaching to securities which are the subject of the Acquisition in anyjurisdiction in which such offer or solicitation is unlawful.

This document has not been, and will not be, registered as a prospectus under the Companies(Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32, Laws of Hong Kong) (the“C(WUMP)O”). The issue of this document has also not been and will not be authorised under theSecurities and Futures Ordinance (Cap. 571, Laws of Hong Kong) (the “SFO”). No action has beentaken in Hong Kong to authorise or register this document or to permit the distribution of thisdocument or any documents issued in connection with it.

The Bidco Shares have not been and will not be offered or sold in Hong Kong by means of anydocument, other than (i) to “professional investors” (as defined in the SFO and any rules madeunder the SFO) or (ii) in other circumstances that do not result in this document being a“prospectus” (as defined in the C(WUMP)O) or that do not constitute an offer to the public withinthe meaning of the C(WUMP)O.

No advertisement, invitation or document relating to the Bidco Shares has been or will be issued, orhas been or will be in the possession of any person for the purpose of issue, in Hong Kong orelsewhere that is directed at, or the contents of which are likely to be accessed or read by, thepublic of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) otherthan with respect to the Bidco Shares that are or are intended to be disposed of only to personsoutside Hong Kong or only to “professional investors” (as defined in the SFO and any rules madeunder the SFO). No person allotted with the Bidco Shares may sell, or offer to sell, such securitiesin circumstances that amount to an offer to the public of Hong Kong within six months following thedate of issue of such securities.

The contents of this document have not been reviewed by any regulatory authority in Hong Kong.You are advised to exercise caution in relation to the offer. If you are in doubt about any contents ofthis document, you should obtain independent professional advice.

The contents of this document are not to be construed as legal, business, financial, or tax advice.

The Acquisition is subject to the applicable requirements of the Listing Rules, the London StockExchange and the Financial Conduct Authority.

NOTICE TO US INVESTORS

The Acquisition relates to shares of a Bermuda incorporated company and is proposed to beeffected by means of a scheme of arrangement under the laws of Bermuda. A transaction effectedby means of a scheme of arrangement is not subject to the tender offer rules or the proxysolicitation rules under the US Exchange Act.

Accordingly, the Acquisition is subject to the disclosure and procedural requirements applicable inBermuda to schemes of arrangement, which differ from the disclosure requirements of the UnitedStates tender offer and proxy solicitation rules. Financial information relating to PureCircle includedin this document has been prepared in accordance with accounting standards applicable in theUnited Kingdom and may not be comparable to the financial information of US companies orcompanies whose financial statements are prepared in accordance with accounting principlesgenerally accepted in the United States.

The Bidco Shares to be issued pursuant to the Scheme under the Share Alternative may not beoffered or sold in the United States absent registration or an exemption from registration. No USoffer of such Bidco Shares will be made in the United States. The Bidco Shares have not been andwill not be registered under the US Securities Act or under the relevant securities laws of any stateor territory or other jurisdiction of the United States and will not be listed on any stock exchange inthe United States, and may not be offered, sold or delivered, directly or indirectly, in, into or fromthe United States. Neither the US Securities and Exchange Commission nor any US state securities

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commission has approved or disapproved of the Bidco Shares or determined that this document isaccurate or complete. Any representation to the contrary is a criminal offence.

PureCircle Shareholders located or resident in the United States or who are otherwise US Personsare not permitted to elect receipt of the Bidco Shares pursuant to the Share Alternative, and anypurported election to receive Bidco Shares pursuant to the Share Alternative by PureCircleShareholders from the United States, or which, at the sole discretion of Bidco, appear to be madein respect of PureCircle shares beneficially held by persons located or resident in the United Statesor who otherwise appear to be US Persons will not be accepted. Accordingly, PureCircleShareholders located or resident in the United States or who are otherwise US Persons will receivecash pursuant to the Scheme, and no Bidco Shares will be issued to any such PureCircleShareholder.

By electing for receipt of Bidco Shares pursuant to the Share Alternative, PureCircle Shareholderswill be deemed to represent and warrant, on behalf of themselves and any person on whose behalfthey beneficially hold their PureCircle shares, that they: (i) are not located or resident in the UnitedStates or otherwise a US Person; and (ii) are not electing for receipt of Bidco Shares pursuant tothe Share Alternative with a view to, or for offer or sale of Bidco Shares in connection with, anydistribution thereof (within the meaning of the Securities Act) in the United States or to US Persons.

The receipt of Cash Consideration by a US holder for the cancellation of its PureCircle Sharesunder the Cash Offer pursuant to the Scheme shall be a taxable transaction for United Statesfederal income tax purposes. Each US holder is urged to consult its independent professionaladviser immediately regarding the tax consequences of the Acquisition applicable to it, includingunder applicable United States state and local, as well as overseas and other, tax laws.

If Bidco were to elect to implement the Acquisition by means of a Takeover Offer instead of theScheme, such Takeover Offer shall be made in compliance with all applicable United States lawsand regulations, including any applicable exemptions under the US Exchange Act. Such a TakeoverOffer would be made in the United States by Bidco and no one else.

In the event that the Acquisition is implemented by way of a Takeover Offer, in accordance withnormal Bermuda and United Kingdom practice, Bidco or its nominees, or its brokers (acting asagents), may from time to time make certain purchases of, or arrangements to purchase, shares orother securities of PureCircle outside of the US, other than pursuant to such Takeover Offer, duringthe period in which such Takeover Offer would remain open for acceptance. These purchases mayoccur either in the open market at prevailing prices or in private transactions at negotiated prices.Any information about such purchases or arrangements to purchase shall be disclosed as requiredin Bermuda and the United Kingdom, shall be reported to a Regulatory Information Service andshall be available on the London Stock Exchange website at www.londonstockexchange.com.

PureCircle is organised under the laws of Bermuda and Bidco is organised under the laws ofEngland and Wales. Some or all of the officers and directors of Bidco and PureCircle, respectively,are residents of countries other than the United States. In addition, most of the assets of Bidco andPureCircle are located outside the United States. As a result, it may be difficult for US holders toeffect service of process within the United States upon Bidco or PureCircle or their respectiveofficers or directors or to enforce against them a judgment of a US court predicated upon thesecurities laws of Bermuda or England and Wales.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document (including information incorporated by reference in this document), oral statementsmade regarding the Acquisition, and other information published by PureCircle, Ingredion, Bidco orany member of the Bidco Group contain statements which are, or may be deemed to be, “forwardlooking statements”. Such forward looking statements are prospective in nature and are not basedon historical facts, but rather on current expectations and on numerous assumptions regarding thebusiness strategies and the environment in which Bidco or any member of the Bidco Group shalloperate in the future and are subject to risks and uncertainties that could cause actual results todiffer materially from those expressed or implied by those statements.

The forward-looking statements contained in this document relate to Bidco or any member of theBidco Group’s future prospects, developments and business strategies, the expected timing andscope of the Acquisition and other statements other than historical facts. In some cases, these

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forward looking statements can be identified by the use of forward looking terminology, including theterms “believes”, “estimates”, “will look to”, “would look to”, “plans”, “prepares”, “anticipates”,“expects”, “is expected to”, “is subject to”, “budget”, “scheduled”, “forecasts”, “synergy”, “strategy”,“goal”, “cost-saving”, “projects” “intends”, “may”, “will”, “shall” or “should” or their negatives or othervariations or comparable terminology. Forward-looking statements may include statements relating tothe following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economicperformance, indebtedness, financial condition, dividend policy, losses and future prospects;(ii) business and management strategies and the expansion and growth of the operations of Bidco,any member of the Bidco Group or PureCircle and potential synergies resulting from the Acquisition;and (iii) the effects of global economic conditions and governmental regulation on the business ofBidco, any member of the Bidco Group or PureCircle.

By their nature, forward-looking statements involve risk and uncertainty because they relate toevents and depend on circumstances that shall occur in the future. These events andcircumstances include changes in the global political, economic, business and competitiveenvironments and in market and regulatory forces, future exchange and interest rates, changes intax rates and future business combinations or disposals. If any one or more of these risks oruncertainties materialises or if any one or more of the assumptions proves incorrect, actual resultsmay differ materially from those expected, estimated or projected. Such forward looking statementsshould therefore be construed in light of such factors.

Neither PureCircle nor any of Bidco or any member of the Bidco Group, nor any of their respectiveassociates or directors, officers or advisers, provides any representation, assurance or guaranteethat the occurrence of the events expressed or implied in any forward-looking statements in thisdocument shall actually occur. Given these risks and uncertainties, potential investors should notplace undue reliance on forward looking statements.

Specifically, statements of estimated cost savings and synergies relate to future actions andcircumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, thecost savings and synergies referred to may not be achieved may be achieved later or sooner thanestimated, or those achieved could be materially different from those estimated. Due to the scale ofthe PureCircle Group, there may be additional changes to the PureCircle Group’s operations. As aresult, and given the fact that the changes relate to the future, the resulting cost synergies may bematerially greater or less than those estimated.

The forward-looking statements speak only at the date of this document. All subsequent oral orwritten forward-looking statements attributable to any member of the Bidco Group or the PureCircleGroup, or any of their respective associates, directors, officers, employees or advisers, areexpressly qualified in their entirety by the cautionary statement above.

PureCircle, the Bidco Group and Bidco expressly disclaim any obligation to update such statementsother than as required by law or by the rules of any competent regulatory authority, whether as aresult of new information, future events or otherwise.

NO PROFIT FORECASTS OR ESTIMATES

Nothing in this document is intended as a profit forecast or estimate for any period and nothing inthis document should be interpreted to mean that earnings or earnings per share for Bidco orPureCircle, as appropriate, for the current or future financial years would necessarily match orexceed the historical published earnings or earnings per share for Bidco or PureCircle, asappropriate.

THE TAKEOVER CODE

By virtue of its status as a Bermuda incorporated company, the Takeover Code does not apply toPureCircle. PureCircle and Ingredion have agreed to the extent set out in the ImplementationAgreement, that they will conduct themselves and the Acquisition as if the Acquisition were subjectto the Takeover Code. PureCircle has also incorporated certain takeover-related provisions into thePureCircle Bye-laws but these do not provide PureCircle Shareholders with the full protectionsoffered by the Takeover Code and enforcement of such provisions is the responsibility of PureCircle,not the Panel. Accordingly, PureCircle Shareholders are reminded that the Acquisition is not

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regulated by the Panel and therefore the Panel does not have responsibility, in relation to theAcquisition, for ensuring compliance, and is not able to answer shareholders’ queries in thisrespect. In particular, public disclosures consistent with the provisions of Rule 8 of the TakeoverCode, as described below, should not be e-mailed to the Panel, but, released directly through aRegulatory Information Service.

In particular, the attention of PureCircle Shareholders is drawn to the Conditions of MaterialSignificance, which are set out in paragraphs 3(k) to 3(m) inclusive in Part A of Appendix Iof this document. The effect of these Conditions of Material Significance is that, if any ofthem are not met, Bidco will be entitled to withdraw the Acquisition.

DEALING DISCLOSURE REQUIREMENTS

As summarised above, PureCircle is a Bermuda company and is therefore not subject to theTakeover Code. Accordingly, PureCircle Shareholders and others dealing in PureCircle Shares arenot obliged to disclose any of their dealings under the provisions of the Takeover Code. Marketparticipants, however, are requested to make disclosures of dealings as if the Takeover Codeapplied and as if PureCircle were in an “offer period” under the Takeover Code. In addition,PureCircle Shareholders and persons considering the Acquisition or disposal of any interest inPureCircle Shares are reminded that they are subject to the Disclosure Guidance and TransparencyRules made by the Financial Conduct Authority and other applicable regulatory rules regardingtransactions in PureCircle Shares.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, “interested” (directly orindirectly) in 1 per cent. or more of any class of “relevant securities” of PureCircle or of anysecurities exchange offeror must make a Dealing Disclosure if the person “deals” in any “relevantsecurities” of PureCircle or of any securities exchange offeror. In a situation where the TakeoverCode applies, this requirement would continue until the date on which any “offer” becomes, or isdeclared, unconditional as to acceptances, lapses or is otherwise withdrawn, or on which the “offerperiod” otherwise ends.Under Rule 8 of the Takeover Code, a Dealing Disclosure must containdetails of the “dealing” concerned and of the person’s “interests” and short positions in, and rightsto subscribe for, any relevant securities of each of: (i) PureCircle; and (ii) any securities exchangeofferor, save to the extent that these details have previously been disclosed under Rule 8. ADealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than3.30 pm (London time) on the Business Day following the date of the relevant “dealing”.

If two or more persons act together pursuant to an agreement or understanding, whether formal orinformal, to acquire or control an interest in “relevant securities” of PureCircle or a securitiesexchange offeror, they would, if the Takeover Code were applicable, be deemed to be a singleperson for the purpose of Rule 8.3.

Dealing Disclosures must also be made by PureCircle, by any offeror and by any persons acting inconcert with any of them by no later than 12:00 p.m. on the Business Day following the date of therelevant transaction (see Rules 8.1, 8.2 and 8.4 of the Takeover Code).

“Interests in securities” arise, in summary, when a person has long economic exposure, whetherconditional or absolute, to changes in the price of “securities”. In particular, a person will be treatedas having an “interest” by virtue of the ownership or control of “securities”, or by virtue of any optionin respect of, or derivative referenced to, “securities”.

Terms in quotation marks are defined in the Takeover Code, which can be found on the website ofthe Panel.

PureCircle’s website contains the form of Dealing Disclosure requested. If you are in any doubt asto whether the request to disclose a “dealing” by reference to the above applies to you, you shouldcontact an independent financial adviser authorised by the Financial Conduct Authority under FSMA(or, if you are resident in a jurisdiction other than the UK, a financial adviser authorised under thelaws of such jurisdiction).

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PUBLICATION ON WEBSITE AND AVAILABILITY OF HARD COPIES

A copy of this document shall be made available, subject to certain restrictions relating to personsresident in Restricted Jurisdictions, on PureCircle's website at www.purecircle.com/about-purecircle/offer-for-purecircle/ and on Bidco’s website at www.ingredioncompany.co.uk by no later than 12 noon(London time) on the Business Day following the date of this document. For the avoidance of doubt,neither the contents of this website nor the content of any website accessible from hyperlinks isincorporated into or forms part of this document.

The global COVID-19 pandemic is restricting the ability of PureCircle and the Receiving Agent toissue and post hard copy documents in the usual way. As a result, no copies of this document shallbe sent to any person other than the PureCircle Shareholders and persons with information rights.At the time of this document, it is uncertain to what extent any further requests for hard copydocuments can be satisfied during the upcoming period.

If you have any questions please contact the Receiving Agent, Computershare, on +44 (0) 370 7074040 between 8:30 am to 5:30 pm (London time) Monday to Friday, excluding public holidays in theUK, or by submitting a request in writing to: Computershare Corporate Actions Projects,Bristol BS99 6AH, United Kingdom. Please note that Computershare cannot provide any financial,legal or tax advice and calls may be recorded and monitored for security and training purposes.

GENERAL

If the Acquisition is effected by way of a Takeover Offer instead of by way of a Scheme, such offerbecomes or is declared unconditional in all respects and sufficient acceptances are received, Bidcointends to exercise its rights to apply the provisions of section 102 or 103 of the BermudaCompanies Act so as to acquire compulsorily the remaining PureCircle Shares in respect of whichthe Takeover Offer has not been accepted.

Investors should be aware that Bidco may acquire PureCircle Shares otherwise than under theScheme or any Takeover Offer such as pursuant to privately negotiated purchases.

If you are in any doubt about the contents of this document or the action you should take, you arerecommended to seek your own independent financial advice immediately from your stockbroker,bank manager, solicitor or independent financial adviser duly authorised under FSMA if you areresident in the United Kingdom or, if not, from another appropriate authorised independent financialadviser.

ELECTRONIC COMMUNICATIONS

Addresses, electronic addresses and certain information provided by PureCircle Shareholders,persons with information rights and other relevant persons for the receipt of communications fromPureCircle may be provided to Bidco and/or Ingredion during the Offer Period.

ROUNDING

Certain figures included in this document have been subjected to rounding adjustments. Accordingly,figures shown for the same category presented in different tables may vary slightly and figuresshown as totals in certain tables may not be an arithmetic aggregation of the figures that precedethem.

RIGHT TO SWITCH TO A TAKEOVER OFFER

Bidco reserves the right to elect to implement the Acquisition by way of a Takeover Offer. In suchevent, such Takeover Offer will be implemented on the same terms (subject to appropriateamendments as described in Paragraph 11(d) of Part II of this document), so far as applicable, asthose which would apply to the Scheme.

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DEFINITIONS

Certain words and terms used in this document are defined in Appendix IX to this document. Alltimes referred to in this document are London time, unless otherwise stated.

DATE

This document is published on 18 May 2020.

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TABLE OF CONTENTS

Page

Action To Be Taken 13

To Vote In Favour Of The Proposals 16

Expected Timetable Of Principal Events 18

Part I Letter From The Non-Executive Chairman Of Purecircle Limited 20

Part II Explanatory Statement 34

Part III The Scheme Of Arrangement 57

Appendix I Conditions And Further Terms Of The Scheme And The Acquisition 64

Appendix II Details On The Bidco Group And The Bidco Shares 76

Appendix III Risk Factors In Relation To The Bidco Shares 81

Appendix IV Procedure For Electing For The Share Alternative 82

Appendix V Rule 24.11 Estimate Of Value Letter 88

Appendix VI United Kingdom Taxation 93

Appendix VII Additional Information 95

Appendix VIII Financial Information 120

Appendix IX Definitions 121

Appendix X Notice Of Court Meeting 134

Appendix XI Notice Of Special General Meeting 137

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ACTION TO BE TAKEN

It is very important that you vote.For the reasons set out in this document, the PureCircle Directors unanimously recommendthat the Scheme Shareholders vote in favour of the Scheme at the Court Meeting and forthe Resolutions at the General Meeting and that you take the actions described below.

It is important that for the Court Meeting, as many votes as possible are cast so that theCourt may be satisfied that there is a fair and reasonable representation of SchemeShareholders’ opinion. You are therefore strongly urged to submit your Forms of Proxy,Forms of Instruction, or your electronic voting instructions through CREST or the OnlineProxy Voting Service (as applicable), as soon as possible.

The Scheme must be approved by a majority in number of eligible Scheme Shareholdersrepresenting at least 75 per cent. in nominal value of the PureCircle Shares held by the SchemeShareholders present and voting (either in person or by proxy) at the Court Meeting (voting atwhich shall be conducted by way of a poll).

Implementation of the Scheme also requires the passing of the Resolutions by the requisite majorityof Scheme Shareholders at the General Meeting, to be held immediately after the Court Meeting.

Documents enclosedIf you hold your PureCircle Shares in certificated form (that is, not in CREST), you will find enclosedwith this document:

* a BLUE Form of Proxy for use in respect of the Court Meeting;

* a WHITE Form of Proxy for use in respect of the General Meeting;

* provided you are not resident in a Restricted Jurisdiction, a PINK Form of Election for theShare Alternative; and

* a prepaid envelope for use in the UK in connection with the Forms of Proxy and, if you areeligible the Form of Election.

If you hold your PureCircle Shares in uncertificated form (that is, in CREST), you will find enclosedwith this document:

* a BLUE Form of Instruction for use in respect of the Court Meeting;

* a WHITE Form of Instruction for use in respect of the General Meeting; and

* a prepaid envelope for use in the UK in connection with the Forms of Instruction.

If you have not received the relevant documents or have any other queries in relation to thisdocument or the forms mentioned above, please contact the Shareholder Helpline on the telephonenumber set out below.

Voting at the MeetingsIn light of the global COVID-19 pandemic PureCircle strongly encourages all PureCircleShareholders to vote via the Forms of Proxy, the Forms of Instruction, CREST or the OnlineProxy Voting Service, as soon as possible. Doing so will not prevent you from attending andvoting at the Court Meeting or the General Meeting (or any adjourned Meetings) if therelevant COVID-19 restrictions are lifted by the time of the Meetings and using your vote willassist the Court in satisfying itself that there is a fair and reasonable representation ofScheme Shareholders’ opinion.

If you wish to attend the Meetings in person, please inform yourself of the restrictions in force inMalaysia at the time: https://www.mkn.gov.my/web/ms/covid-19/. PureCircle will be strictly complyingwith these restrictions and physical access to the Meetings may be refused as a result.

PureCircle is putting in place arrangements for PureCircle Shareholders to listen to the Meetingsremotely using the following details: https://purecircle.zoom.us/webinar/register/WN_UqLpt-vLT7mPy8JmzqKkAw.

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Please be aware that such remote listening is at the discretion of the Chairman of the Meetings andthat connectivity cannot be guaranteed. PureCircle Shareholders listening remotely will not becounted as being present, will not have the ability to vote and will not have the ability to speak orask questions at the Meetings. You are therefore strongly encouraged to submit your votinginstructions via the Forms of Proxy, the Forms of Instruction, via CREST or the Online Voting ProxyService as soon as possible.

The Court Meeting and the General Meeting will both be held at the offices of PureCircle at 12thFloor, West Wing, Rohas PureCircle, 9 Jalan P. Ramlee, 50250 Kuala Lumpur, Malaysia. The CourtMeeting will be held at 9.00 a.m. (London time) / 4.00 p.m. (Malaysia time) on 18 June 2020 andthe General Meeting will be held at 9.15 a.m. (London time) / 4.15 p.m. (Malaysia time) on thesame date (or, if later, as soon thereafter as the Court Meeting has been concluded or adjourned).Under the Bermuda Companies Act, the Scheme is also subject to the sanction of the Court. Bidco,which currently does not hold any PureCircle Shares, will not exercise its voting rights at the CourtMeeting or the General Meeting if it becomes a holder of any such shares before the SchemeVoting Record Time.

Forms of ProxyPureCircle Shareholders who hold their PureCircle Shares in certificated form (that is not in CREST)will find enclosed with this document a BLUE Form of Proxy for use in connection with the CourtMeeting and a WHITE Form of Proxy for use in connection with the General Meeting.


If the BLUE Form of Proxy for use at the Court Meeting has not been received by Computershareby 9.00 a.m. (London time) on 16 June 2020, it may be handed to the Chairman of the CourtMeeting before commencing the poll at the Court Meeting, subject to any access restrictions due tothe COVID-19 pandemic. However, in case of the General Meeting, the WHITE Form of Proxy willnot be accepted unless it is received by Computershare by 9.15 a.m. (London time) on 16 June2020.

Online Proxy Voting ServiceInstead of using the Proxy Forms, PureCircle Shareholders who hold their PureCircle Shares incertificated form (that is, not in CREST), may vote electronically by logging on and submitting theirvoting instructions through the Computershare share portal at www.investorcentre.co.uk/eproxy.


Forms of InstructionPureCircle Shareholders who hold their PureCircle Shares in uncertificated form (that is, in CREST)will find enclosed with this document a BLUE Form of Instruction for use in connection with theCourt Meeting and a WHITE Form of Instruction for use in connection with the General Meeting.

Whether or not you intend to attend both or either of the Meetings in person, you should completeand sign both enclosed Forms of Instruction, in accordance with the instructions printed thereon,and return them by post or by courier, so they will be received by Computershare CorporateActions Projects at The Pavilions, Bridgwater Road, Bristol BS99 6AH, United Kingdom, at least72 hours before the time of the relevant Meeting. This document comes with a prepaid envelopethat may be used (within the UK only) for the return of the Forms of Instruction.

In order to meet this deadline, the BLUE Form of Instruction for the Court Meeting must bereceived by Computershare by 9.00 a.m. (London time) on 15 June 2020 and the WHITE Form ofInstruction by 9.15 a.m. (London time) on 15 June 2020.

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CREST Electronic Voting ServiceInstead of using the Forms of Instruction, PureCircle Shareholders who hold their PureCircle Sharesin uncertificated form (that is, in CREST) may submit their voting instructions using the CRESTElectronic Voting Service in accordance with the procedures set out in the CREST Manual. TheCompany may treat as invalid a CREST Voting Instruction in the circumstances set out in theCREST Regulations. Please also refer to the accompanying notes to the notice of General Meetingset out in Appendix XI of this document.


Election for the Share AlternativeEligible PureCircle Shareholders who hold their PureCircle Shares in certificated form (that is, not inCREST) and wish to elect for the Share Alternative, in respect of all, but not some only, of theirPureCircle Shares, must complete and sign the PINK Form of Election, in accordance with theinstructions printed thereon, and return it by post or by courier to be received by Computershare,Corporate Actions Projects, Bristol BS99 6AH, United Kingdom, not later than 1.00 p.m. (Londontime) on 30 June 2020. The prepaid envelope provided with this document may be used (within theUK only) for the return of the Form of Election as well as the Forms of Proxy.





Shareholder HelplineIf you have any questions relating to the completion and return of the Forms of Proxy, the Forms ofInstruction, the Form of Election, the online Computershare portal or the CREST Electronic VotingService, please call the Shareholder Helpline on +44 (0) 370 707 4040 which is charged at thestandard geographic rate and will vary by provider.


Overseas ShareholdersPlease refer to paragraph 17 of Part II of this document if you have a registered address in or areresident in, ordinarily resident in, or a citizen of, a jurisdiction outside the United Kingdom.

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TO VOTE IN FAVOUR OF THE PROPOSALS

Whether or not you plan to attend the Meetings:* if you hold PureCircle Shares in certificated form (that is, not in CREST) please:

1. in relation to voting at the Court Meeting:a. complete and return the BLUE Form of Proxy; OR

b. vote electronically via the online Computershare portal atwww.investorcentre.co.uk/eproxy, to be received by Computershare, no laterthan 9.00 a.m. (London time) on 16 June 2020;

2. in relation to voting at the General Meeting:a. complete and return the WHITE Form of Proxy; OR

b. vote electronically via the online Computershare portal atwww.investorcentre.co.uk/eproxy,

to be received by Computershare, no later than 9.15 a.m. (London time) on16 June 2020; and

3. in relation to electing the Share Alternative, if eligible, complete and return thePINK Form of Election to be received by Computershare, no later than 1.00 p.m.(London time) on 30 June 2020.

* if you hold PureCircle Shares in uncertificated form (that is, in CREST) please:

1. in relation to voting at the Court Meeting:

a. complete and return the BLUE Form of Instruction; OR

b. submit your voting instructions using the CREST Electronic Voting Service,

to be received by Computershare, no later than 9.00 a.m. (London time) on15 June 2020;

2. in relation to voting at the General Meeting:

a. complete and return the WHITE Form of Instruction; OR

b. submit your voting instructions using the CREST Electronic Voting Service,

to be received by Computershare, no later than 9.15 a.m. (London time) on15 June 2020; and

3. in relation to electing the Share Alternative, if eligible, submit an ElectronicElection (via TTE instruction) through CREST by 1.00 p.m. (London time) on30 June 2020.

Shareholder HelplineIf you have any questions relating to the completion and return of the Forms of Proxy, the Forms ofInstruction, the Form of Election, the online Computershare portal or the CREST Electronic VotingService, please call the Shareholder Helpline on +44 (0) 370 707 4040 which is charged at thestandard geographic rate and will vary by provider.


COVID-19 RestrictionsIn light of the global COVID-19 pandemic PureCircle strongly encourages all PureCircleShareholders to vote via the Forms of Proxy, the Forms of Instruction, CREST or the onlineComputershare portal, as soon as possible. Doing so will not prevent you from attending and votingat the Court Meeting or the General Meeting (or any adjourned Meetings) if the relevant COVID-19

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restrictions are lifted by the time of the Meetings and using your vote will assist the Court insatisfying itself that there is a fair and reasonable representation of Scheme Shareholders’ opinion.

GeneralIT IS IMPORTANT THAT, FOR THE COURT MEETING, AS MANY VOTES AS POSSIBLE ARECAST SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR AND REASONABLEREPRESENTATION OF SCHEME SHAREHOLDERS’ OPINION. YOU ARE THEREFORESTRONGLY URGED TO SIGN AND RETURN YOUR FORMS OF PROXY, FORMS OFINSTRUCTION OR VOTING INSTRUCTIONS THROUGH CREST OR THE ONLINE PROXYVOTING SERVICE (AS APPLICABLE), AS SOON AS POSSIBLE.

THE PURECIRCLE DIRECTORS UNANIMOUSLY RECOMMEND THAT YOU VOTE IN FAVOUROF THE SCHEME AT THE COURT MEETING AND FOR THE RESOLUTIONS AT THE GENERALMEETING.

This page should be read in conjunction with the ACTION TO BE TAKEN section on page 13 ofthis document, as well as the rest of this document.

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The dates given are based on PureCircle’s current expectations and may be subject to change. Alltimes shown in this document are London times unless otherwise stated.

Event Time and/or date

Announcement of the Acquisition 9 April 2020

Publication of this document 18 May 2020

Scheme Voting Record Time for the Court Meetingand General Meeting

6.00 p.m. (London time) / 2.00 p.m. (Bermudatime) on 15 June 20201

Latest time for receipt of Forms of Instructionfor:

* Court Meeting (BLUE form) 9.00 a.m. (London time) / 5.00 a.m. (Bermudatime) on 15 June 2020

* General Meeting (WHITE form) 9.15 a.m. (London time) / 5.15 a.m. (Bermudatime) on 15 June 2020

Latest time for receipt of Forms of Proxy for:

* Court Meeting (BLUE form) 9.00 a.m. (London time) / 5.00 a.m. (Bermudatime) on 16 June 20202

* General Meeting (WHITE form) 9.15 a.m. (London time) / 5.15 a.m. (Bermudatime) on 16 June 20203

Court Meeting 9.00 a.m. (London time) / 5.00 a.m. (Bermudatime) / 4.00 p.m. (Malaysia time) on 18 June 2020

General Meeting 9.15 a.m. (London time) / 5.15 a.m. (Bermudatime) / 4.15 p.m. (Malaysia time) on 18 June

20204

The following dates are indicative only and subject to change; please see note 5 below

Scheme Court Hearing (to sanction the Scheme) 26 June 2020

Latest time for receipt of the PINK Form of Electionor the Electronic Election

1.00 p.m. (London time) / 9.00 a.m. (Bermudatime) on 30 June 2020

Scheme Record Time 6.00 p.m. (London time) / 2.00 p.m. (Bermudatime) on 30 June 2020

Last day of dealings in, and for registration oftransfers and disablement in CREST of, PureCircleShares

30 June 20205

Suspension of trading on the Main Market of, anddealings, settlements and transfers in, PureCircleShares

7.30 a.m. (London time) / 3.30 a.m. (Bermudatime) on 1 July 2020

Expected Effective Date of the Scheme 1 July 20206

Cancellation of admission to trading on the MainMarket of, and cessation of dealings in, PureCircleShares

8.00 a.m. (London time) / 4.00 a.m. (Bermudatime) on 2 July 2020

Latest date of despatch of cheques in respect ofScheme Shares held in certificated form and theCash Consideration payable to Scheme Shares heldin uncertificated form

14 July 20207

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Event Time and/or date

Latest date of allotment of fully paid-up BidcoB Shares and despatch of share certificates of thesame, in consideration for the Scheme Shares forwhich the Share Alternative has been validly elected

14 July 20208

Long Stop Date, being the latest date by which theScheme must be implemented

5.00 pm (London time) / 1.00 p.m. (Bermudatime) on 30 November 2020 or such later date (ifany) as may be agreed in writing by Bidco andPureCircle (as the Court may approve (if such

approval(s) are required))

—————1 If either the Court Meeting or the General Meeting is adjourned, the Scheme Voting Record Time for the adjourned meeting will

be 6.00 p.m. (London time) / 2.00 p.m. (Bermuda time) on the date which is three Business Days before the date fixed for theadjourned meeting.

2 If the BLUE Form of Proxy for the Court Meeting is not received, by 9.00 a.m. (London time) / 5.00 a.m. (Bermuda time) on16 June 2020, it may be handed to the Chairman at the Court Meeting at any time before commencing the poll and still be valid,subject to any access restrictions due to the COVID-19 pandemic.

3 The WHITE Form of Proxy for the General Meeting must be received by 9.15 a.m. (London time) / 5.15 a.m. (Bermuda time) on16 June 2020 in order for it to be valid or, if the General Meeting is adjourned, not later than 48 hours before the time fixed for theholding of the adjourned meeting. WHITE Forms of Proxy may NOT be handed to the Chairman of the General Meeting.

4 The General Meeting will commence at 9.15 a.m. (London time) / 5.15 a.m. (Bermuda time) / 4.15 p.m. (Malaysia time) on18 June 2020 or, if later, as soon thereafter as the Court Meeting has been concluded or adjourned.

5 The dates and times above are indicative only and, are based on current expectations and may be subject to change dependingon, among other things, the date on which: (i) the Conditions are either satisfied or waived (to the extent they are capable ofbeing waived); (ii) the Court sanctions the Scheme; and (iii) the copy of the Scheme Court Order is delivered to the Registrar ofCompanies for registration. If any of the expected dates change, the revised times and/ or dates will be announced via aRegulatory Information Service. Further updates and changes to these times and dates will, at PureCircle's discretion benotified in the same way.

6 The Scheme Effective Time is the date and time at which the Scheme becomes Effective pursuant to its terms and will be ondelivery of the Scheme Court Order to the Registrar of Companies. The Scheme Court Order is expected to be delivered to theRegistrar of Companies following the Scheme Record Time on the date on which the Court makes the Scheme Court Order, atwhich the Scheme will become Effective. The events which are stated as occurring on subsequent dates, including the creditingof CREST accounts, are conditional on the Scheme Effective Time and operate by reference to this time.

7 In any event, within 14 days of the Effective Date.8 In any event, within 14 days of the Effective Date.

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PART I

LETTER FROM THE NON-EXECUTIVE CHAIRMAN OFPURECIRCLE LIMITED

registered in Bermuda with company registration number 40431

Registered addressClarendon House, 2 Church Street

Hamilton HM 11, Bermuda

Correspondence address12th Floor, West Wing, Rohas PureCircle

9 Jalan P. Ramlee50250 Kuala Lumpur, Malaysia

PureCircle Directors:Peter Lai Hock Meng, Chief Executive OfficerJimmy Lim Kian Thong, Chief Financial OfficerDato’ Robert Cheim Dau Meng, Non-executive ChairmanDatuk Ali bin Abdul Kadir, Senior Independent Non-executive DirectorSridhar Krishnan, Independent Non-executive DirectorOlivier Maes, Independent Non-executive DirectorTan Sri Wan Azmi Wan Hamzah, Non-independent Non-executive DirectorGuy Wollaert, Independent Non-executive Director

18 May 2020

To all holders of PureCircle Shares and, for information only, to participants in the PureCircle SharePlans and persons with information rights

Dear PureCircle Shareholder,

Recommended Cash Acquisition of PureCircle Limited (“PureCircle”)

by Ingredion SRSS Holdings Limited (“Bidco”)

a newly formed company wholly owned by Ingredion Incorporated (“Ingredion”)

1. IntroductionOn 9 April 2020 (“Announcement Date”), the Boards of Ingredion and PureCircle announced thatthey had reached an agreement on the terms of a recommended cash acquisition of the entireissued and to be issued share capital of PureCircle by Ingredion SRSS Holdings Limited (“Bidco”)(a United Kingdom private limited company formed for the purposes of the Acquisition that is whollyowned by Ingredion) (the “Acquisition”).

I am writing to you today to seek your support for, and approval of, the Acquisition, which isproposed to be effected by means of a Court-sanctioned Scheme of Arrangement of PureCircleunder section 99 of the Bermuda Companies Act (“Scheme”). The Scheme is subject to a numberof Conditions which are set out in Appendix I to this document and further summarised inparagraph 11(e) of Part II of this document.

This letter sets out the background to the Acquisition and explains why the PureCircle Directorsunanimously consider the terms of the Cash Offer to be fair and reasonable and why theyunanimously recommend that PureCircle Shareholders vote in favour of the Scheme at the CourtMeeting and approve the Resolutions to be proposed at the General Meeting. I draw your attention

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to the letter from KPMG set out in Part II of this document which gives details about theAcquisition, and to the additional information set out in Appendix VII.

In order to approve the terms of the Acquisition, the Scheme will require approval at the CourtMeeting and will require approval of the Resolutions to be proposed at the General Meeting. TheCourt Meeting will be held at 9.00 a.m. (London time) / 4.00 p.m. (Malaysia time) on 18 June 2020and the General Meeting will be held at 9.15 a.m. (London time) / 4.15 p.m. (Malaysia time) on thesame date (or, if later, as soon thereafter as the Court Meeting has been concluded or adjourned).

Details of the actions you are asked to take are set out in paragraph 16 of Part II of this document.The recommendation of the PureCircle Directors is set out in paragraph 16 of this letter, and thebackground to and reasons for such PureCircle Directors’ recommendation is set out in paragraph 4of this letter.

The UK City Code on Takeovers and Mergers (the “Takeover Code”) does not apply to PureCircle,and although PureCircle has incorporated certain takeover-related provisions into the PureCircleBye-laws, these do not provide PureCircle Shareholders with the full protections offered by theTakeover Code and enforcement of such provisions is the responsibility of PureCircle, not the Panel.PureCircle and Ingredion have agreed certain matters regarding the application of the TakeoverCode to the Acquisition, and the terms of that agreement are summarised in this document. Inparticular, the attention of PureCircle Shareholders is drawn to the Conditions of MaterialSignificance, which are set out in paragraphs 3(k) to 3(m) inclusive, in Part A of Appendix I of thisdocument. The effect of these Conditions of Material Significance is that, if any of them are not met,Bidco will be entitled to withdraw the Acquisition.

2. Summary of the terms of the AcquisitionCash OfferUnder the terms of the Acquisition and pursuant to the Scheme, which is subject to the Conditionsand the further terms summarised below and in Part II of this document and set out in Appendix Ito this document, Scheme Shareholders who are on the register of members of PureCircle at theScheme Record Time will be entitled to receive:

for each Scheme Share: 100 pence in cash

The Cash Offer values the entire existing issued and to be issued ordinary share capital ofPureCircle at approximately £186.0 million, on the basis of the issued and to be issued ordinaryshare capital of 185,956,438 PureCircle Shares, and represents an opportunity for PureCircleShareholders to realise a cash sum for their PureCircle Shares today.

Share AlternativeAs an alternative to the Cash Offer, eligible PureCircle Shareholders can elect to receive:

for each Scheme Share: 1 Bidco B Share

in lieu of the full Cash Consideration to which they would otherwise be entitled under theAcquisition (subject to scaling back in accordance with the terms of the Share Alternative) andsubject to the terms and conditions of the Share Alternative detailed in Appendix IV below.

* Pursuant to the Implementation Agreement, Bidco and PureCircle have agreed that theTakeover Code does not apply (as a matter of law) and that the Panel does not havejurisdiction over the Acquisition; however, the Acquisition will be implemented as if certainrules of the Takeover Code applied and accordingly, that the Scheme Document shallinclude an estimate of value for the shares offered as part of the Share Alternative as if Rule24.11 of the Takeover Code applied.

* Citi has prepared an estimate of the value of an unlisted Bidco B Share (togeher with theassumptions, qualifications and caveats forming the basis of its estimate of value) and is setout in a letter contained in Appendix V of this document. The Estimate of Value has beenprovided to Bidco solely for the purposes and requirements of Rule 24.11 of the TakeoverCode as if it applied to the Acquisition, and shall not be used or relied upon for any otherpurpose whatsoever. No recommendation is given by Citi as to whether PureCircleShareholders should elect for the Share Alternative or refrain from making such an election.

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* Only eligible Scheme Shareholders who hold their Scheme Shares through a nominee accountcan elect for the Share Alternative in relation to part of their holding of Scheme Shares, onbehalf of their respective nominees. There can be no partial elections for the Share Alternativewith respect to the underlying nominee account of a single nominee.

* All other eligible Scheme Shareholders will only be able to elect for the Share Alternative inrelation to their entire holding of Scheme Shares and not part only. The Share Alternative islimited to a maximum of 111,874,671 Bidco B Shares, which will be available for eligibleScheme Shareholders holding a maximum of approximately 60 per cent. of the PureCircleShares. To the extent that the elections for the Share Alternative cannot be satisfied in full,they will be scaled back pro rata to the size of such elections (subject to any roundingadjustments as Bidco, in its absolute discretion, considers practicable) and the balance of theconsideration due to Scheme Shareholders who have made such elections will be satisfied incash in accordance with the terms of the Acquisition.

* Given that the Share Alternative is limited to a maximum of 111,874,671 Bidco B Shares, andPureCircle Shareholders and Directors have irrevocably undertaken to elect for the ShareAlternative totalling 125,106,255 PureCircle Shares (as set out in paragraph 8 of this Part I),the availability of the Share Alternative will be subject to pro rating and PureCircleShareholders electing for the Share Alternative will receive a mix of cash and Bidco B Sharesunder the Acquisition, with the split dependent on the level of elections from other PureCircleShareholders electing for the Share Alternative.

* The Share Alternative is not being made available to Restricted Overseas Shareholders,including Scheme Shareholders located or resident in the United States or who are otherwiseUS Persons, who shall receive cash pursuant to the Scheme.

* Upon completion of the Acquisition, the Bidco B Shares received by Scheme Shareholderselecting for the Share Alternative will represent a minority investment in Bidco, which will becontrolled by Ingredion. The Bidco B Shares will be unlisted, that is, not admitted to trading onany stock exchange, and will be subject to, among other things, restrictions on transfer. Thereare no plans to seek a public quotation on any recognised investment exchange or otherpublic market for the Bidco B Shares to be issued to PureCircle Shareholders under the ShareAlternative. Further details on Bidco and the rights attaching to the Bidco Shares are set out inAppendix II of this document.

* Immediately after the Scheme becomes Effective, Bidco will issue 261,643,939 additionalBidco A Shares to Ingredion for a total subscription price of US$130 million in connection withthe Bidco Equity Injection, thereby diluting the shareholding of PureCircle Shareholders whovalidly accept the Share Alternative by approximately 58 per cent. This represents an issueprice per new Bidco Share of US$0.4969 equivalent to £0.4047 at an exchange rate of1.2277 USD:GBP on the Last Practicable Date. The proceeds of the subsequent PureCircleEquity Injection, that is due to take place shortly after the Bidco Equity Injection, will be used(together with PureCircle’s then existing cash resources) to repay the Outstanding PureCircleDebt (approximately US$137.9 million as at the Last Practicable Date), with any remainingbalance to be used for general working capital purposes. Following the Bidco Equity Injection,Ingredion shall hold approximately 75 per cent. of the total number of Bidco Shares in issue,with PureCircle Shareholders who validly accept the Share Alternative holding the remainder.The effect of the Bidco Equity Injection will be that each Scheme Shareholder who has electedfor the Share Alternative will suffer an immediate dilution of their shareholding in Bidco ofapproximately 59 per cent. and the overall percentage of Bidco Shares which the SchemeShareholders hold in Bidco will decrease from approximately 60 per cent. to approximately25 per cent.

Upon completion of the Acquisition, the Bidco Equity Injection and the PureCircle Equity Injection:

* PureCircle will be wholly owned by Bidco;

* Bidco will be controlled by Ingredion, which will hold approximately 75 per cent. of the BidcoShares in issue;

* PureCircle Shareholders electing for the Share Alternative described below will hold theremaining Bidco Shares as a minority investment, having been diluted from a holding ofapproximately 60 per cent. in Bidco to a holding of approximately 25 per cent. in Bidco;

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* the Bidco Shares will not be admitted to trading on any stock exchange;

* PureCircle is expected to have repaid the Outstanding PureCircle Debt; and

* Ingredion and the minority shareholders in Bidco will be parties to a Shareholders’ Agreementthat, among other things, will impose restrictions on transfers of Bidco Shares.

Subject to the Scheme becoming Effective, PureCircle does not intend to pay any final or otherdividend in respect of the financial year ended 30 June 2019 or the financial year ending 30 June2020. The Cash Offer and the Share Alternative (as applicable) both assume that PureCircleShareholders will not receive a final dividend in respect of PureCircle’s financial year ended30 June 2019 or the financial year ending 30 June 2020. If, on or after the Announcement Dateand prior to the Effective Date, any dividend, distribution or other return of value is declared, madeor paid by PureCircle, the Cash Offer and the Share Alternative shall be reduced accordingly. Insuch circumstances, PureCircle Shareholders would be entitled to retain any such dividend,distribution or other return of value declared, made or paid.

If the Scheme becomes Effective, Scheme Shareholders will not be entitled to receive payments forany amounts less than one pence and any such amounts will be disregarded. Any amounts payableto Scheme Shareholders which include fractions of one pence will be rounded down to the nearestwhole penny and such fractional entitlements will be disregarded.

Scheme becoming EffectiveIt is expected that, subject to the satisfaction or (where applicable) waiver of the Conditions, theEffective Date will be on or around 1 July 2020.

If the Scheme becomes Effective, it will be binding on all Scheme Shareholders, irrespective ofwhether or not they attended or voted at the Court Meeting or the General Meeting, or whether theyvoted in favour of or against the Scheme, and the Scheme Shares will be cancelled, with anequivalent number of new PureCircle Shares to be allotted to Bidco fully paid. Further details of theScheme are set out in the Explanatory Statement in Part II and the terms of the Scheme in Part IIIof this document.

It is expected that PureCircle will close its register of members after close of business on 1 July2020 and that the admission to trading of the PureCircle Shares, and dealings in such shares, willbe suspended from 8:00 a.m. (London time) on 2 July 2020. It is intended that application will bemade to the London Stock Exchange for PureCircle Shares to cease to be traded on the MainMarket with effect from the first Business Day following the Effective Date.

The Explanatory Statement in compliance with section 100(1)(a) of the Bermuda Companies Act isset out in Part II of this document.

3. Background to and reasons for the AcquisitionSugar reduction is one of Ingredion’s five specialities growth platforms and Ingredion is committedto invest in its growth. Stevia is a core product for the sugar reduction portfolio.

Ingredion has followed the development of PureCircle for several years and believes that it is afundamentally strong and attractive business that will be a great fit with Ingredion’s long-termstrategy, given PureCircle’s leadership position in this space. Beyond its leadership in the market,PureCircle brings unrivalled innovation and manufacturing expertise related to stevia. The IngredionDirectors further believe that the Acquisition will allow it to build on these strengths and thatleveraging Ingredion’s global go to market network, as well as its formulation expertise and broadproduct portfolio will drive both growth synergies, as well as significant savings.

Finally, both Ingredion and PureCircle have a proud legacy and share a similar culture.

4. Background to and reasons for the recommendationBackgroundIn September 2019, PureCircle announced a postponement of publication of its results for the yearended 30 June 2019. During the course of the audit of the PureCircle Group’s financial statementsfor the year ended 30 June 2019, PureCircle’s auditors made the Board aware that they wereunable to reconcile the value of the PureCircle Group’s inventory between two internal systems

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which were used to account for and manage inventory cost allocation. The auditors also identified anumber of non-commercial transactions, and certain sales that appeared not to have been recordedin the appropriate accounting period.

The PureCircle Board appointed professional advisers to carry out an investigation, which resultedin a delay of the publication of the results for the year ended 30 June 2019, during which it wasidentified that historical inventory was overstated and historical costs of sales was understated,which resulted in a restatement of the results for the year ended 30 June 2018, and openingretained earnings based on prior period adjustments identified during the course of the 30 June2019 audit, which were announced together on 31 March 2020.

Those results presented revenue of US$124.0 million and Adjusted EBITDA of US$(29.6) million forthe year ended 30 June 2019, and revenue of $126.6 million and Adjusted EBITDA of $14.7 millionfor the year ended 30 June 2018 (restated). Net debt as at 30 June 2019 was US$68.6 million, andas at 30 June 2018 was US$98.1 million.

The Closing Price of PureCircle’s Shares upon suspension on 28 October 2019 was 131.2 pence.The FTSE All-Share Index has reduced by approximately 18 per cent. over the period between thedate of the suspension and the Last Practicable Date.

Trading and liquidity positionSince the last financial year-end, PureCircle has suffered from severe cash flow constraints whichhave significantly hindered PureCircle in its day to day operations. During this period, PureCircle,together with PureCircle Trading Sdn. Bhd., approached senior lenders under the Senior FacilitiesAgreement, and received support through a waiver and amendment to the Senior FacilitiesAgreement in February 2020. This waiver and amendment to the Senior Facilities Agreement alsoprovided US$8.6 million in additional senior revolving credit facility commitments by PureCircle’ssenior lenders. At the same time, an additional US$8.6 million of unsecured subordinated loans wasprovided by certain shareholders pursuant to the Shareholder Loan Agreement.

PureCircle had been actively exploring alternative financing options to refinance its existing termloan before it matures, but had not identified an option which it believed to be is deliverable in thenear term and likely to be more attractive to PureCircle Shareholders than the Acquisition.

The supply of stevia is vital for the success of PureCircle, and developing better, more productivecultivars has been a key focus for PureCircle, which is beginning to show progress. In FY 2020,about 25 per cent. of leaf grown in China will be of a variety developed by PureCircle that hassome 40 per cent. more steviol glycosides than previous stevia varieties. This hardy variety growswell and promises significant unit cost reductions (and gross margin improvements) for PureCircle’sproducts going forwards. In the financial year ending 30 June 2021, PureCircle is planning thatnearly all of the leaf grown for PureCircle by its contracted farmers will be of this new, highlyproductive variety. Balanced against this, however, trading by PureCircle during the current financialyear has been impacted by a number of key factors, including the impact of COVID-19 onproduction and supply, and the challenges associated with the suspension of PureCircle’s sharesand investigation in 2019, which have impacted negatively on both revenue generation and grossmargin achievement during the financial year to date.

On 9 April 2020, PureCircle announced its unaudited interim results for the six month period ending31 December 2019. PureCircle generated revenue in the period of approximately US$46.8 million,gross profit of US$10.7 million and loss before taxation of US$13.8 million. Adjusted EBITDA for theperiod was US$(3.1) million. Net debt was US$82.6 million at 31 December 2019.

As part of its unaudited interim results announcement, PureCircle provided an update on trading inJanuary and February 2020, noting that performance was sluggish as a result of the global COVID-19 pandemic, generating revenue of approximately US$17.0 million. The PureCircle Directors notedat that point that, while they expected the business to generate positive cash flows, they believedPureCircle may face difficulty in sustaining profit margins in the short term. The PureCircle Directorsalso set out that there was a risk, particularly in relation to COVID-19, that the PureCircle Groupmay not have sufficient liquidity up until the financing arrangements under the Senior FacilitiesAgreement are required to be repaid in November 2020.

Following the Announcement Date, PureCircle agreed and accepted the 2020 PureCircle RevolvingLoan Facility with a limit of US$33 million with The Hongkong and Shanghai Banking Corporation

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Limited, Offshore Banking Unit Labuan. The proceeds of this facility will provide the PureCircleGroup with additional liquidity to meet general operational and working capital requirements in themonths leading up to completion of the Acquisition. The 2020 PureCircle Revolving Credit Facility issecured by a standby letter of credit issued by HSBC Bank USA, N.A. on behalf of Ingredion.Interest will be payable on amounts drawndown at a rate of 3% above 3-months USD LIBOR. The2020 PureCircle Revolving Credit Facility is scheduled to terminate on 28 December 2020.

While the 2020 PureCircle Revolving Credit Facility has provided much needed short term liquidityto support PureCircle in the months leading up to completion of the Acquisition, PureCircle is,however, still facing material uncertainties related to its financing arrangements under the SeniorFacilities Agreement, which matures on 30 November 2020.

Ingredion approachIn late 2019, the PureCircle Board received an approach from Ingredion. The PureCircle Boardbelieves that Ingredion represents a natural partner for PureCircle, as a result of Ingredion’scommitment to significant investment in sugar reduction, which represents one of Ingredion’s fivespecialties growth platforms, combined with Ingredion’s access to innovation and manufacturingexpertise in stevia. A combination is expected to drive significant growth synergies and costsavings.

The PureCircle Board had carefully considered, and progressed, a number of alternative options forPureCircle, including the potential for debt refinancing or equity raising, but believe that the CashOffer represents an attractive opportunity for PureCircle Shareholders to receive the certainty ofcash today – against the backdrop of material uncertainty in relation to the ability of PureCircle torefinance its Debt Facilities before they mature – while still providing PureCircle Shareholders withthe option of retaining a reduced equity interest in a deleveraged PureCircle through the ShareAlternative.

As part of its proposal to the PureCircle Board, Ingredion placed an upper limit on the amount ofcash it was willing to invest as part of the Acquisition, combined with a required level of ongoingequity ownership in Bidco, and therefore held discussions with a number of the larger PureCircleShareholders to ask them to elect for the Share Alternative. In considering their recommendation,the PureCircle Board has therefore noted that a material proportion of PureCircle’s Shareholdershave provided Irrevocable Undertakings to vote in favour of the various resolutions required to effectthe Acquisition. The PureCircle Shareholders providing Irrevocable Undertakings to elect for theShare Alternative have done so in the knowledge that this provides all other PureCircleShareholders with the ability to choose either, at their option, to accept the Cash Offer for theirentire holding, or to elect for the Share Alternative on exactly the same terms (including in relationto pro-rating) as those PureCircle Shareholders providing Irrevocable Undertakings. Given the limiton the Share Alternative, the PureCircle Shareholders providing irrevocables for the ShareAlternative will receive a mix of cash and Bidco B Shares under the Acquisition, with the splitdependent on the level of elections from other PureCircle Shareholders electing for the ShareAlternative.

The PureCircle Directors also note Bidco’s stated intentions concerning PureCircle’s managementand employees, locations of business and strategic plans. In particular, the PureCircle Directors arepleased that Bidco intends to develop PureCircle’s business through organic initiatives and byacquisitions. The PureCircle Directors also welcome Bidco’s confirmation that, following completionof the Acquisition the existing contractual and statutory employment rights and pension entitlementsof all PureCircle’s management and employees will be fully safeguarded.

Irrespective of the Acquisition, in the light of the current global economic slowdown caused byCOVID-19, the PureCircle Directors have commenced a review of PureCircle’s cost base in order tomanage PureCircle’s cost structure more efficiently. While this process has only just commenced,the PureCircle Directors anticipate that this may result in a reduction in headcount across thePureCircle Group.

5. Information relating to IngredionIngredion is headquartered in Chicago, Illinois metropolitan area and is a leading global ingredientsolutions provider serving customers in more than 120 countries. With annual net sales of over$6 billion for the year ended 31 December 2019, Ingredion makes sweeteners, starches, nutrition

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ingredients and biomaterials that are used by customers in everyday products from food andbeverages to paper and pharmaceuticals. Ingredion employs approximately 11,000 people and hasa market capitalisation of over $5 billion. Ingredion’s common stock is listed on the New York StockExchange.

6. Information relating to BidcoBidco, a private limited liability company, was incorporated on 1 April 2020 under the laws ofEngland and Wales and will acquire the PureCircle Shares pursuant to the Acquisition. Bidco hasnot traded since the date of its incorporation nor entered into any obligations, other than inconnection with the Acquisition. Bidco is wholly owned by Ingredion.

7. Strategy, Directors, Management, Employees and LocationsBidco’s Strategic Plans for the PureCircle GroupThe Ingredion Directors and the PureCircle Directors believe that the combination of PureCircle andIngredion will bring each other a number of benefits, which will position the Combined Group tofurther drive growth and value.

Prior to the Acquisition Announcement, Ingredion reviewed certain PureCircle information for thepurposes of conducting a confirmatory due diligence exercise. Ingredion however, has not yet hadaccess to sufficiently detailed information from this review to formulate detailed plans or intentionsregarding the impact of the Acquisition on PureCircle and its business. Following completion of theAcquisition, Ingredion intends to work with PureCircle’s management team to undertake a detailedstrategic evaluation of PureCircle and its business. Ingredion has not yet begun to carry out thisdetailed evaluation (which is expected to take up to six months) or made any decisions in relationto specific actions that may be taken as a result.

Employees, Management and Employment RightsIngredion attaches great importance to the skills, expertise and experience of the existingmanagement and employees of PureCircle and Ingredion, and believes that they will be a key factorin maximising the opportunities and benefits the Acquisition will create for the Combined Group.

Ingredion recognises the important contribution that the management team and employees ofPureCircle have made to the success of PureCircle. Ingredion places a high value on people andbelieves that identifying and retaining key staff within PureCircle is of paramount importance. As isconsistent with its philosophy, Ingredion looks forward to determining with PureCircle managementhow best to continue the effective management and operations of PureCircle.

Ingredion recognises, however, that in order to achieve the expected benefits of the Acquisition,some operational and administrative restructuring may be required across both Ingredion andPureCircle following completion of the Acquisition. Preliminary integration work carried out to datehas confirmed that there is a potential overlap between the two businesses and the potential togenerate cost savings for the Combined Group through corporate, operational and administrativeefficiencies.

Accordingly, Bidco anticipates a potential reduction in the headcount across the Combined Group ofapproximately one per cent. This headcount reduction will predominantly come from supportfunctions and will be mainly driven by the removal of duplication across the operations of theCombined Group.

Bidco plans to fully observe, following completion of the Acquisition, contractual and statutoryemployment rights, including in relation to pensions, of all PureCircle employees. Bidco does notintend to make any material changes to the conditions of employment of the employees (or balanceof skills and functions) of PureCircle or its subsidiaries, other than to ensure that the conditions ofemployment are competitive and efficiently deliver value for the Combined Group.

On the Effective Date, it is intended that:

* the PureCircle Directors, other than PureCircle’s Chief Executive Peter Lai Hock Meng, willresign from their positions as statutory directors of PureCircle; and

* each of Sukgu Kim, Anthony DeLio and Michael Levy will be appointed to act as a director ofPureCircle (together, the “Incoming PureCircle Directors”).

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Further details of the intended Incoming PureCircle Directors are set out below.

(a) Sukgu Kim (Incoming PureCircle Director)

Sukgu Kim (“Mr Sukgu”) is to be appointed as the chief financial officer of PureCircle, bringinghis 20 years of experience in finance to his role with PureCircle. Mr Sukgu has been withIngredion for 16 years with increasing responsibilities, from country roles to regional rolesincluding experience in financial planning and analysis, controllership, audit and projectmanagement. Most recently, Mr Sukgu acted as the finance director of Ingredion’s ASEANIregion where he managed a US$400 million business in seven countries in South East Asiaand India.

Mr Sukgu holds a bachelor’s degree in public administration from Kwangwoon University inKorea and a MBA, Summa Cum Laude, from Korea University.

(b) Anthony DeLio (Incoming PureCircle Director)

Anthony DeLio (“Mr DeLio”) is the senior vice president, corporate strategy and chiefinnovation officer, responsible for developing Ingredion’s strategic plan and identifying growthopportunities through partnership and acquisition opportunities. Mr DeLio is responsible forglobal research, development and innovation ventures, which includes overseeing Ingredion’sIdea Labs focused on developing innovative solutions to meet the changing dynamics of theindustry. Prior to joining Ingredion in 2006, Mr DeLio held senior leadership positions withADM, Mars Inc. and Nestlé.

Mr DeLio holds a bachelor’s degree in chemical engineering from Rensselaer PolytechnicInstitute.

(c) Michael Levy (Incoming PureCircle Director)

Michael Levy (“Mr Levy”) is the vice president and associate general counsel, corporate,securities, finance and strategy for Ingredion. Mr Levy leads a team providing legal support forgovernance, corporate secretary, securities, capital markets, mergers and acquisitions,executive compensation and general corporate matters. Prior to joining Ingredion, Mr Levy heldpositions of increasing responsibility with respect to the Company’s North America and EMEA(Europe, Middle East & Africa) business segments as well as its corporate team.

Mr Levy has a bachelor of science in statistics and bachelor of arts in economics, both magnacum laude, from George Washington University. He also has a Juris Doctor degree fromNorthwestern University School of Law and a MBA, with honours, from the University ofChicago Graduate School of Business, with concentrations in finance, strategy andentrepreneurship.

Pension SchemesBidco intends that PureCircle’s existing defined contribution pension arrangements will remain inplace following the Acquisition. The arrangements could be changed in the future if consideredappropriate and subject to overriding legal requirements, however, there is no current intention to doso. The contributions to PureCircle’s existing defined contribution pension arrangements and theadmission of new members to the arrangements will continue on the current basis following theAcquisition. Again, these could be changed in the future (subject to overriding legal requirements),but there is no current intention to do so.

As far as Bidco is aware, no member of the PureCircle Group participates in a defined benefitpension scheme.

Following completion of the Acquisition, subject to the potential headcount reduction mentionedabove, the existing employment rights, including pension rights, of the management and employeesof the PureCircle Group will be fully safeguarded.

Headquarters and LocationsOn completion of the Acquisition, Ingredion’s headquarters will continue to be in the Chicago, Illinoismetropolitan area in the USA and the future of PureCircle’s headquarters will be considered as partof the integration review.

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Bidco intends to leverage the Combined Group’s global presence to consolidate offices wherefeasible in order to reduce property expenses, and to enable colleagues to work more closelytogether. Proposals regarding plans for locations will be considered as part of the integration review,following completion of the Acquisition.

Other than as described above, Bidco has no intention of redeploying PureCircle’s existing materialfixed assets or of effecting a material change to the strategic plans, operations or locations of thebusiness.

Other ItemsBidco recognises, however, that to achieve the intended benefits of the Acquisition, the research,development and innovation activities of PureCircle and Ingredion will need to be balanced tosupport the sales potential of the sugar reduction platform.

Bidco’s intention following completion of the Acquisition is to seek to delist the PureCircle Shares,as further described at paragraph 12 below.

Bidco also intends to implement a merger of Pure Circle into Bidco, the exact mechanics of whichwill be determined following completion of the Acquisition but with the intention that Bidco will bethesurviving company following the merger. This merger is expected to be done in a manner such thatthe result of the merger is consistent with the statements of intention set out in this paragraph 7.

Bidco expects to generate savings from economies of scale and operational efficiencies includingfrom IT optimisation, back office consolidation and other operational and infrastructure improvementsdue to economies of scale across the two companies.

No statements in this paragraph 7 constitute “post-offer undertakings” for the purposes of Rule 19.5of the Takeover Code.

8. PureCircle Share PlansDetails of the PureCircle Share Plans are set out in paragraph 9 of Part II of this document.

9. Irrevocable UndertakingsBidco has received an Irrevocable Undertaking to vote (or to procure or direct that the registeredholders of the relevant PureCircle Shares, vote) in favour of the Scheme at the Court Meeting andthe Resolutions to be proposed at the General Meeting, and to elect for the Share Alternative (andnot elect for the Cash Offer), from its Chief Executive Officer, Peter Lai Hock Meng, in respect ofhis 381,693 PureCircle Shares of which he is the beneficial holder or in which he is interested,representing approximately 0.2 per cent. of the existing issued ordinary share capital of PureCirclein issue on the Last Practicable Date.

Bidco has also received Irrevocable Undertakings to vote (or to procure or direct that the registeredholders of PureCircle Shares of which they are the beneficial holders or in which they areinterested, vote) in favour of the Scheme at the Court Meeting and the Resolutions at the GeneralMeeting, and to elect, at their option, for either the Cash Offer or the Share Alternative, from thePureCircle directors Olivier Maes and Guy Wollaert, in respect of their individual holdings ofPureCircle Shares, being, in aggregate, 540,021 PureCircle Shares of which they are the beneficialholders or in which they are interested, representing approximately 0.3 per cent. of the existingissued ordinary share capital of PureCircle in issue on the Last Practicable Date.

In addition, Bidco has received Irrevocable Undertakings to vote in favour of the Scheme at theCourt Meeting and the Resolutions at the General Meeting, and to elect for the Share Alternative(and not elect for the Cash Offer), from its shareholders Asian Investment Management ServicesLimited, Magomet Malsagov, OLAM International Limited, Halfmoon Bay Capital, Wang TakCompany Ltd., Tan Boon Seng and the Alwaha Fund Limited (an investment vehicle of Wan AzmiWan Hamzah, Tan Sri) in respect of, in aggregate, 124,724,562 PureCircle Shares representingapproximately 67.6 per cent. of the existing issued ordinary share capital of PureCircle in issue onthe Last Practicable Date.

In total, therefore, Bidco has received Irrevocable Undertakings to vote (or procure or direct that theregistered holders of PureCircle Shares of which they are the beneficial holders or in which they are

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interested vote) in favour of the Scheme at the Court Meeting and the Resolutions at the GeneralMeeting in respect of, in aggregate, 125,646,276 PureCircle Shares representing approximately68.1 per cent. of the PureCircle Shares in issue on the Last Practicable Date.

From the total Irrevocable Undertakings received, the Share Alternative has been elected withrespect to 125,106,255 PureCircle Shares representing approximately 67.8 per cent. of the existingissued share capital of PureCircle in issue on the Last Practicable Date. As a result, this allows theremaining PureCircle Shareholders to elect for, at their sole option, either the Cash Offer or theShare Alternative (subject to pro rating of the Share Alternative).

Further details of the Irrevocable Undertakings, including the circumstances in which they cease tobe binding, are set out in paragraph 8 of Appendix VII to this document.

10. Information relating to PureCirclePureCircle is a leading producer and innovator of stevia sweeteners for the global food andbeverage industry. PureCircle collaborates with farmers who grow the stevia plants and with foodbeverage companies which seek to improve their low-and no-calorie formulations using a sweetenerfrom plants. PureCircle combines advanced research and development with full vertical integrationfrom farm to high-quality, great-tasting innovative stevia sweeteners. It has been granted over 214stevia-related patents with more than 300 applied for patents pending. Regulatory approvals in thePhilippines for both versions of PureCircle’s Reb M stevia leaf sweetener in September 2019 werefollowed by approvals in Australia, New Zealand, Indonesia, Thailand, Vietnam and Taiwan.

PureCircle has offices in Europe, Asia and other locations globally. PureCircle’s registered office islocated in Bermuda. PureCircle employs approximately 1,000 people globally.

Founded in 2002, PureCircle is incorporated in Bermuda and listed on the Main Market. On28 October 2019, PureCircle’s Shares were suspended from trading on the Main Market, pendingpublication of PureCircle’s audited financial statements for the financial year ended 30 June 2019.PureCircle announced its final audited results for the financial year ended 30 June 2019 on31 March 2020, and its unaudited results for the six month period ended 31 December 2019,together with a trading update for January and February 2020, on 9 April 2020. Both the auditedresults and the interim results can be found on PureCircle’s website at https://purecircle.com/reports-announcements/. Following these announcements, PureCircle’s Shares were restored to trading on15 April 2020.

PureCircle generated revenue of approximately US$124.0 million, gross profit of US$1.2 million anda loss before taxation of US$72.2 million for the financial year ended 30 June 2019. PureCircle’soperating loss was primarily due to an inventory net realisable value write down of US$19.7 millionand a provision of slow-moving inventory of US$14.8 million, offsetting against other income ofUS$5.5 million received from a R&D supplier on termination of a R&D agreement.

11. Description of the SchemeIt is intended that the Acquisition shall be effected by means of a Court-sanctioned scheme ofarrangement between PureCircle and the PureCircle Shareholders under section 99 of the BermudaCompanies Act, although Bidco reserves the right to implement the Acquisition by means of aTakeover Offer, further details of which are set out in paragraph 11(d) of Part II of this document.

The purpose of the Scheme is to provide for Bidco to become the holder of the entire issued sharecapital of PureCircle by cancelling the existing PureCircle Shares in exchange for either cashpursuant to the Cash Offer or the issue of Bidco B Shares pursuant to the Share Alternative andthe issue of new PureCircle Shares to Bidco.

The Acquisition shall be subject to the Conditions and further terms set out below and inAppendix I to this document and to be set out in the Scheme Document and shall only becomeEffective if, among other things, the following events occur on or before the Long Stop Date:

(a) passing of resolutions at the General Meeting (including approval of the PureCircle EquityInjection and amendments to the PureCircle Bye-laws to ensure that any PureCircle Sharesissued after the Scheme Record Time will automatically be acquired by Bidco (or as it maydirect) in exchange for the same cash price per PureCircle Share as is due in respect ofPureCircle Shares acquired by Bidco under the Scheme);

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(b) a majority in number representing 75 per cent. (in value) in each class of members presentand voting either in person or by proxy at a meeting sanctioned by the Court votes in favourof the Scheme;

(c) subsequent to the above voting threshold being attained, the Court making an ordersanctioning the Scheme;

(d) the Special Resolutions required to implement the Scheme being duly passed by VotingScheme Shareholders representing at least 75 per cent. of votes cast at the General Meeting;

(e) the necessary compliance with the procedural requirements, if any, of the Bermuda CompaniesAct in relation to any reduction of the issued and/or to be issued share capital of PureCircleassociated with the cancellation of the Scheme Shares; and

(f) a copy of the Order from the Court sanctioning the Scheme being delivered to the Registrar ofCompanies.

PureCircle Shareholders should take note of the Conditions of Material Significance. The effect ofeach Condition of Material Significance is that, Bidco may be entitled to withdraw the Acquisition if:

* except as Disclosed (which excludes PureCircle’s 1H FY 20 Interim Results), Bidco becomesaware that the PureCircle Group, was not, on 9 April 2020, or, if it thereafter ceases to be, theowner, free of Encumbrances (save for those Encumbrances created in the ordinary course ofbusiness or pursuant to third party financing documents that were Disclosed prior to theAcquisition Announcement) of its material Supply Assets in China and/or in Malaysia and/or ofits material registered patent assets;

* a UK regulatory authority has imposed, announced or confirmed in writing that it will impose, afine, or other financial penalty, on any member(s) of the PureCircle Group in an amount ofmore than an amount which PureCircle and Bidco have agreed is material (individually and/orin aggregate), in connection with the matters relating to the classification and valuation ofinventory and/or PureCircle’s accounting records, as referred to in the PureCircle UpdateAnnouncements (and in determining such amount for these purposes, then any penaltiesimposed on individuals in connection with such matters shall not be included); or

* during the six month period which commenced on 1 January 2020, the PureCircle Group (inits internal monthly accounting records produced in a manner consistent with the PureCircleaccounts for the financial year ended 30 June 2019) shall have recorded revenue of less thanUS$40 million, but excluding any decline in revenue to the extent arising out of, resulting from,or attributable to: (i) any adverse changes in exchange rates; (ii) any adverse changes inapplicable laws, regulations or accounting standards or practices affecting the PureCircleGroup; and (iii) any import or export prohibition or restriction imposed by any governmental orregulatory authority, except where such prohibition or restriction is specific to PureCircle andhas been imposed as a result of PureCircle’s breach of applicable law.

Each of the Conditions of Material Significance is deemed material by Bidco in making theAcquisition at the price of the Cash Offer and ratio of the Share Alternative.

The Scheme shall lapse if:

* the Court Meeting and the General Meeting are not held on or before the 22nd day after theexpected date of such Court Meeting and General Meeting to be set out in the SchemeDocument (or such later date (if any) as may be agreed by Bidco and PureCircle and, ifrequired, the Court may allow);

* the Court Hearing is not held on or before the 22nd day after the expected date of the CourtHearing to be set out in the Scheme Document in due course (or such later date (if any) asmay be agreed by Bidco and PureCircle and, if required, the Court may allow); or

* the Scheme does not become Effective by the Long Stop Date,

provided, however, that the deadlines for the timing of the Court Meeting, the General Meeting andthe Court Hearing as set out above may be waived by Bidco, and the deadline for the Scheme tobecome Effective may be extended by agreement between PureCircle and Bidco.

If any Condition is not capable of being satisfied by the dates specified therein, Bidco shall makean announcement through a Regulatory Information Service as soon as practicable and, in any

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event, by no later than 8.00 a.m. on the Business Day following the date so specified, statingwhether Bidco has invoked that Condition, (where applicable) waived that Condition or, with theagreement of PureCircle, specified a new date by which that Condition must be satisfied.

All PureCircle Shareholders are entitled to attend the Court Hearing in person and through counsel.

If the Scheme is withdrawn or lapses, all documents of title and other documents lodged with anyForms of Proxy, Forms of Instruction or Form of Election will be returned to the relevant SchemeShareholder as soon as practicable and, in any event, within 14 days of such lapse or withdrawal.

Upon the Scheme becoming Effective, it shall be binding on all PureCircle Shareholders,irrespective of whether or not they attended or voted at the Court Meeting or the GeneralMeeting.

The Cash Consideration due under the Acquisition will be despatched by cheque or credited toCREST accounts (as applicable), and in the case of valid elections for the Share Alternative, thecertificates for such applicable number of Bidco B Shares will be despatched to the personsentitled thereto in lieu of the Cash Consideration, in each case no later than 14 days after theEffective Date.

The Scheme is governed by the laws of Bermuda and is subject to the jurisdiction of the courts ofBermuda.

12. Cancellation of admission to trading of PureCircle SharesPrior to the Scheme becoming Effective, an application will be made to the London Stock Exchangefor admission of the PureCircle Shares to trading on the Main Market to be cancelled from orshortly after the Effective Date. The last day of dealings in PureCircle Shares on the Main Market isexpected to be the Business Day immediately prior to the Effective Date and no transfers shall beregistered after 6.00 p.m. (London time) on that date.

On the Effective Date, share certificates in respect of PureCircle Shares will cease to be valid andentitlements to PureCircle Shares held within the CREST system will be cancelled.

13. United Kingdom taxationA summary of certain aspects of UK taxation, which is intended as a general guide only and not asadvice, is set out in Appendix VI to this document. If you are in any doubt as to your tax position,or if you are subject to tax in a jurisdiction outside the UK, you should consult an appropriateindependent professional adviser immediately.

14. Overseas ShareholdersOverseas Shareholders should refer to paragraph 17 of Part II of this document.

15. Action to be takenFor the Court Meeting, it is important that as many votes as possible are cast so that the Courtmay be satisfied that there is a fair and reasonable representation of Scheme Shareholders’opinion. You are therefore strongly urged, as soon as possible, to complete and return your Formsof Proxy if you hold PureCircle Shares in certificated form (that is, not in CREST) or submit yourvoting instructions via the Online Proxy Voting Service (www.investorcentre.co.uk/eproxy). If you holdPureCircle Shares in uncertificated form (that is, in CREST), you need to complete and return yourForms of Instruction or to submit your voting instructions via the CREST Electronic Voting Service inaccordance with the procedures set out in the CREST Manual. Your attention is drawn toparagraph 16 of Part II of this document which explains the actions you should take in relation tothe Acquisition.

Overseas Scheme Shareholders should refer to paragraph 17 of Part II of this document. Noticesconvening the Court Meeting and General Meeting are set out in Appendix X and Appendix XI,respectively, to this document. You should read the whole of this document and accompanyingForms of Proxy, Forms of Instruction and Form of Election, and not rely solely on theinformation contained in this letter or the Explanatory Statement.

If you are eligible and wish to elect for the Share Alternative, in respect of all, but not someonly, of your PureCircle Shares, you must also complete the PINK Form of Election in

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accordance with the instructions printed on such form and return your Form of Election or,if you hold your PureCircle Shares through CREST, submit an Electronic Election (via TTEinstruction) in respect of all of your PureCircle Shares, in each case, by the Election ReturnTime. The prepaid envelope provided with this document may be used (within the UK only)for the return of the Forms of Proxy, the Forms of Instruction and the Form of Election (asapplicable). PureCircle Shareholders who do not wish to elect for the Share Alternative donot need to complete or return the Form of Election. PureCircle Shareholders who are in aRestricted Jurisdiction are only eligible to receive the Cash Offer, and are not eligible toelect for the Share Alternative.

If you have any questions relating to the completion and return of the Forms of Proxy, the Forms ofInstruction, the Form of Election, the online Computershare portal or the CREST Electronic VotingService, please call the Shareholder Helpline on +44 (0) 370 707 4040 which is charged at thestandard geographic rate and will vary by provider.


16. PureCircle Directors RecommendationCash OfferThe PureCircle Directors, who have been so advised by KPMG as to the financial terms of theCash Offer, consider the terms of the Cash Offer to be fair and reasonable. In providing its adviceto the PureCircle Directors, KPMG has taken into account the commercial assessments of thePureCircle Directors. KPMG is providing independent financial advice to the PureCircle Directors forthe purposes of the Cash Offer.

Accordingly, the PureCircle Directors recommend unanimously that PureCircle Shareholders vote infavour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or, in theevent that the Acquisition is implemented by way of a Takeover Offer, to accept or procureacceptance of the Takeover Offer) as the PureCircle Directors (and their connected persons) whohold PureCircle Shares have each irrevocably undertaken to do in respect of their own beneficialholdings of 921,714 PureCircle Shares representing, in aggregate, approximately 0.5 per cent. ofthe share capital of PureCircle in issue on the Last Practicable Date.

Share AlternativeIn considering the terms of the Share Alternative, the PureCircle Directors note that, while the BidcoShares provide the option for a continued equity ownership in PureCircle with a much reduced debtlevel, the Bidco Shares will be unlisted and will represent a minority investment in a companycontrolled by Ingredion, following a material dilution of the relative holding of PureCircleShareholders who elect for the Share Alternative. Subject to the amount of the Bidco EquityInjection that will occur immediately after the Scheme becomes Effective, the PureCircleShareholders who validly accept the Share Alternative will hold approximately 25 per cent. of theBidco Shares in issue, with Ingredion holding the remainder. The Bidco Shares will not be admittedto trading on any stock exchange or other public market and, with the exception of a number ofmechanisms set out in the Shareholders’ Agreement, will therefore be illiquid. As a result of the lackof trading market for the Bidco Shares, their value will be uncertain and there may be more limitedopportunities to sell the Bidco Shares other than pursuant to the exit provisions agreed in theShareholders’ Agreement. Bidco has put in place a specific dividend policy which allows, subject tocertain restrictions, for the distribution of a proportion of free cashflow to Bidco Shareholders. Inaddition, the Shareholders’ Agreement amongst Ingredion and the minority shareholders in Bidco willimpose significant restrictions on transfers of the Bidco Shares.

For the reasons set out above, together with the risk factors and other investment considerationsset out in Appendix II of this document, the PureCircle Directors are not making anyrecommendation to PureCircle Shareholders as to whether or not they should elect for the ShareAlternative. The Share Alternative is not being made available to Restricted Overseas Shareholders,including PureCircle Shareholders located or resident in the United States or who are otherwise USPersons, who shall receive cash pursuant to the Scheme. However, the PureCircle Directorsrecommend that PureCircle Shareholders ensure that they are fully cognisant of, and are prepared

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to accept, the risks and other investment considerations attaching to ownership of unlisted securitiesand have taken independent professional advice appropriate to their own financial circumstancesand investment objectives before making any election for the Share Alternative. Any decision toelect for the Share Alternative should be based on independent financial, tax and legal advice andfull consideration of this document.

17. Further informationYour attention is drawn to the letter from KPMG set out in Part II of this document (being theExplanatory Statement pursuant to section 100(1)(a) of the Bermuda Companies Act). The terms ofthe Scheme are set out in full in Part III of this document. Your attention is also drawn to the furtherinformation contained in this document and, in particular, to the Conditions to the implementation ofthe Acquisition in Appendix I, the information on UK taxation in Appendix VI and the additionalinformation set out in Appendix III to this document.

You are advised to read the whole of this document and the accompanying Forms of Proxy,Forms of Instruction and the Form of Election, and not just rely on the summary informationcontained in this letter.

Yours faithfully

Dato’ Robert Cheim Dau MengChairmanPureCircle Limited

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PART II

EXPLANATORY STATEMENT

(in compliance with section 100(1)(a) of the Bermuda Companies Act)

KPMG LLP

15 Canada SquareLondon

E14 5GLUnited Kingdom

(Registered in England and Wales with registered number OC301540)

18 May 2020

To all holders of PureCircle Shares and, for information only, to participants in the PureCircle SharePlans and persons with information rights

Dear PureCircle Shareholder,

Recommended Cash Acquisition of PureCircle Limited (“PureCircle”)

by Ingredion SRSS Holdings Limited (“Bidco”)

1. IntroductionOn 9 April 2020 (“Announcement Date”), the Boards of PureCircle and Bidco announced that theyhad reached agreement on the terms of a recommended cash offer pursuant to which Bidcointends to acquire the entire existing issued and to be issued ordinary share capital of PureCircle(“Acquisition”). The Acquisition is to be effected by means of a Court-sanctioned scheme ofarrangement between PureCircle and Scheme Shareholders under section 99 of the BermudaCompanies Act (“Scheme”).

The Scheme requires, among other things, the approval of the Scheme Shareholders and thesanction of the Court.

Your attention is drawn to the letter from the non-executive Chairman of PureCircle, Dato’Robert Cheim Dau Meng, set out in Part I of this document, which forms part of thisExplanatory Statement. That letter contains, among other things, the background to andreasons for the PureCircle Directors’ recommendation that all Scheme Shareholders vote infavour of the Scheme at the Court Meeting and the Resolutions at the General Meeting.

The PureCircle Directors, who have been so advised by KPMG as to the financial terms of theCash Offer, consider the terms of the Acquisition to be fair and reasonable. In providing its adviceto the PureCircle Directors, KPMG has taken into account the commercial assessments of thePureCircle Directors. KPMG is providing independent financial advice to the PureCircle Directors.

Accordingly, the PureCircle Directors recommend unanimously that PureCircle Shareholders vote infavour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or, in theevent that the Acquisition is implemented by way of a Takeover Offer, to accept or procureacceptance of the Takeover Offer) as the PureCircle Directors (and their connected persons) whohold PureCircle Shares have each irrevocably undertaken to do in respect of their own beneficialholdings of PureCircle Shares.

KPMG has been authorised by the PureCircle Directors to write to you to explain the Scheme andthe Cash Offer and to provide you with other relevant information. The terms of the Scheme are setout in full in Part III of this document.

Statements made or referred to in this Explanatory Statement relating to information concerningBidco, the reasons for the Acquisition, and financing the Acquisition reflect the views of Bidco.

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Statements made or referred to in this letter regarding the background to and reasons for therecommendation of the PureCircle Directors, information concerning the business of the PureCircleGroup, and/or intentions or expectations of or concerning the PureCircle Group, reflect the views ofthe PureCircle Directors, as relevant.

This Explanatory Statement contains a summary of the provisions of the Scheme. The terms of theScheme are set out in full in Part III of this document. Your attention is also drawn to the otherparts of this document, which are deemed to form part of this Explanatory Statement, includingPart I the Conditions and certain further terms set out in Appendix I and the additional informationset out in Appendix VII of this document. For overseas holders of PureCircle Shares, your attentionis drawn to paragraph 17 of this Part II, which forms part of this Explanatory Statement.

Please note that the timings set out in this document are indicative only and are subject to change.

2. Summary of the terms of the AcquisitionThe Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement undersection 99 of the Bermuda Companies Act. The Scheme is subject to the Conditions and furtherterms set out in Appendix I to this document. Further details of the Scheme are set out atparagraph 11 of this Explanatory Statement. The Scheme provides that, if it becomes Effective, allof the Scheme Shares will be cancelled and an equivalent number of PureCircle Shares shall beissued to Bidco.

Cash OfferUnder the terms of the Acquisition and pursuant to the Scheme, which is subject to the Conditionsand the further terms summarised below and in Part II of this document and set out in Appendix Ito this document, Scheme Shareholders who are on the register of members of PureCircle at theScheme Record Time will be entitled to receive:

for each Scheme Share: 100 pence in cashThe Cash Offer values the entire existing issued and to be issued ordinary share capital ofPureCircle at approximately £186.0 million, on the basis of the issued and to be issued ordinaryshare capital of 185,956,438 PureCircle Shares, and represents an opportunity for PureCircleShareholders to realise a cash sum for their PureCircle Shares today.

Share AlternativeAs an alternative to the Cash Offer, eligible PureCircle Shareholders can elect to receive:


in lieu of the full Cash Consideration to which they would otherwise be entitled under theAcquisition (subject to scaling back in accordance with the terms of the Share Alternative) andsubject to the terms and conditions of the Share Alternative detailed in Appendix IV below.

* Pursuant to the Implementation Agreement, Bidco and PureCircle have agreed that theTakeover Code does not apply (as a matter of law) and that the Panel does not havejurisdiction over the Acquisition; however, the Acquisition will be implemented as if certainrules of the Takeover Code applied and accordingly, that the Scheme Document shallinclude an estimate of value for the shares offered as part of the Share Alternative as if Rule24.11 of the Takeover Code applied.

* Citi has prepared an estimate of the value of an unlisted Bidco B Share (together with theassumptions, qualifications and caveats forming the basis of its estimate of value) and is setout in a letter contained in Appendix V of this document. The Estimate of Value has beenprovided to Bidco solely for the purposes and requirements of Rule 24.11 of the TakeoverCode as if it applied to the Acquisition, and shall not be used or relied upon for any otherpurpose whatsoever. No recommendation is given by Citi as to whether PureCircleShareholders should elect for the Share Alternative or refrain from making such an election.

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* Only eligible Scheme Shareholders who hold their Scheme Shares through a nominee accountcan elect for the Share Alternative in relation to part of their holding of Scheme Shares, onbehalf of their respective nominees. There can be no partial elections for the Share Alternativewith respect to the underlying nominee account of a single nominee.

* All other eligible Scheme Shareholders will only be able to elect for the Share Alternative inrelation to their entire holding of Scheme Shares and not part only. The Share Alternative islimited to a maximum of 111,874,671 Bidco B Shares, which will be available for eligibleScheme Shareholders holding a maximum of approximately 60 per cent. of the PureCircleShares. To the extent that the elections for the Share Alternative cannot be satisfied in full,they will be scaled back pro rata to the size of such elections (subject to any roundingadjustments as Bidco, in its absolute discretion, considers practicable) and the balance of theconsideration due to Scheme Shareholders who have made such elections will be satisfied incash in accordance with the terms of the Acquisition.

* The Share Alternative is not being made available to Restricted Overseas Shareholders,including Scheme Shareholders located or resident in the United States or who are otherwiseUS Persons, who shall receive cash pursuant to the Scheme.

* Upon completion of the Acquisition, the Bidco Shares received by Scheme Shareholderselecting for the Share Alternative will represent a minority investment in Bidco, which will becontrolled by Ingredion. The Bidco Shares will be unlisted, that is, not admitted to trading onany stock exchange, and will be subject to, among other things, restrictions on transfer. Thereare no plans to seek a public quotation on any recognised investment exchange or otherpublic market for the Bidco Shares to be issued to PureCircle Shareholders under the ShareAlternative. Further details on Bidco and the rights attaching to the Bidco Shares are set out inAppendix II of this document.

* Immediately after the Scheme becomes Effective, Bidco will issue 261,643,939 additionalBidco A Shares to Ingredion for a total subscription price of US$130 million in connection withthe Bidco Equity Injection thereby diluting the shareholding of PureCircle Shareholders whovalidly accept the Share Alternative by approximately 58 per cent. This represents an issueprice per new Bidco Share of US$0.4969 equivalent to £0.4047 at an exchange rate of1.2277 USD:GBP on the Last Practicable Date. The proceeds of the subsequent PureCircleEquity Injection, that is due to take place shortly after the Bidco Equity Injection, will be used(together with PureCircle’s then existing cash resources) to repay the Outstanding PureCircleDebt (approximately US$137.9 million as at the Last Practicable Date), with any remainingbalance to be used for general working capital purposes. Following the Bidco Equity Injection,Ingredion shall hold approximately 75 per cent. of the total number of Bidco Shares in issue,with PureCircle Shareholders who validly accept the Share Alternative holding the remainder.The effect of the Bidco Equity Injection will be that each Scheme Shareholder who has electedfor the Share Alternative will suffer an immediate dilution of their shareholding in Bidco ofapproximately 58 per cent. and the overall percentage of Bidco Shares which the SchemeShareholders hold in Bidco will decrease from approximately 60 per cent. to approximately25 per cent.

Subject to the Scheme becoming Effective, PureCircle does not intend to pay any final or otherdividend in respect of the financial year ended 30 June 2019 or the financial year ending 30 June2020. The Cash Offer and the Share Alternative (as applicable) both assume that PureCircleShareholders will not receive a final dividend in respect of PureCircle’s financial year ended30 June 2019 or the financial year ending 30 June 2020. If on or after the Announcement Date andprior to the Effective Date, any dividend, distribution or other return of value is declared, made orpaid by PureCircle, the Cash Offer and the Share Alternative shall be reduced accordingly. In suchcircumstances, PureCircle Shareholders would be entitled to retain any such dividend, distribution orother return of value declared, made or paid.

The Acquisition is subject to the Conditions and further terms set out in Appendix I of thisdocument, including the approval of eligible holders of Scheme Shares and the sanction of theScheme by the Court. The expected timetable of principal events is set out on page 18 of thisdocument. In particular, the attention of PureCircle Shareholders is drawn to the Conditions ofMaterial Significance, which are set out in paragraphs 3(k) to 3(m) inclusive, in Part A of Appendix I

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of this document. The effect of these Conditions of Material Significance is that, if any of them arenot met, Bidco will be entitled to withdraw the Acquisition.

PureCircle Shareholders should take note of the Conditions of Material Significance. The effect ofeach Condition of Material Significance is that, Bidco may be entitled to withdraw from theAcquisition if:

* except as Disclosed (which excludes PureCircle’s 1H FY 20 Interim Results), Bidco becomesaware that the PureCircle Group, was not, on 9 April 2020 (being the Announcement Date), or,if it thereafter ceases to be, the owner, free of Encumbrances (save for those Encumbrancescreated in the ordinary course of business or pursuant to third party financing documents thatwere Disclosed prior to the Acquisition Announcement) of its material Supply Assets in Chinaand/or in Malaysia and/or of its material registered patent assets;




If you wish the Scheme to become Effective, you are urged to sign and return the enclosed Formsof Proxy, Forms of Instruction, or other otherwise file your electronic voting instructions throughCREST or the Online Proxy Voting Service, as soon as possible. You should note that if there isinsufficient Scheme Shareholder support for the Scheme at the Meetings, the Scheme willnot become Effective.

3. Background to and reasons for the AcquisitionInformation relating to the background to and reasons for the Acquisition is set out in paragraph 3of Part I of this document.

4. Irrevocable UndertakingsBidco has received an Irrevocable Undertaking to vote (or to procure or direct that the registeredholders of the relevant PureCircle Shares, vote) in favour of the Scheme at the Court Meeting andthe Resolutions at the General Meeting, and to elect for the Share Alternative (and not elect for theCash Offer), from its Chief Executive Officer, Peter Lai Hock Meng, in respect of, his 381,693PureCircle Shares of which he is the beneficial holder or in which he is interested, representingapproximately 0.2 per cent. of the existing issued ordinary share capital of PureCircle in issue onthe Last Practicable Date.

Bidco has also received Irrevocable Undertakings to vote (or to procure or direct that the registeredholders of PureCircle Shares of which they are the beneficial holders or in which they areinterested, vote) in favour of the Scheme at the Court Meeting and the Resolutions at the GeneralMeeting, and to elect, at their option, for either the Cash Offer or the Share Alternative, from thePureCircle directors Olivier Maes and Guy Wollaert, in respect of their individual holdings ofPureCircle Shares, being, in aggregate, 540,021 PureCircle Shares of which they are the beneficialholders or in which they are interested, representing approximately 0.3 per cent. of the existingissued ordinary share capital of PureCircle in issue on the Last Practicable Date.

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In addition, Bidco has received Irrevocable Undertakings to vote in favour of the Scheme at theCourt Meeting and the Resolutions at the General Meeting, and to elect for the Share Alternative(and not to elect for the Cash Offer) from its shareholders Asian Investment Management ServicesLimited, Magomet Malsagov, OLAM International Limited, Halfmoon Bay Capital, Wang TakCompany Ltd., Tan Boon Seng and the Alwaha Fund Limited (an investment vehicle of Wan AzmiWan Hamzah, Tan Sri) in respect of, in aggregate, 124,724,562 PureCircle Shares representingapproximately 67.6 per cent. of the existing issued ordinary share capital of PureCircle in issue onthe Last Practicable Date.

In total, therefore, Bidco has received Irrevocable Undertakings to vote (or procure or direct that theregistered holders of PureCircle Shares of which they are the beneficial holders or in which they areinterested vote) in favour of the Scheme at the Court Meeting and the Resolutions at the GeneralMeeting in respect of, in aggregate, 125,646,276 PureCircle Shares representing approximately68.1 per cent. of the PureCircle Shares in issue on the Last Practicable Date.

From the total Irrevocable Undertakings received, the Share Alternative has been elected withrespect to 125,106,255 PureCircle Shares representing approximately 67.8 per cent. of the existingissued share capital of PureCircle in issue on the Last Practicable Date. As a result, this allows theremaining PureCircle Shareholders to elect for, at their sole option, either the Cash Offer or theShare Alternative (subject to pro rating of the Share Alternative).

Further details of the Irrevocable Undertakings, including the circumstances in which they cease tobe binding, are set out in paragraph 8 of Appendix VII to this document.

5. The Bidco Group, Bidco Shares and the Share AlternativePureCircle Shareholders who do not validly elect for the Share Alternative or who are not eligible toelect for the Share Alternative will automatically receive the full amount of the Cash Offer for theirentire holding of PureCircle Shares.

Pursuant to the Equity Subscription Agreement, upon the Scheme becoming Effective, Bidco willissue Ingredion such number of Bidco A Shares equal to the total number of PureCircle Sharesacquired by Bidco pursuant to the Cash Offer minus 100 Bidco A Shares, for an aggregate valueequal to the cash required to enable Bidco to satisfy its obligations to pay consideration under theCash Offer. Under the Scheme, PureCircle Shareholders who validly accept the Share Alternativewill be issued up to 111,874,671 Bidco B Shares which will represent approximately 60 per cent. ofthe total number of Bidco Shares as at the time that the Scheme becomes Effective.

Immediately following completion of the Acquisition, the Bidco B Shares received by PureCircleShareholders electing for the Share Alternative will represent a minority investment in Bidco, whichwill be controlled by Ingredion because immediately after the Scheme or Takeover Offer (asapplicable) becomes Effective, Bidco will issue an additional 261,643,939 Bidco A Shares toIngredion for a total subscription price of US$130 million in connection with the Bidco EquityInjection thereby diluting the shareholding of PureCircle Shareholders who validly accept the ShareAlternative. The Bidco Equity Injection will allow Bidco to, in turn, fund the PureCircle EquityInjection. The proceeds of the subsequent PureCircle Equity Injection, that is due to take placeshortly after the Bidco Equity Injection, will be used (together with PureCircle’s then existing cashresources) to repay the Outstanding PureCircle Debt, with any remaining balance used for generalworking capital purposes. The Bidco Equity Injection amount shall be US$0.4969 per Bidco Share,equivalent to £0.4047 at an exchange rate of 1.2277 USD:GBP on the Last Practicable Date, suchthat following the Bidco Equity Injection, Ingredion shall hold approximately 75 per cent. of the totalnumber of Bidco Shares in issue, with PureCircle Shareholders who validly accept the ShareAlternative holding the remainder. The effect of the Bidco Equity Injection will be that eachPureCircle Shareholder who elects for the Share Alternative will suffer an immediate dilution ofapproximately 58 per cent. and the overall percentage of Bidco Shares which the PureCircleShareholders hold in Bidco will decrease from approximately 60 per cent. to approximately 25 percent.

The Bidco B Shares issued to eligible PureCircle Shareholders who elect for the Share Alternativewill be credited as fully paid and rank equally with the Bidco A Shares issued to Ingredion uponincorporation (and to be issued to Ingredion following the Bidco Equity Injection) with respect to anydistributions, dividends, buy-backs, any other capital redemption or other returns of income or

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capital made by Bidco. Further details regarding the rights attaching to the Bidco Shares are set outin Appendix II.

As described below, PureCircle Shareholders should note that additional shares, loan notes or othersecurities may be issued by Bidco from time to time following the Effective Date. If PureCircleShareholders are not able or do not choose to participate in any such issue, so that theirpercentage interests in Bidco may be diluted over time, potentially significantly.

Risk factors and other investment considerationsEligible PureCircle Shareholders who elect the Share Alternative will, pursuant to a power ofattorney included in the Form of Election or the Scheme, deliver a fully executed deed of adherencepursuant to which they will be bound by the Shareholders’ Agreement. A summary of the key rightsof the Bidco Shares and principal terms of the Shareholders’ Agreement is set out in Appendix IIand in this paragraph 5 of Part II of this document.

The attention of the eligible PureCircle Shareholders who may be considering electing the ShareAlternative is drawn to certain risk factors and other investment considerations relevant to such anelection. These are set out in full in Appendix III to this document and include, among others, thefollowing:

* the Bidco Shares are unquoted and there is no current expectation that they will be listed oradmitted to trading on any exchange or market for the trading of securities;

* as a result of the lack of a trading market for the Bidco Shares, their value will be uncertainand shareholders will have no assurance as to whether, when or at what price they will beable to sell their shares other than the exit provisions set out in the Shareholders’ Agreement.In addition, the Shareholders’ Agreement amongst Ingredion and the minority shareholders inBidco will impose significant restrictions on transfers of the Bidco Shares;

* dividend payments in respect of the Bidco Shares will not be guaranteed or secured;

* upon the Scheme becoming Effective, the Bidco Group will be controlled by Ingredion;

* accordingly, the Bidco Shares will represent a minority interest in Bidco and PureCircleShareholders electing for the Share Alternative will have limited influence over decisions madeby Bidco in relation to its investment in PureCircle;

* the holders of the Bidco Shares will not be afforded the same level of protections anddisclosure of information that they currently benefit from as PureCircle Shareholders, as Bidcowill not be subject to the disclosure, corporate governance and shareholder protectionrequirements of any recognised exchange; and

* further issues of securities by the Bidco Group may occur in the event that Bidco intends toseek to expand the business or secure future funding. To the extent that holders of BidcoShares are unable or do not choose to participate in future issues of securities by Bidco, theymay suffer dilution, not only in their percentage ownership of Bidco, but also in the value oftheir Bidco Shares, since such further issues may reduce any net return derived by the BidcoShares when compared to any such net return that might otherwise have been derived hadthe Bidco Group not issued those securities. This dilution and reduction may be significant.

The rights of the Bidco Shares will be governed by the Bidco Articles and the Shareholders’Agreement, a summary of which are set out in this document, including:

* that any Bidco Shareholder may freely transfer their Bidco Shares to a member of their groupor certain permitted family members, but may otherwise only transfer their Bidco Sharessubject to a right of pre-emption in favour of Ingredion and, in respect of any remaining sharesthereafter, to the other Bidco Shareholders and a requirement that any third party purchasersign a deed of adherence to the Shareholders’ Agreement;

* tag-along rights for the Minority Investors, and drag-along rights for Ingredion, in circumstanceswhere Ingredion is selling its entire holding of Bidco Shares; and

* a put option in favour of the Minority Investors, in respect of, in aggregate, 6.25 per cent. ofthe issued Bidco Shares (as at the Effective Date) for three consecutive years commencing2022, and an ability to put any remaining Bidco B Shares during the year commencing 2025.In addition, there is a call option in favour of Ingredion, which can be exercised from the fifth

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anniversary of the Effective Date. Further, Ingredion has the right, for four consecutive yearscommencing 2022, to offer to buy, in aggregate, 6.25 per cent. of the issued Bidco Shares (asat the Effective Date). Ingredion is not obliged, however, in each of the three consecutiveyears commencing 2022, to acquire more than 6.25 per cent. of the issued Bidco Shares (asat the Effective Date) across both the put option and the offer to buy. Accordingly, unlessIngredion agrees to do so, the maximum number of Bidco B Shares it will be obliged toacquire in aggregate under the put option and under the offer to buy in each of the threeconsecutive years commencing 2022 will be equal to 6.25 per cent. of the issued BidcoShares (as at the Effective Date).

Further details on the Bidco Group and the principal rights of the Bidco Shares are summarised inAppendix II to this document.

6. Financing the Acquisition and Cash ConfirmationBidco will fund the consideration payable pursuant to the Cash Offer through an equity subscriptionby Ingredion pursuant to the Equity Subscription Agreement. Ingredion will fund its obligations underthe Equity Subscription Agreement from other borrowings, own resources or, if required, adrawdown on the Bridge Facility. If the Bridge Facility is not required to fund Ingredion’s obligationsunder the Equity Subscription Agreement, it may be terminated prior to closing of the Acquisition.

Further details of the Bridge Facility, including the circumstances in which it ceases to be binding,are set out in paragraph 6.2(c) of Appendix VII to this document.

Citi, in its capacity as financial adviser to Bidco and Ingredion, is satisfied that sufficient resourcesare available to Bidco to enable it to satisfy full acceptance of the Cash Offer. This statement madeby Citi is given solely with regard to UK market practice followed when providing a cashconfirmation pursuant to Rule 2.7(d) and 24.8 of the Takeover Code for transactions governed bythe Takeover Code and without regard to any other laws, rules or regulations of any jurisdiction.

PureCircle Shareholders are reminded that the Acquisition is not regulated by the Panel andtherefore the Panel does not have responsibility, in relation to the Acquisition, for ensuringcompliance, and is not able to answer PureCircle Shareholders’ queries in this respect.

7. Information relating to PureCirclePlease refer to paragraph 10 of Part I of this document for the information relating to PureCircle, aswell as its current trading and prospects.

8. PureCircle Directors and the effect of the Scheme on their interestsThe PureCircle Shares in which the PureCircle Directors are interested will be subject to theScheme. Information on the PureCircle Shares in which the PureCircle Directors are interested isprovided in paragraph 4 of Appendix VII to this document which shall be deemed to form part ofthis Explanatory Statement. Particulars of service contracts and letters of appointment of thePureCircle Directors and the benefits payable in connection therewith are set out in paragraph 7 ofAppendix VII to this document.

Oliver Maes, Guy Wollaert and Peter Lai Hock Meng have irrevocably undertaken to vote (orprocure the voting of) their shares in favour of the Scheme at the Court Meeting and theResolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of aTakeover Offer, to accept or procure acceptance of the Takeover Offer). Peter Lai Hock Meng hasalso irrevocably undertaken to elect for the Share Alternative (and not elect for the Cash Offer).Further details of the Irrevocable Undertakings, including the circumstances in which they will ceaseto be binding, are set out in paragraph 8 of Appendix VII of this document.

Other than as set out in this document, the effect of the Scheme on the interests of the PureCircleDirectors does not differ from its effect on the like interest of any other PureCircle Shareholder.

9. PureCircle Share PlansPureCircle operates two long-term incentive plans, the 2008 LTIP (which has since expired) and the2017 LTIP under which certain awards may be granted to PureCircle Group employees (includingthe executive directors). Under the terms of the PureCircle Share Plans, all outstanding awards areconditional share awards that will, to the extent not already vested, vest upon the date the Court

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sanctions the Scheme and PureCircle Shares shall be issued before the Scheme Record Time.PureCircle Shares issued pursuant to such outstanding awards shall be subject to the Scheme. Themaximum number of PureCircle Shares capable of being issued under the PureCircle Share Plansfollowing the Scheme being sanctioned by the Court is 817,184 (as at the Last Practicable Date).

PureCircle also operates a Loyalty Plan under which awards have been granted to certainPureCircle Group employees. Such awards will vest in full upon the Court sanctioning the Schemeand PureCircle Shares shall be issued before the Scheme Record Time to the extent determined bythe remuneration committee of PureCircle. The remuneration committee of PureCircle hasdetermined in its absolute discretion that part of the awards under the Loyalty Plan shall be settledin PureCircle Shares upon the Court sanctioning the Scheme. The maximum number of PureCircleShares capable of being issued under the Loyalty Plan is 575,000.

In addition, the Board of PureCircle has exercised its discretion to settle 50 per cent. of PureCircle’sChief Executive Officer’s annual salary of US$600,000 in PureCircle Shares. The PureCircle Sharesrelating to the pro-rated first quarter have been issued at a price of £1.35 per share as convertedinto US Dollars using the Bank of England spot rate for conversion of Sterling into US Dollars onthe day that was five trading days before the allotment date. The PureCircle Shares relating to thesecond quarter have also been issued at a price in Sterling based on the VWAP five trading daysbefore the allotment date as converted into US Dollars using the Bank of England spot rate forconversion of Sterling into US Dollars on the day that was five trading days before the allotmentdate. The number of PureCircle Shares held by PureCircle’s Chief Executive Officer has thereforeincreased by 101,693 PureCircle Shares from 280,000 PureCircle Shares at the AnnouncementDate to 381,693 PureCircle Shares as at the Last Practicable Date.

Under the terms of the PureCircle Chief Executive Officer’s employment, in the event of a change ofcontrol, any salary being paid in PureCircle Shares for the remainder of the year from the date ofcommencement of employment is fully accelerated. The number of PureCircle Shares to be issued,either at the beginning of the next quarter or upon the Court sanctioning the Scheme, will becalculated by reference to the price in Sterling based on the VWAP five trading days before theallotment date as converted into US Dollars using the Bank of England spot rate for conversion ofSterling into US Dollars on the day that is five trading days before the allotment date. In the eventof a termination, the Chief Executive Officer receives his salary for his 3 month notice period.

Participants with PureCircle Share Rights will be contacted regarding the effect of the Scheme ontheir rights and provided with further details concerning the proposals which Bidco will make to theparticipants in the PureCircle Share Plans. Bidco intends to make certain proposals to participantswith PureCircle Share Rights whereby participants will be invited to participate in the Scheme to theextent that their awards have vested and the relevant PureCircle Shares have been entered onPureCircle’s share register prior to the Scheme Record Time. Such holders of PureCircle ShareRights will be able to make any of the choices which are available to Scheme Shareholdersgenerally, subject to any applicable legal and/or regulatory restrictions in Restricted Jurisdictions. Incertain jurisdictions, Bidco will offer a cash sum in cancellation of PureCircle Share Rights equal tothe value of the Cash Offer. Details of the proposals will be set out in a separate letter to be sentto participants with the PureCircle Share Rights. To the extent necessary, the proposals will providefor PureCircle Share Rights that would have vested on a change of control (i.e. the Effective Date)to vest on the date of the Court sanction of the Scheme (in the same way as PureCircle ShareRights awarded under the PureCircle Share Plans) such that PureCircle Shares issued insatisfaction of such vested PureCircle Share Rights will be Scheme Shares.

Notwithstanding the above, all holders of awards under the PureCircle Share Plans will see theirshare awards vest over Scheme Shares and receive the same consideration as is available to otherScheme Shareholders is as follows:

2008LTIPAny conditional share awards granted under the 2008 LTIP that remain outstanding when the Courtsanctions the Scheme will vest and PureCircle Shares will be issued to satisfy those awards. AnyPureCircle Shares issued prior to the Scheme Record Time will be subject to the Scheme on thesame terms and for the same consideration as are available to other Scheme Shareholders. Bidcowill also be offering award holders in certain jurisdictions the ability to cancel their awards in returnfor a cash cancellation payment. The cash cancellation payment proposal will (subject to any

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applicable taxes) put award holders in the same position as if their awards were settled inPureCircle Shares which would be disposed of for Cash Consideration under the Scheme.

10. Background to and reasons for the PureCircle Directors’ recommendationInformation relating to the background to and reasons for the PureCircle Directors’ recommendationof the Acquisition and information relating to the benefits of the Acquisition is set out in paragraph 4of Part I of this document.

11. Structure of the Acquisition(a) IntroductionIt is intended that the Acquisition will be effected by a Court-sanctioned scheme of arrangementbetween PureCircle and the Scheme Shareholders under section 99 of the Bermuda CompaniesAct, the provisions of which are set out in full in Part III of this document. The intention of theScheme is to enable Bidco to become the owner of the entire existing issued ordinary share capitalof PureCircle, such that PureCircle becomes a wholly owned subsidiary of Bidco. Under theScheme, the Acquisition is to be principally achieved by, simultaneously on the Effective Date:

* all Scheme Shares being cancelled; and

* PureCircle issuing new PureCircle Shares to Bidco equal to the number of Scheme Sharescancelled, with PureCircle applying the credit arising in its books of account as a result of thecancellation of the Scheme Shares in paying up in full at par such new PureCircle Shares.

In consideration of the cancellation of the Scheme Shares, Bidco shall pay or procure that thereshall be paid to or for the account of each Scheme Shareholder, except for the eligible SchemeShareholders who have elected to receive the Share Alternative:


Scheme Shareholders will not be entitled to receive payments for any amounts less than 1 penceand any such amounts will be disregarded. Any amounts payable to Scheme Shareholders whichinclude fractions of 1 pence will be rounded down to the nearest whole penny and such fractionalentitlements will be disregarded.

As an alternative to the Cash Offer, eligible Scheme Shareholders who have elected to receive theShare Alternative (as defined below) shall receive:


in lieu of the full Cash Consideration to which they would otherwise be entitled under theAcquisition (subject to scaling back in accordance with the terms of the Share Alternative).

If any dividend or other distribution in respect of the Scheme Shares is declared, paid or made onor after the Announcement Date, Bidco shall be entitled to reduce the consideration payable foreach Scheme Share by an amount per Scheme Share of such dividend or distribution.

To become Effective, the Scheme requires the approval of a majority in number of the eligibleScheme Shareholders who vote, representing not less than 75 per cent. in nominal value of theScheme Shares voted, either in person or by proxy, at the Court Meeting. The implementation ofthe Scheme also requires the approval of not less than 75 per cent. of the votes cast, either inperson or by proxy, by way of the Special Resolutions at the General Meeting (to be held directlyafter the Court Meeting), including approval of the amendments to the PureCircle Bye-laws, as wellas satisfaction or (where applicable) waiver of the other Conditions set out in Appendix I to thisdocument. The Scheme must also be sanctioned by the Court at the Scheme Court Hearing. TheScheme will become Effective following sanction by the Court and upon the delivery of a copy ofthe Scheme Court Order to the Registrar of Companies. Upon the Scheme becoming Effective, itwill be binding on all Scheme Shareholders, irrespective of whether or not they attended and/orvoted at the Court Meeting or the General Meeting.

(b) The MeetingsNotices of the Court Meeting and the General Meeting are set out in Appendix X and Appendix XIto this document, respectively. Entitlements to attend, speak and vote at the Meetings and thenumber of votes which may be cast at them will be determined by reference to holdings of Scheme

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Shares as shown in the register of members of PureCircle at the time specified in the notice of therelevant Meeting, being the Scheme Voting Record Time.

The Court MeetingYou will find set out in Appendix X to this document notice of the meeting of the SchemeShareholders which has been convened pursuant to an order of the Court for the purpose ofconsidering and, if thought fit, approving the Scheme (with or without modification).

The Court Meeting, which has been convened for 9.00 a.m. (London time) / 4.00 p.m. (Malaysiatime) on 18 June 2020, is being held by direction of the Court to seek the approval of the SchemeShareholders to the Scheme. At the Court Meeting, voting will be by way of a poll and eachScheme Shareholder present in person or by proxy will, subject to the below, be entitled to onevote for each Scheme Share held. The approval required at the Court Meeting is a majority innumber of those Scheme Shareholders who are present and vote, either in person or by proxy, andwho represent 75 per cent. or more in nominal value of all Scheme Shares voted by such eligibleScheme Shareholders. Scheme Shareholders have the right to raise any queries they may have onthe Scheme at the Court Meeting.

It is important that as many votes as possible are cast (whether in person or by proxy) atthe Court Meeting so that the Court may be satisfied that there is a fair and reasonablerepresentation of Scheme Shareholders’ opinion.

If you hold your shares in certificated form (that is, not in CREST), you are strongly urgedto complete and return the BLUE Form of Proxy, as soon as possible and, in any event, soas to be received by 9.00 a.m. (London time) on 16 June 2020 for the Court Meeting. ABLUE Form of Proxy for the Court Meeting not lodged at the relevant time may be handedto the Chairman of the Court Meeting before commencing the poll, subject to any accessrestrictions due to the COVID-19 pandemic. Instead of using the Proxy Forms, you may voteelectronically by logging on and submitting your voting instructions through theComputershare share portal at www.investorcentre.co.uk/eproxy.

If you hold your shares in uncertificated form (that is, in CREST), you are strongly urged tocomplete and return the BLUE Form of Instruction, as soon as possible and, in any event,so as to be received by 9.00 a.m. (London time) on 15 June 2020 for the Court Meeting. ABLUE Form of Instruction for the Court Meeting not lodged at the relevant time will not beaccepted.

The General MeetingIn addition to the Court Meeting, the General Meeting has been convened for 9.15 a.m. (Londontime) / 4.15 p.m. (Malaysia time) on 18 June 2020, or as soon thereafter as the Court Meeting hasconcluded or been adjourned, to consider and, if thought fit, pass the Resolutions set out in thenotice of the General Meeting set out in Appendix XI of this document, covering the following:

* special resolutions (which require votes in favour representing at least 75 per cent. of thevotes cast) to:

* approve certain amendments to the PureCircle Bye-laws in connection with the Scheme;

* approve the New PureCircle Bye-laws that will take effect on the Effective Date; and

* authorise the PureCircle Directors to take all such actions as are necessary forimplementing the Scheme;

* approve any allotment authority required pursuant to bye-law 2.4(d) of the PureCircleBye-laws to allot PureCircle Shares to Bidco pursuant to the PureCircle Equity Injection;

* authorise the PureCircle Directors to issue and allot an equal number of new PureCircleShares to Bidco, as the number of Scheme Shares cancelled pursuant to the Scheme;and

* an ordinary resolution (which require votes in favour representing more than 50 per cent. ofthe votes cast) to approve any capital reduction in connection with the Scheme.

You will find the notice of the General Meeting set out in Appendix XI to this document.

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Voting on the Resolutions will be on a poll and each PureCircle Shareholder present in person orby proxy will be entitled to one vote for every PureCircle Share held.

It is proposed that the PureCircle Bye-laws be amended to ensure that:

(i) any PureCircle Shares issued or allotted after the adoption of the amended bye-laws, but onor before the Scheme Record Time, will be subject to the Scheme; and

(ii) any PureCircle Shares issued and allotted to and received by any person (other than to Bidco)(or its nominee(s)) on or after the Scheme Record Time will automatically be acquired byBidco (or its nominee(s)) providing the holders of such PureCircle Shares with an entitlementto the Cash Consideration.

In addition, it is proposed that a new set of bye-laws, to take effect from the Effective Date, beadopted by PureCircle (the “New PureCircle Bye-laws”). The New PureCircle Bye-laws (which willthen replace the existing PureCircle Bye-laws) are in a form that is customary for a wholly-ownedsubsidiary and would only come into effect if the Scheme becomes Effective. A summary of theNew PureCircle Bye-laws is set out in paragraph 6.1(d) of Appendix VII of this document.

If you hold your shares in certificated form (that is, not in CREST), you are strongly urgedto complete and return the WHITE Form of Proxy, as soon as possible and, in any event, soas to be received by 9.15 a.m. (London time) on 16 June 2020 for the General Meeting. AWHITE Form of Proxy for the General Meeting not lodged at the relevant time will not beaccepted.

If you hold your shares in uncertificated form (that is, in CREST), you are strongly urged tocomplete and return the WHITE Form of Instruction, as soon as possible and, in any event,so as to be received by 9.15 a.m. (London time) on 15 June 2020 for the General Meeting.A WHITE Form of Instruction for the General Meeting not lodged at the relevant time will notbe accepted. Instead of using the Forms of Instruction, you may give voting instructionsusing the CREST Electronic Voting Service in accordance with the procedures set out in theCREST Manual. The Company may treat as invalid a CREST Voting Instruction in thecircumstances set out in the CREST Regulations. Please also refer to the accompanyingnotes to the notice of General Meeting set out in Appendix XI of this document.

The Company will announce the details of the votes at the Meetings through a RegulatoryInformation Service as soon as practicable after the conclusion of the Meetings, and, in any event,by no later than 8.00 a.m. (London time) on the Business Day following the Meetings.

(c) Modifications to the SchemeThe Scheme contains a provision for PureCircle and Bidco to jointly consent (on behalf of allconcerned) to any modifications, additions or conditions to the Scheme which the Court may thinkfit to approve or impose. The Court is unlikely to approve of or impose any modifications, additionsor conditions to the Scheme which might be material to the interests of Scheme Shareholdersunless Scheme Shareholders were informed of any such modification, addition or condition. It wouldbe a matter for the Court to decide, in its discretion, whether or not a further meeting of SchemeShareholders should be held. Similarly, if a modification, addition or condition is put forward which,in the opinion of the PureCircle Directors, is of such a nature or importance as to require theconsent of Scheme Shareholders at a further meeting, the PureCircle Directors will not take thenecessary steps to enable the Scheme to become Effective unless and until such consent isobtained.

Any modifications or revisions to the Scheme shall be notified to PureCircle Shareholders through aRegulatory Information Service prior to the date of the Meetings (or any later dates to which suchMeetings are adjourned).

A switch to a Takeover Offer is not a modification or revision for the purposes of this paragraph.

(d) Implementation of the Acquisition by way of a Takeover OfferBidco has reserved the right to elect for the Acquisition to be implemented by way of a TakeoverOffer for the entire existing issued and to be issued ordinary share capital of PureCircle as analternative to the Scheme. In such an event, a Takeover Offer will be implemented on the sameterms, so far as applicable, as those which would apply to the Scheme (subject to appropriateamendments, including, an acceptance condition set at up to 90 per cent. of the shares to which

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such offer relates, or such lesser percentage, being more than 50 per cent., as Bidco may decide).If Bidco does elect to implement the Acquisition by way of a Takeover Offer, and if sufficientacceptances of such Takeover Offer are received and/or sufficient PureCircle Shares are otherwiseacquired, it is the intention of Bidco to apply the provisions of sections 102 or 103 of the BermudaCompanies Act to acquire compulsorily any outstanding PureCircle Shares to which such offerrelates.

(e) Conditions to the Scheme and the AcquisitionThe Conditions are set out in full in Appendix I to this document. The Acquisition is conditionalupon the Scheme becoming Effective by no later than the Long Stop Date. The Scheme isconditional, among other things, upon:

(i) the approval of the Scheme at the Court Meeting by a majority in number of the SchemeShareholders present and voting (and entitled to vote) in person or by proxy, representing75 per cent. or more in nominal value of the Scheme Shares voted, either in person or byproxy;

(ii) the Resolutions required to approve and implement the Scheme as set out in the notice of theGeneral Meeting (including, without limitation, to amend the PureCircle Bye-laws and replacethe existing PureCircle Bye-laws with the New PureCircle Bye-laws) being duly passed by therequisite majority at the General Meeting;

(iii) the sanction of the Scheme by the Court (without modification or with modification on termsacceptable to Bidco and PureCircle) and the delivery of a copy of the Scheme Court Order tothe Registrar of Companies;

(iv) the Scheme becoming Effective by no later than the Long Stop Date;

(v) the necessary compliance with the procedural requirements, if any, of the Bermuda CompaniesAct in relation to any reduction of the issued share capital of PureCircle associated with thecancellation of the Scheme Shares; and

(vi) the satisfaction (or where permissible, waiver) of the other Conditions listed in Appendix I tothis document.

The conditions referred to at (i), (ii), (iii) and (v) above are not capable of being waived, in whole orin part.

PureCircle Shareholders should take note of the Conditions of Material Significance. The effect ofeach Condition of Material Significance is that, Bidco may be entitled to withdraw the Acquisition if:

* except as Disclosed (which excludes PureCircle’s 1H FY20 Interim Results), Bidco becomesaware that the PureCircle Group, was not, on 9 April 2020 (being the Announcement Date), or,if it thereafter ceases to be, the owner, free of Encumbrances (save for those Encumbrancescreated in the ordinary course of business or pursuant to third party financing documents thatwere Disclosed prior to the Acquisition Announcement) of its material Supply Assets in Chinaand/or in Malaysia and/or of its material registered patent assets;



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(f) Court Sanction HearingThe hearing by the Court to sanction the Scheme is expected to be held on 26 June 2020, subjectto the satisfaction or (where applicable) waiver of the Conditions. Bidco has confirmed that it will berepresented by counsel at such hearing so as to consent to the Scheme and to undertake to theCourt to be bound thereby.

All Scheme Shareholders are entitled to attend the Court Sanction Hearing in person or throughcounsel, provided that you are permitted to attend given the current restrictions on gatherings dueto the global COVID-19 pandemic. PureCircle will announce the decision of the Court at theScheme Court Hearing, through a Regulatory Information Service as soon as practicable after theconclusion of the Scheme Court Hearing, including details of whether the Scheme will proceed orlapse.

Once the necessary approvals from Scheme Shareholders have been obtained and the otherConditions have been satisfied or (where applicable) waived, the Scheme will become Effectivefollowing sanction by the Court and upon the delivery of a copy of the Scheme Court Order to theRegistrar of Companies.

Upon the Scheme becoming Effective:

* it will be binding on all Scheme Shareholders irrespective of whether or not they attended orvoted in favour of the Scheme at the Court Meeting or in favour of the Resolutions at theGeneral Meeting;

* all certificates representing Scheme Shares shall cease to be valid and shall no longer haveeffect as documents of title to the Scheme Shares comprised therein, and every SchemeShareholder shall be bound at the request of PureCircle or Bidco to deliver up the same toPureCircle for cancellation, or as either of them may direct, to destroy the same;

* in respect of those holders of Scheme Shares holding their shares in uncertificated form,Euroclear shall be instructed to cancel the entitlements to such Scheme Shares inuncertificated form.

If the Scheme is withdrawn or lapses, all documents of title and other documents lodged with anyForms of Proxy or Form of Election will be returned to the relevant Scheme Shareholder as soon aspracticable and, in any event, within 14 days of such lapse or withdrawal.

12. Cancellation of admission to trading of PureCircle SharesPrior to the Scheme becoming Effective, an application will be made to the London Stock Exchangefor admission of the PureCircle Shares to trading on the Main Market to be cancelled from orshortly after the Effective Date. The last day of dealings in PureCircle Shares on the Main Market isexpected to be the Business Day immediately prior to the Effective Date and no transfers shall beregistered after 6.00 p.m. (London time) on that date.

On the Effective Date, share certificates in respect of PureCircle Shares will cease to be valid andentitlements to PureCircle Shares held within the CREST system will be cancelled.

13. SettlementSubject to the Scheme becoming Effective, settlement of the Cash Consideration and the ShareAlternative (as applicable) will be effected in the manner set out below, subject to any arrangementsthat are required by law to be put in place to effect the payment of any income tax or socialsecurity contributions by holders of PureCircle Share Rights. The Receiving Agent will reserve itsrights to make electronic payments with respect to the Cash Consideration in light of the globalCOVID-19 pandemic.

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Bidco shall, within 14 days of the Effective Date:

Scheme Shares held in certificated form (that is, not in CREST)Where, at the Scheme Record Time, a Scheme Shareholder holds Scheme Shares in certificatedform:

(a) procure the despatch to the persons entitled thereto of cheques for the sums payable to themrespectively for those Scheme Shareholders who are entitled to receive the Cash Offer; and

(b) in the case of Scheme Shareholders who have validly elected for the Share Alternative, toprocure the issue and despatch of certificates for such applicable numbers of Bidco B Sharesto the persons entitled thereto in lieu of full the Cash Consideration.

Scheme Shares held in uncertificated form (that is, in CREST)Where, at the Scheme Record Time, a Scheme Shareholder holds Scheme Shares in uncertificatedform:

(a) for those Scheme Shareholders who are entitled to receive the Cash Offer, procure thatEuroclear is instructed to create an assured payment obligation in favour of the payment bankof the persons entitled thereto in accordance with the CREST assured payment arrangementsfor the sums payable to them respectively, provided that Bidco reserves the right to makepayment of the said sums by cheque if, for reasons outside its reasonable control, it is notable to effect settlement in accordance with clause 5.2 of the Scheme or to do so would incurmaterial additional costs; and

(b) in the case of Scheme Shareholders who have validly elected for the Share Alternative, toprocure the issue and despatch of certificates for such applicable numbers of Bidco B Sharesto the persons entitled thereto in lieu of the full Cash Consideration.

All deliveries of share certificates and cheques pursuant to the Scheme shall be effected bysending the same by first class post (or international standard post or airmail, if permitted to besent overseas) in prepaid envelopes addressed to the persons entitled thereto at their respectiveaddresses as appear in the register of members of PureCircle or, in the case of joint holders, at theaddress of that one of the joint holders whose name stands first in such register in respect of suchjoint holding at the Scheme Record Time.

All cheques shall be in Sterling drawn on a UK clearing bank and shall be made payable to thepersons respectively entitled to the monies represented thereby (except that, in the case of jointholders, Bidco reserves the right to make such cheques payable to that one of the joint holderswhose name stands first in the register of members of PureCircle in respect of such joint holding atthe Scheme Record Time), and the encashment of any such cheque (or the creation of any suchassured payment obligation set out above) shall be a complete discharge of Bidco’s obligationsunder the Scheme to pay the monies represented thereby.

In the case of Scheme Shares which have been acquired by PureCircle Directors or employees ofthe Wider PureCircle Group pursuant to the vesting of awards under the PureCircle Share Plans orLoyalty Plan, settlement of the Cash Consideration will be made through payroll (net of any incometax, employee National Insurance contributions or other social security contributions and certainother amounts (if applicable)), in accordance with the Awardholder Proposals.

GeneralSettlement of the consideration to which any Scheme Shareholder is entitled under the Scheme willbe implemented in full in accordance with the terms set out in Part II without regard to any lien,right of set-off, counterclaim or analogous right to which Bidco may otherwise be, or claim to be,entitled against any Scheme Shareholder.

14. Offer-related arrangementsConfidentiality AgreementIngredion and PureCircle entered into a confidentiality and standstill agreement dated 11 January2020 (the “Confidentiality Agreement”) pursuant to which the parties acknowledge that each partywill request certain confidential information from the other throughout the course of the transaction,

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but each party is under no obligation to provide confidential information to the other. In addition,each party has undertaken, subject to certain limited exceptions, to treat any information shared bythe other as strictly private and confidential, and not to disclose it to third parties (other than tocertain permitted parties) unless required by law or regulation.

Ingredion agreed to certain standstill undertakings, all of which ceased to apply upon the release ofthe Acquisition Announcement.

The Confidentiality Agreement also includes customary non-solicitation obligations for both parties,which will last until 90 days after the termination of discussions.

The Confidentiality Agreement remains in force, notwithstanding the termination of discussionsbetween the parties, for a period of two years (or three years in the case of certain, limited,clauses).

Clean Team AgreementIngredion and PureCircle entered into a clean team agreement dated 18 February 2020 (the “CleanTeam Agreement”), pursuant to which PureCircle agreed to provide certain commercially sensitiveinformation (“Clean Team Only Information”) to Ingredion, subject to Ingredion complying withcertain measures to ensure the protection of such information. Ingredion has undertaken to, interalia: (i) ensure that Clean Team Only Information is only accessed by certain individuals; and(ii) only use the Clean Team Only Information for the permitted purpose. Both parties undertook toappoint legal contacts to assist with managing the flow of Clean Team Only Information.

The Clean Team Agreement remains in force until the earlier of: (i) two years from the date ofexecution; and (ii) one year from the date on which the transaction either lapses or is successfullycompleted.

Implementation AgreementBidco and PureCircle have entered into an Implementation Agreement dated 9 April 2020 (the“Implementation Agreement”) pursuant to which they have agreed to certain undertakings inrelation to the satisfaction of the regulatory and anti-trust approvals (“Regulatory Approvals” and“Clearances”) to which the Acquisition is subject.

Bidco and PureCircle have agreed to provide each other with necessary information and assistancein relation to the filings, submissions and notifications to be made in relation to the RegulatoryApprovals and Clearances.

The Implementation Agreement records Bidco and PureCircle’s intention to implement theAcquisition by way of the Scheme, subject to Bidco having the right to implement the Acquisition byway of a Takeover Offer.

The Implementation Agreement also records Bidco and PureCircle’s agreement that the TakeoverCode does not apply (as a matter of law) and that the Panel does not have jurisdiction over theAcquisition. Nonetheless, the parties have agreed that:

(a) the Acquisition Announcement shall constitute a firm intention to make an offer for PureCircleas if Rule 2.7 of the Takeover Code applied;

(b) the Scheme Document or Offer Document shall include a valuation for the shares offered aspart of the Share Alternative as if Rule 24.11 of the Takeover Code applied;

(c) the Scheme Document or Offer Document (as applicable) shall include a cash confirmation asif Rules 2.7(d) and 24.8 of the Takeover Code applied;

(d) they expect that no profit forecast (to be determined as if Rule 28 of the Takeover Codeapplied) will be given by PureCircle or Bidco;

(e) appropriate proposals shall be made to participants with PureCircle Share Rights as if Rule 15of the Takeover Code applied;

(f) PureCircle shall not be permitted to do any matter that would be akin to a frustrating action asif Rule 21.1 of the Takeover Code applied, subject to certain exceptions;

(g) the Scheme Document or Offer Document (as applicable) shall include a statement as toBidco’s post-Acquisition intentions as if Rule 24.2 of the Takeover Code applied; and

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(h) Rule 13 of the Takeover Code shall apply to the Scheme such that Bidco will only be able torely on a Condition (other than the Scheme Approval Condition and the Regulatory Approvals)so as to cause the Acquisition to lapse if the circumstances giving rise to the right to invokethe Condition are of material significance to Bidco in the context of the Acquisition, save that itis agreed that each of the Conditions in paragraphs 3(k) to 3(m) inclusive, of Part A ofAppendix I of this document are or material significance to Bidco, such that Bidco is entitled toterminate the Acquisition (including following satisfaction of the Scheme Approval Condition) ifany such Condition of Material Significance is not satisfied or waived by Bidco by the LongStop Date, or any such Condition of Material Significance is no longer true and correct, on theEffective Date.

To address the absence of jurisdiction of the Panel, the parties have established a “CodeCommittee” (as defined in the Implementation Agreement) which is responsible for determining theapplication of the Takeover Code as it applies to the Acquisition, with referral to a suitably qualified“Code Expert” if they are unable to resolve any question regarding to the application of thoseprovisions of the Takeover Code to the Acquisition.

The Implementation Agreement will terminate in certain circumstances, including: if the PureCircleBoard withdraws its support for the Acquisition; if the Scheme or Takeover Offer (as the case maybe) is withdrawn or lapses; if the Scheme has not become Effective by the Long Stop Date; whereone party notifies the other that any Condition has become incapable of satisfaction or is invokedso as to cause the Acquisition not to proceed, or, upon agreement in writing between the parties atany time prior to the Effective Date.

Shareholders’ AgreementBidco, Ingredion and certain PureCircle Shareholders (the “Minority Investors”), have entered intoa Shareholders’ Agreement dated 9 April 2020 (the “Shareholders’ Agreement”) and Bidco hasadopted the new articles of association (the “Bidco Articles”). Those PureCircle Shareholders whoelect for the Share Alternative will be required to also agree to be bound by the Shareholders’Agreement and will, by virtue of their executed acceptance Form of Election or Electronic Election,irrevocably appoint PureCircle and/or Bidco and/or any one or more of their respective directors ashis/her/its agent and/or attorney to execute and deliver, as a deed, a deed of adherence to theShareholders’ Agreement on his, her or its behalf if and, if relevant, to appoint an agent for service.The key features and terms of the proposed Shareholders’ Agreement are set out in Appendix II tothis document.

PureCircle’s short-term financing arrangements2020 PureCircle Revolving Credit Facility

PureCircle agreed a revolving loan facility (the “2020 PureCircle Revolving Credit Facility”) with alimit of US$33,000,000 with The Hongkong and Shanghai Banking Corporation Limited, OffshoreBanking Unit Labuan (“HSBC Labuan”). The proceeds of the 2020 PureCircle Revolving LoanFacility will provide the PureCircle Group with additional liquidity to meet general operational andworking capital requirements in the months leading up to completion of the proposed Acquisition ofPureCircle.

The 2020 PureCircle Revolving Credit Facility is secured by a standby letter of credit issued byHSBC Bank USA, N.A. (“HSBC US”) on behalf of Ingredion Incorporated.

Interest will be payable on amounts drawndown at a rate of 3% above 3-months USD LIBOR. The2020 PureCircle Revolving Credit Facility is scheduled to terminate on 28 December 2020.

The 2020 PureCircle Revolving Credit Facility includes customary terms and conditions, includingcustomary events of default that can permit HSBC Labuan to immediately terminate the 2020PureCircle Revolving Credit Facility and require all amounts due thereunder to be immediatelypayable. As of 7 May 2020, the full US$33,000,000 principal amount of the 2020 PureCircleRevolving Credit Facility was drawn and outstanding.

HSBC Letter of Credit

On 27 April 2020, HSBC US issued an irrevocable standby letter of credit to HSBC Labuan, asbeneficiary, in an original face amount of USD $33,000,000 on behalf of Ingredion, as applicant (the“HSBC Letter of Credit”). The HSBC Letter of Credit is issued as credit support for the 2020

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PureCircle Revolving Credit Facility (as defined below). The HSBC Letter of Credit expires on31 December 2020 and is available to be drawn by HSBC Labuan upon any amounts becomingpayable in respect to the 2020 PureCircle Revolving Credit Facility.

Deed of Indemnity

Ingredion is required to reimburse HSBC US upon the presentation for any payments made underthe HSBC Letter of Credit pursuant to the New York-law governed line letter entered into betweenIngredion and HSBC US dated 24 April 2020 (the “HSBC Line Letter”). Pursuant to the HSBC LineLetter, Ingredion is required to pay to HSBC US letter of credit fees equal to a per annum rate of1.50 per cent. of the outstanding amount of the HSBC Letter of Credit, with such amounts duequarterly in arrears. If any payments are not made when due under the HSBC Line Letter, defaultinterest at a per annum rate of 3.00 per cent. plus the prime rate of HSBC US will accrue on suchamounts.

Ingredion, PureCircle and certain of PureCircle’s subsidiaries have entered into a deed of indemnitydated 28 April 2020 (the ‘‘Deed of Indemnity’’), pursuant to which, in consideration for (i) Ingredionarranging for the HSBC Letter of Credit to be issued to provide credit support for the 2020PureCircle Revolving Credit Facility and (ii) Ingredion being obligated to reimburse HSBC US for alldrawings made in respect of the HSBC Letter of Credit and other obligations under the HSBC LineLetter.

PureCircle and certain of its subsidiaries have agreed to indemnify Ingredion from and against, andreimburse Ingredion for, any payments made in respect of the HSBC Letter of Credit, includingaccrued letter of credit fees, and all other direct losses, liabilities, costs and expenses of Ingredionin connection with the HSBC Letter of Credit and HSBC Line Letter other than when finally judiciallydetermined to have arisen from the gross negligence or wilful misconduct of Ingredion. Anypayments required to be made under the Deed of Indemnity are due within five business days ofwritten demand, and if such payments are not made when due, accrue default interest at a perannum rate of 3.00 per cent. plus the prime rate, as reported in The Wall Street Journal. The totalamount payable by PureCircle and the subsidiaries party to the Deed of Indemnity in aggregate iscapped at USD $33,000,000 plus any fees payable under the documents evidencing the HSBCLetter of Credit, default interest and other properly incurred out-of-pocket expenses.

Junior Subordination Deed

Pursuant to the subordination deed dated 28 April 2020 (the “Junior Subordination Deed”) andentered into among Ingredion, PureCircle and certain subsidiaries of PureCircle, as Obligors (asdefined therein), and the Relevant Shareholders and Agent under the Shareholder Loan Agreement(such parties, the “Subordinated Creditors”), the Subordinated Creditors have agreed that allamounts owing in respect of the Shareholder Loan Agreement to the Subordinated Creditors aresubordinated in full to the amounts owing to Ingredion under the Deed of Indemnity. Only fees,expenses and indemnity payments required to be made to the Agent under the Shareholder LoanAgreement are permitted to be made prior to the termination of the Deed of Indemnity.

Senior Subordination Deed

Pursuant to the subordination agreement (the “Senior Subordination Deed”) dated 28 April 2020among The Hongkong and Shanghai Banking Corporation Limited, as Senior Agent (as definedtherein), Ingredion and HSBC Labuan, as subordinated creditors, and PureCircle and certainsubsidiaries of PureCircle, as debtors, Ingredion has agreed that any amounts payable in connectionwith the Deed of Indemnity are fully subordinated to the obligations owing under the SeniorFacilities Agreement and only payments made by PureCircle to Ingredion to reimburse for accruedletter of credit fees may be made to Ingredion so long as the obligations under the Senior FacilitiesAgreement remain outstanding.

In addition, under the Senior Subordination Deed, all amounts owing by PureCircle and the otherobligors to HSBC Labuan under the 2020 PureCircle Revolving Credit Facility are fully subordinatedto the Senior Facilities Agreement. Only cash payments of accrued interest in the ordinary course ofbusiness are permitted to be paid to HSBC Labuan in respect of the 2020 PureCircle RevolvingCredit Facility and non-cash interest or fees made by way of the capitalisation of such interest or bythe issuance of non-cash pay financial instruments which is subordinated to the Senior FacilitiesAgreement, so long as any obligations owing under the Senior Facilities Agreement remain

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outstanding. The Senior Subordination Deed does not prohibit HSBC Labuan from making anypermitted draws under the HSBC Letter of Credit.

15. United Kingdom taxationA summary of certain aspects of UK taxation, which is intended as a general guide only and not asadvice, is set out in Appendix VI to this document. If you are in any doubt as to your tax position,or if you are subject to tax in a jurisdiction outside the UK, you should consult your independentprofessional adviser.

16. Action to be takenThe Scheme is subject to the satisfaction or waiver of, amongst other things, the Conditionssummarised in paragraph 11(e) of this Part II and set out in full in Appendix I to this document. Inorder to become Effective, the Scheme must be approved by a majority in number of those SchemeShareholders who are present and vote either in person or by proxy at the Court Meeting and whorepresent 75 per cent. or more in nominal value of all Scheme Shares held by such eligibleScheme Shareholders. Implementation of the Scheme will also require the passing of theResolutions by PureCircle Shareholders at the General Meeting.

It is important that for the Court Meeting, as many votes as possible are cast so that theCourt may be satisfied that there is a fair and reasonable representation of SchemeShareholders’ opinion. You are therefore strongly urged to submit your Forms of Proxy,Forms of Instruction, or your electronic voting instructions through CREST or the OnlineProxy Voting Service (as applicable), as soon as possible.

(a) Documents enclosedIf you hold your PureCircle Shares in certificated form (that is, not in CREST), please check thatyou have received the following enclosed with this document:

* a BLUE Form of Proxy for use in respect of the Court Meeting;

* a WHITE Form of Proxy for use in respect of the General Meeting;

* provided you are not resident in a Restricted Jurisdiction, a PINK Form of Election for theShare Alternative; and

* a prepaid envelope for use in the UK in connection with the Forms of Proxy and, if youeligible, the Form of Election.

If you hold your PureCircle Shares in uncertificated form (that is, in CREST), you will find enclosedwith this document:

* a BLUE Form of Instruction for use in respect of the Court Meeting;

* a WHITE Form of Instruction for use in respect of the General Meeting; and

* a prepaid envelope for use in the UK in connection with the Forms of Instruction.

If you have not received the relevant documents or have any other queries in relation to thisdocument or the forms mentioned above, please contact the Shareholder Helpline on the telephonenumber set out in paragraph 16(f) of this of this Part II.

(b) The MeetingsThe Court Meeting and the General Meeting will both be held at the offices of PureCircle at 12thFloor, West Wing, Rohas PureCircle, 9 Jalan P. Ramlee, 50250 Kuala Lumpur, Malaysia, on18 June 2020. The Court Meeting will start at 9.00 a.m. (London time) / 4.00 p.m. (Malaysia time)on 18 June 2020 and the General Meeting will start at 9.15 a.m. (London time) / 4.15 p.m.(Malaysia time) on 18 June 2020 (or, if later, as soon as the Court Meeting has been concluded oradjourned). Under the Bermuda Companies Act, the Scheme is also subject to the sanction of theCourt. Bidco, which currently does not hold any PureCircle Shares, will not exercise its voting rightsat the Court Meeting or the General Meeting if it becomes a holder of any such shares before theScheme Voting Record Time.

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If the Scheme becomes Effective, it will be binding on all Scheme Shareholders, including thosewho did not vote or who voted against it at either one or both of the Meetings.

Notices of the Court Meeting and the General Meeting are set out in Appendix X and Appendix XIof this document, respectively.

In light of the global COVID-19 pandemic PureCircle strongly encourages all PureCircleShareholders to vote via the Forms of Proxy, the Forms of Instruction, CREST or the OnlineProxy Voting Service, as soon as possible. Doing so will not prevent you from attending andvoting at the Court Meeting or the General Meeting (or any adjourned Meetings) if therelevant COVID-19 restrictions are lifted by the time of the Meetings and using your vote willassist the Court in satisfying itself that there is a fair and reasonable representation ofScheme Shareholders’ opinion.

If you wish to attend the Meetings in person, please inform yourself of the restrictions in force inMalaysia at the time: https://www.mkn.gov.my/web/ms/covid-19/. PureCircle will be strictly complyingwith these restrictions and physical access to the Meetings may be refused as a result.

PureCircle is putting in place arrangements for PureCircle Shareholders to listen to the Meetingsremotely using the following details: https://purecircle.zoom.us/webinar/register/WN_UqLpt-vLT7mPy8JmzqKkAw.

Please be aware that such remote listening is at the discretion of the Chairman of the Meetings andthat connectivity cannot be guaranteed. PureCircle Shareholders listening remotely will not becounted as being present, will not have the ability to vote and will not have the ability to speak orask questions at the Meetings. You are therefore strongly encouraged to submit your votinginstructions by proxy, via CREST or the online systems as soon as possible.

(c) PureCircle Shares in certificated form (that is, not in CREST)Forms of Proxy

PureCircle Shareholders who hold their PureCircle Shares in certificated form (that is, not inCREST) will find enclosed with this document a BLUE Form of Proxy for use in connection with theCourt Meeting and a WHITE Form of Proxy for use in connection with the General Meeting.


If the BLUE Form of Proxy for use at the Court Meeting has not been received by Computershareby 9.00 a.m. (London time) on 16 June 2020, it may be handed to the Chairman of the CourtMeeting before commencing the poll at the Court Meeting, subject to any access restrictions due tothe COVID-19 pandemic. However, in the case of the General Meeting, the WHITE Form of Proxywill not be accepted unless it is received by Computershare by 9.15 a.m. (London time) on 16 June2020.


Instead of using the Proxy Forms, PureCircle Shareholders who hold their PureCircle Shares incertificated form (that is, not in CREST), may vote electronically by logging on and submitting theirvoting instructions through the Computershare share portal at www.investorcentre.co.uk/eproxy.


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(d) PureCircle Shares in uncertificated form (that is, in CREST)Forms of Instruction

PureCircle Shareholders who hold their PureCircle Shares in uncertificated form (that is, in CREST)will find enclosed with this document a BLUE Form of Instruction for use in connection with theCourt Meeting and a WHITE Form of Instruction for use in connection with the General Meeting.

Whether or not you intend to attend both or either of the Meetings in person, you should completeand sign both enclosed Forms of Instruction, in accordance with the instructions printed thereon,and return them by post or by courier, so they will be received by Computershare CorporateActions Projects at The Pavilions, Bridgwater Road, Bristol BS99 6AH, United Kingdom, at least72 hours before the time of the relevant Meeting. This document comes with a prepaid envelopethat may be used (within the UK only) for the return of the Forms of Instruction and, if applicable,the PINK Form of Election.

In order to meet this deadline, the BLUE Form of Instruction for the Court Meeting must bereceived by Computershare by 9.00 a.m. (London time) on 15 June 2020. The WHITE Form ofInstruction must be received by Computershare by 9.15 a.m. (London time) on 15 June 2020.


Instead of using the Forms of Instruction, PureCircle Shareholders who hold their PureCircle Sharesin uncertificated form (that is, in CREST) may submit their voting instructions using the CRESTElectronic Voting Service in accordance with the procedures set out in the CREST Manual. TheCompany may treat as invalid a CREST Voting Instruction in the circumstances set out in theCREST Regulations. Please also refer to the accompanying notes to the notice of General Meetingset out in Appendix XI of this document.


(e) Election for the Share AlternativeEligible PureCircle Shareholders who hold their PureCircle Shares in certificated form (that is, not inCREST) and wish to elect for the Share Alternative, in respect of all, but not some only, of theirPureCircle Shares, must complete and sign the PINK Form of Election, in accordance with theinstructions printed thereon, and return it by post or by courier to be received by Computershare,Corporate Actions Projects, Bristol BS99 6AH, United Kingdom, not later than 1.00 p.m. (Londontime) on 30 June 2020. The prepaid envelope provided with this document may be used (within theUK only) for the return of the Form of Election as well as the Forms of Proxy.





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(f) Shareholder HelplineIf you have any questions relating to the completion and return of the Forms of Proxy, the Forms ofInstruction, the Form of Election, the online Computershare portal or the CREST Electronic VotingService, please call the Shareholder Helpline on +44 (0) 370 707 4040 which is charged at thestandard geographic rate and will vary by provider.


17. Overseas ShareholdersAny securities referred to in the information in this document have not been and will not beregistered under the securities laws of the United States, Canada, Japan, South Africa or Australiaor any other Restricted Jurisdiction referred to below and may not be offered, sold or delivered,directly or indirectly, within such jurisdictions except pursuant to an applicable exemption from andin compliance with any applicable securities laws.

As a consequence, the release, publication or distribution of this document in or into certainjurisdictions other than the United Kingdom, including, without limitation, the United States, Canada,Japan, South Africa and Australia, may be restricted by law. Persons who are not resident in theUnited Kingdom or who are subject to the laws of other jurisdictions must inform themselves of, andobserve, any applicable requirements. Any failure to comply with the applicable requirements mayconstitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted byapplicable law, the companies and persons involved in the Acquisition disclaim any responsibility orliability for the violation of such restrictions by any person.

By electing for receipt of Bidco B Shares pursuant to the Share Alternative, PureCircle Shareholderswill be deemed to represent and warrant, on behalf of themselves and any person on whose behalfthey beneficially hold their PureCircle Shares, that they: (i) are not located or resident in aRestricted Jurisdiction; and (ii) are not electing for receipt of Bidco B Shares pursuant to the ShareAlternative with a view to, or for offer or sale of Bidco Shares in connection with, any distributionthereof (within the meaning of the Securities Act) in a Restricted Jurisdiction.

Unless otherwise determined by Bidco, and permitted by applicable law and regulation, theAcquisition is not available, directly or indirectly, in, into or from a Restricted Jurisdiction where thiswould violate the laws in that jurisdiction and no person may vote in favour of the Acquisition byany such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdictionif to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of thisdocument and all documents relating to the Acquisition are not being, and must not be, directly orindirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdictionwhere to do so would violate the laws of that jurisdiction, and persons receiving this document andall documents relating to the Acquisition (including custodians, nominees and trustees) must notmail or otherwise distribute or send them in, into or from any such jurisdictions where to do sowould violate the laws of that jurisdiction.

If Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, the TakeoverOffer (unless otherwise permitted by applicable law and regulation) will and may not be made,directly or indirectly, in or into, or by the use of mail of, or by any other means of instrumentality(including, without limitation, telephonically or electronically) of interstate or foreign commerce of, orany facility of, a national, state or other securities exchange of any Restricted Jurisdiction, and theTakeover Offer will not be capable of acceptance from or within any Restricted Jurisdiction or byany such use, means, instrumentality or facilities.

The availability of the Acquisition to PureCircle Shareholders who are not resident in the UnitedKingdom may be affected by the laws of the relevant jurisdictions in which they are resident.Persons who are not resident in the United Kingdom must inform themselves of, and observe, anyapplicable requirements. The issue of Bidco Shares to holders of Scheme Shares in RestrictedJurisdictions would necessitate compliance with special requirements under the laws of theRestricted Jurisdictions. Accordingly, the Share Alternative is not being made available to RestrictedOverseas Shareholders, who shall receive cash.

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Nothing in this document is intended to, and does not, constitute or form any part of an offer forsale or subscription or any solicitation for any offer to purchase or subscribe for any securities, orthe solicitation of any votes attaching to securities which are the subject of the Acquisition in anyjurisdiction in which such offer or solicitation is unlawful.

This document has not been, and will not be, registered as a prospectus under the Companies(Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32, Laws of Hong Kong) (the“C(WUMP)O”). The issue of this document has also not been and will not be authorised under theSecurities and Futures Ordinance (Cap. 571, Laws of Hong Kong) (the “SFO”). No action has beentaken in Hong Kong to authorise or register this document or to permit the distribution of thisdocument or any documents issued in connection with it.

The Bidco Shares have not been and will not be offered or sold in Hong Kong by means of anydocument, other than (i) to “professional investors” (as defined in the SFO and any rules madeunder the SFO) or (ii) in other circumstances that do not result in this document being a“prospectus” (as defined in the C(WUMP)O) or that do not constitute an offer to the public withinthe meaning of the C(WUMP)O.

No advertisement, invitation or document relating to the Bidco Shares has been or will be issued, orhas been or will be in the possession of any person for the purpose of issue, in Hong Kong orelsewhere that is directed at, or the contents of which are likely to be accessed or read by, thepublic of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) otherthan with respect to the Bidco Shares that are or are intended to be disposed of only to personsoutside Hong Kong or only to “professional investors” (as defined in the SFO and any rules madeunder the SFO). No person allotted with the Bidco Shares may sell, or offer to sell, such securitiesin circumstances that amount to an offer to the public of Hong Kong within six months following thedate of issue of such securities.

The contents of this document have not been reviewed by any regulatory authority in Hong Kong.You are advised to exercise caution in relation to the offer. If you are in doubt about any contents ofthis document, you should obtain independent professional advice.

The contents of this document are not to be construed as legal, business, financial, or tax advice.

18. Governing lawThe Scheme will be governed by Bermuda law and subject to the jurisdiction of the courts ofBermuda. The Acquisition will otherwise be governed by the laws of England and Wales (save thatany compulsory acquisition of Shares following the Acquisition will be governed by Bermuda law).

The rules of the Takeover Code do not apply to the Acquisition, apart from the specific sectionsthat Bidco and PureCircle have agreed to apply pursuant to the Implementation Agreement.

19. Further informationApart from completing, signing and returning the Forms of Proxy, the Forms of Instructions orappointing a proxy through CREST or Computershare’s online portal and, if applicable, submittingthe Electronic Election or signing and returning the Form of Election you need take no further actionat this stage. Please see paragraph 13 of this Part II for further details.

IT IS IMPORTANT THAT, FOR THE COURT MEETING, AS MANY VOTES AS POSSIBLE ARECAST SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR AND REASONABLEREPRESENTATION OF SCHEME SHAREHOLDERS’ OPINION. YOU ARE THEREFORESTRONGLY URGED TO SIGN AND RETURN YOUR FORMS OF PROXY, FORMS OFINSTRUCTION OR VOTING INSTRUCTIONS THROUGH CREST OR THE ONLINE PROXYVOTING SERVICE (AS APPLICABLE), AS SOON AS POSSIBLE.

THE PURECIRCLE DIRECTORS UNANIMOUSLY RECOMMEND THAT YOU VOTE IN FAVOUROF THE SCHEME AT THE COURT MEETING AND FOR THE RESOLUTIONS AT THE GENERALMEETING.

A helpline is available for Scheme Shareholders on +44 (0) 370 707 4040 which is charged at thestandard geographic rate and will vary by provider. Lines are open from 8.30 a.m. to 5.30 p.m.(London time) Monday to Friday (excluding public holidays in the UK). Calls may be recorded and

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monitored for security and training purposes. The operators of the Shareholder Helpline cannotprovide advice on the Acquisition or give any financial, tax, investment or legal advice.

The terms of the Scheme are set out in full in Part III of this document. Your attention is also drawnto the further information contained in this document, including, to the Conditions to theimplementation of the Acquisition in Appendix I, details on the Bidco Group and the Bidco Sharesin Appendix II, the valuation of the Bidco Shares in accordance with Rule 24.11 of the TakeoverCode in Appendix V and the additional information set out in Appendix VII to this document.

Yours faithfully

Helen RoxburghPartnerFor and on behalf of KPMG LLP

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PART III

THE SCHEME OF ARRANGEMENT

IN THE SUPREME COURT OF BERMUDA

CIVIL JURISDICTION

COMMERCIAL COURT

2020: No. 147

IN THE MATTER OF PURECIRCLE LIMITED

and

SECTION 99 OF THE BERMUDA COMPANIES ACT 1981

SCHEME OF ARRANGEMENT

BETWEEN

PURECIRCLE LIMITED

and

SCHEME SHAREHOLDERS

PRELIMINARY(A) In this Scheme, unless inconsistent with the subject or context, the following expressions bear

the following meanings:

“£”, “pence” or “p” the lawful currency of the UK

“$”, “USD”, “US$” or“US Dollars”

the lawful currency of the United States

“2008 LTIP” the PureCircle long-term incentive plan with a commencementdate of 10 June 2008 and an expiry date of 9 June 2018

“2017 LTIP” the PureCircle long-term incentive plan adopted on 1 December2017

“Acquisition” the recommended cash acquisition with one alternative offer (theShare Alternative), being made by Bidco to acquire the entireissued and to be issued share capital of PureCircle not alreadydirectly or indirectly owned by Bidco to be effected by means ofthe Scheme (or by way of a Takeover Offer under certaincircumstances described in the Scheme Document) and, wherethe context admits, any subsequent revision, variation, extensionor renewal thereof

“Acquisition Announcement” the firm offer announcement of the Acquisition made in line withRule 2.7 of the Takeover Code on the Announcement Date

“Announcement Date” 9 April 2020

“Awardholder Proposals” the proposals to be sent to holders of share awards under orparticipants in the PureCircle Share Plans

“Bidco” Ingredion SRSS Holdings Limited, a company incorporated inEngland and Wales under registered number 12542326, whoseregistered address is at Ingredion House Manchester Green, 339Styal Road, Manchester, United Kingdom, M22 5LW

“Bidco A Shares” the ordinary A shares in the capital of Bidco from time to time

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“Bidco B Shares” the ordinary B shares in the capital of Bidco from time to time

“Bidco Group” Bidco, its subsidiaries and its subsidiary undertakings and, wherethe context permits, each of them including, following completionof the Acquisition, the PureCircle Group

“Bidco Shares” the Bidco A Shares and the Bidco B Shares

“Cash Consideration” the cash consideration payable to Scheme Shareholders inconnection with the Cash Offer pursuant to the Schemecomprising of 100 pence per Scheme Share, as furtherdescribed in clause 2.1 below

“Cash Offer” the arrangements set out in clause 2.1 below, pursuant to whicheligible Scheme Shareholders may receive 100 pence in cash foreach Scheme Share

“certificated” or “in certificatedform”

a share or other security which is registered as being held incertificated form (that is, not in CREST)

“Companies Act” the Bermuda Companies Act 1981, as amended

“Court” the Supreme Court of Bermuda

“Court Meeting” the meeting of the Scheme Shareholders convened pursuant to anorder of the Court pursuant to section 99 of the Companies Act toconsider and, if thought fit, approve (with or without modification)the Scheme, including any adjournment thereof, notice of which isset out in Appendix X to the Scheme Document

“CREST” the relevant system (as defined in the CREST Regulations) inrespect of which Euroclear is the Operator (as defined in theCREST Regulations) in accordance with which securities may beheld and transferred in uncertificated form

“CREST Regulations” the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)(as amended)

“Effective” the Scheme having become effective in accordance with its termsand the Companies Act, upon delivery of the Scheme Court Orderto the Registrar of Companies

“Effective Date” the date on which the Scheme becomes Effective

“Election Return Time” 1.00 p.m. (London time) on 30 June 2020 or such later date andtime (if any) as PureCircle and Bidco may agree and PureCirclemay announce through a Regulatory Information Service

“Euroclear” Euroclear UK & Ireland Limited, a private limited liabilityincorporated in England and Wales with company number287873 and having its registered office at 33 Cannon Street,London EC4M 5SB

“Excluded Shares” any PureCircle Shares which are either registered in the name ofor beneficially owned by any member of the Bidco Group ordirectly or indirectly by Ingredion or held by the Company intreasury at any relevant date or time

“Last Practicable Date” 12 May 2020 (being the last practicable date prior to the date ofthe Scheme Document)

“Loyalty Plan” the retention awards granted to certain PureCircle Groupemployees in January and February 2020

“Overseas Shareholders” PureCircle Shareholders (or nominees of, or custodians ortrustees for, PureCircle Shareholders) not resident in, nornationals or citizens of, the United Kingdom

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“PureCircle” or “Company” PureCircle Limited, an exempted company incorporated inBermuda with limited liability under company number 40431 andhaving its registered office at Clarendon House, 2 Church Street,Hamilton HM 11, Bermuda.

“PureCircle Directors” or“PureCircle Board”

the directors of PureCircle whose names at the date of thisdocument are set out in paragraph 2.2 of Appendix VII of theScheme Document or, where the context so requires, the directorsof PureCircle from time to time

“PureCircle Group” PureCircle, its subsidiaries and subsidiary undertakings and,where the context permits, each of them

“PureCircle Share Plans” the 2008 LTIP and the 2017 LTIP

“PureCircle Shareholders” the registered holders of PureCircle Shares from time to time

“PureCircle Shares” the existing unconditionally allotted or issued and fully paidordinary shares of US$ 0.10 each in the capital of PureCircle andany further such ordinary shares as are unconditionally allotted orissued before the Acquisition becomes Effective

“Registrar of Companies” the Registrar of Companies in Bermuda

“Restricted Jurisdiction” any jurisdiction where local laws or regulations may result in civil,regulatory or criminal exposure if information concerning theAcquisition is sent or made available to PureCircle Shareholdersin that jurisdiction, including, without limitation, the United States,Canada, Japan, South Africa, China, India, Kenya and Australia

“Restricted OverseasShareholder”

PureCircle Shareholders (or nominees of, or custodians ortrustees for, PureCircle Shareholders) who are resident in,nationals or citizens of, a Restricted Jurisdiction

“Scheme” or “Scheme ofArrangement”

the scheme of arrangement under section 99 of the CompaniesAct between PureCircle and the PureCircle Shareholders inconnection with the Scheme, with or subject to any modification,addition or condition approved or imposed by the Court (whereapplicable) and agreed by PureCircle and Bidco

“Scheme Court Hearing” the hearing of the Court to sanction the Scheme under section 99of the Companies Act

“Scheme Court Order” the order of the Court sanctioning the Scheme under section 99 ofthe Companies Act

“Scheme Document” the composite scheme document containing, amongst otherthings, details of the Scheme

“Scheme Record Time” 6.00 p.m. (London time) on 30 June 2020 or such later time and/ordate as Bidco and PureCircle may agree

“Scheme Shareholder(s)” holders of Scheme Shares whose name appears in the register ofmembers of the Company at the Scheme Record Time and“Scheme Shareholder” means any one of them

“Scheme Share(s)” all PureCircle Shares which are:

(a) in issue as at the date of this document;

(b) (if any) issued after the date of this document and prior to theScheme Voting Record Time; and

(c) (if any) issued on or after the Scheme Voting Record Timeand before the Scheme Record Time, either on terms thatthe original or any subsequent holders thereof shall be

59

bound by the Scheme or in respect of which the holdersthereof shall have agreed in writing to be bound by theScheme

but in each case other than the Excluded Shares

“Scheme Voting Record Time” 6.00 p.m. (London time) / 2.00 p.m. (Bermuda time) on 15 June or,if the Court Meeting is adjourned, 6.00 p.m. (London time)/2.00 p.m. (Bermuda time) on the date which is three BusinessDays before the date fixed for the adjourned meeting

“Share Alternative” the arrangements set out in clause 2.2 below, pursuant to whicheligible Scheme Shareholders may elect for one Bidco B Share foreach Scheme Share, in lieu of receipt of the Cash Consideration

“Shareholders’ Agreement” the shareholders agreement relating to Bidco, as described inparagraph 14 of Part II of the Scheme Document

“Significant Interest” in relation to an undertaking, a direct or indirect interest of 20 percent. or more of (i) the total voting rights conferred by the equityshare capital (as defined in the UK Companies Act 2006, asamended) of such undertaking or (ii) the relevant partnershipinterest

“Takeover Code” or “Code” the UK City Code on Takeovers and Mergers issued from time totime by the United Kingdom Panel on Takeovers and Mergers

“uncertificated” or “inuncertificated form”

depositary interests of PureCircle Shares or Scheme Shares (asthe context requires) registered as being held in uncertificatedform in CREST and title to which by virtue of the CRESTRegulations may be transferred by means of CREST

“Wider PureCircle Group” PureCircle and its subsidiaries, subsidiary undertakings,associated undertakings and any other body corporate,partnership, joint venture or person in which PureCircle and allsuch undertakings (aggregating their interests) have a SignificantInterest

In this Scheme, “subsidiary”, “subsidiary undertaking”, “undertaking” and “associatedundertaking” have the respective meanings given thereto by the UK Companies Act 2006, asamended.

(A) The Company is an exempted company with limited liability and was incorporated in Bermudaon 23 July 2007 under the name of National Foods International Limited. On 14 November2007 the Company changed its name to PureCircle Limited.

(B) As at the Last Practicable Date, the existing issued ordinary share capital of the Company is184,564,254 divided into 184,564,254 ordinary shares of US$ 0.10 each, all of which arecredited as fully paid.

(C) The primary purpose of the Scheme is to cancel all the Scheme Shares so that the Companybecomes a wholly owned subsidiary of Bidco.

(D) Bidco has agreed to appear by counsel at the Scheme Court Hearing and to consent theretoand to undertake to the Court to be bound thereby and to execute and do, or procure to beexecuted and done, all such documents, acts or things as may be necessary or desirable tobe executed or done by either of them or on their behalf for the purpose of giving effect to theScheme.

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THE SCHEME

1. Cancellation of the Scheme Shares1.1 Simultaneously on the Effective Date:

(a) all Scheme Shares shall be cancelled; and

(b) the Company shall issue new PureCircle Shares to Bidco equal to the number ofScheme Shares cancelled and the Company shall apply the credit arising in its books ofaccount as a result of the cancellation of the Scheme Shares in paying up in full at parsuch new PureCircle Shares.

2. Consideration for the cancellation of the Scheme Shares2.1 In consideration of the cancellation of the Scheme Shares, Bidco shall pay or procure that the

Cash Consideration shall be paid to or for the account of each Scheme Shareholder, exceptfor the eligible Scheme Shareholders who have elected to receive the Share Alternative, being:


2.2 As an alternative to receiving the Cash Consideration, Bidco shall procure that eligible SchemeShareholders who have validly elected to receive the Share Alternative shall receive the ShareAlternative, being:


in lieu of the full Cash Consideration to which they would otherwise be entitled under theAcquisition (subject to scaling back in accordance with clause 3.1 below).

2.3 The Bidco B Shares will be unconditionally issued and allotted (credited as being fully paid)pursuant to the terms and conditions of the Acquisition.

3. Share Alternative3.1 The Share Alternative will be limited to a maximum of 111,874,671 Bidco B Shares

representing approximately 60 per cent. of the total number of Bidco Shares in issue as at thetime that the Scheme becomes Effective. To the extent that elections for the Share Alternativecannot be satisfied in full, they will be scaled back pro rata to the size of such elections(subject to any rounding adjustments as Bidco, in its absolute discretion, considers practicable)and the balance of the consideration due to Scheme Shareholders who have made suchelections will be satisfied in cash in accordance with the terms of the Acquisition.

3.2 Elections made by Scheme Shareholders for the Share Alternative will not affect theentitlements of Scheme Shareholders who do not make any such election.

3.3 The provisions of this clause 3 shall be subject to any prohibition or condition imposed by lawand, in the case of Overseas Shareholders, to the provisions clause 4.1 below and ofparagraph 2 of Appendix IV of the Scheme Document.

3.4 If any dividend or other distribution in respect of the Scheme Shares is declared, paid ormade on or after the Announcement Date, Bidco shall be entitled to reduce the considerationpayable for each Scheme Share by an amount per Scheme Share of such dividend ordistribution.

4. Overseas Shareholders4.1 The provisions of this clause 4 shall be subject to any prohibition or condition imposed by law.

Without prejudice to the generality of the foregoing if, in respect of any Scheme Shareholderwith a registered address in a jurisdiction outside the United Kingdom or whom Bidcoreasonably believes to be a citizen, resident or national of a jurisdiction outside the UnitedKingdom, Bidco is advised that the allotment and/or issue of Bidco B Shares pursuant to theShare Alternative would or may infringe the laws of such jurisdiction or would or may requirePureCircle or Bidco to comply with any governmental or other consent or any registration, filingor other formality with which PureCircle or Bidco is unable to comply or compliance with whichPureCircle or Bidco regards as unduly onerous, Bidco may, in its sole discretion, require

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PureCircle to treat such Scheme Shareholder as a Restricted Overseas Shareholder for thepurposes of this Scheme and any purported Election by such Scheme Shareholder for theShare Alternative.

4.2 Restricted Overseas Shareholders are only eligible to receive the Cash Offer and are noteligible to elect for the Share Alternative.

5. SettlementIn order to settle the Cash Consideration or the Share Alternative Bidco shall, within 14 daysof the Effective Date:

5.1 Scheme Shares held in certificated form

Where, at the Scheme Record Time, a Scheme Shareholder holds Scheme Shares incertificated form:

(a) procure the despatch of cheques for the sums payable to the respective SchemeShareholders who are entitled to receive the Cash Consideration; or

(b) in the case of Scheme Shareholders who have validly elected to receive the ShareAlternative (i) issue and allot such number of Bidco B Shares as required pursuant to theterms and conditions of the Acquisition; and (ii) procure the issue and despatch ofcertificates for such applicable numbers of Bidco B Shares to the persons entitledthereto, in lieu of the full Cash Consideration.

5.2 Scheme Shares held in uncertificated form

Where, at the Scheme Record Time, a Scheme Shareholder holds Scheme Shares inuncertificated form:

(a) for those Scheme Shareholders who are entitled to receive the Cash Consideration,procure that Euroclear is instructed to create an assured payment obligation in favour ofthe payment bank of the persons entitled thereto in accordance with the CREST assuredpayment arrangements for the sums payable to them respectively, provided that Bidcoreserves the right to make payment of the said sums by cheque in the manner set out inclause 5.1(a) if, for reasons outside its reasonable control, it is not able to effectsettlement in accordance with this clause 5.2 or to do so would incur material additionalcosts; and

(b) in the case of Scheme Shareholders who have validly elected to receive the ShareAlternative, to procure the issue and despatch of certificates for such applicable numbersof Bidco B Shares to the persons entitled thereto in lieu of the full Cash Consideration.

5.3 All deliveries of share certificates and cheques pursuant to the Scheme shall be effected bysending the same by first class post (or international standard post or airmail, if permitted tobe sent overseas) in prepaid envelopes addressed to the persons entitled thereto at theirrespective addresses as appear in the register of members of PureCircle or, in the case ofjoint holders, at the address of that one of the joint holders whose name stands first in suchregister in respect of such joint holding at the Scheme Record Time.

5.4 All cheques shall be in Sterling drawn on a UK clearing bank and shall be made payable tothe persons respectively entitled to the monies represented thereby (except that, in the case ofjoint holders, Bidco reserves the right to make such cheques payable to that one of the jointholders whose name stands first in the register of members of PureCircle in respect of suchjoint holding at the Scheme Record Time), and the encashment of any such cheque (or thecreation of any such assured payment obligation in accordance with this clause 5) shall be acomplete discharge of Bidco’s obligations under the Scheme to pay the monies representedthereby.

5.5 None of PureCircle or Bidco or their respective agents shall be responsible for any loss ordelay in the transmission or delivery of any share certificates or cheques sent in accordancewith this clause 5, which shall be sent at the sole risk of the persons entitled thereto.

5.6 In the case of Scheme Shares which have been acquired by PureCircle Directors oremployees of the Wider PureCircle Group pursuant to the vesting of awards under thePureCircle Share Plans or Loyalty Plan, settlement of the Cash Consideration will be made

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through payroll (net of any income tax, employee National Insurance contributions or othersocial security contributions and certain other amounts (if applicable)), in accordance with theAwardholder Proposals.

6. Share certificates and cancellationsWith effect from and including the Effective Date:

(a) all certificates representing Scheme Shares shall cease to be valid and shall no longerhave effect as documents of title to the Scheme Shares comprised therein, and everyScheme Shareholder shall be bound at the request of the Company or Bidco to deliverup the same to the Company for cancellation, or as either of them may direct, to destroythe same; and

(b) in respect of those holders of Scheme Shares holding their shares in uncertificated form,Euroclear shall be instructed to cancel the entitlements to such Scheme Shares inuncertificated form.

7. Adherence to Shareholders’ AgreementWith effect from the Effective Date, each Scheme Shareholder who has validly elected for theShare Alternative irrevocably appoints PureCircle and/or Bidco and/or any or more of theirrespective directors as its agent and/or attorney to execute and deliver as a deed on behalf ofsuch Scheme Shareholder (in such form as Bidco may require), as a deed, a deed ofadherence by such Scheme Shareholder to the Shareholders’ Agreement.

8. The Effective Date8.1 The Scheme shall become Effective in accordance with its terms as soon as a copy of the

Scheme Court Order has been delivered to the Registrar of Companies for registration.

8.2 Unless the Scheme shall become Effective on or before 5.00 p.m. (London time) on30 November 2020 or such later date (if any) as may be agreed in writing by Bidco andPureCircle, the Scheme shall never become Effective.

9. ModificationBidco and the Company may jointly consent on behalf of all concerned to any modification of,or addition to, the Scheme or to any condition which the Court may approve or impose.

10. Governing Law10.1 The Scheme and any dispute or claim arising out of or in connection with it shall be governed

by and construed in accordance with Bermuda law.

10.2 The courts of Bermuda shall have jurisdiction in relation to any dispute or claim arising out ofor in connection with the Scheme.

Dated: 14 May 2020

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APPENDIX I

CONDITIONS AND FURTHER TERMS OF THE SCHEME AND THE ACQUISITION

Part A: Conditions of the Scheme and the Acquisition

The Scheme is subject to satisfaction (or, where applicable, waiver in accordance with Part Bbelow) of the following Conditions:

Long Stop Date1. The Acquisition is conditional upon the Scheme becoming Effective by no later than the Long

Stop Date.

Acceptance Condition2. The Scheme shall be subject to the following conditions:

(a) its approval by a majority in number of the Scheme Shareholders who are on the registerof members of PureCircle at the Voting Record Time and who are present and vote,whether in person or by proxy, at the Court Meeting (and at any separate class meetingwhich may be required by the Court) and who represent 75 per cent. in nominal value ofthe Scheme Shares voted by those Scheme Shareholders on or before the 22nd dayafter the expected date of the Court Meeting set out in this document (or such later date,if any, as Ingredion and PureCircle may agree and the Court may allow);

(b) the passing of the resolutions by the requisite majority at the General Meeting to be heldon or before the 22nd day after the expected date of the General Meeting to be set outin this document (or such later date, if any, as Ingredion and PureCircle may agree andthe Court may allow);

(c) the sanction of the Scheme by the Court (with or without modification but subject to anymodification being on terms acceptable to Ingredion and PureCircle) on or before the22nd day after the expected date of the Court Hearing to be set out in this document (orsuch later date, if any, as Ingredion and PureCircle may agree and the Court may allow);

(d) the necessary compliance with the procedural requirements and conditions, if any,of the Companies Act in relation to any reduction of the issued share capital ofPureCircle associated with the cancellation of the Scheme Shares; and

(e) delivery of a copy of the Scheme Court Order to the Registrar of Companies.

3. In addition, subject to Part B below, the Acquisition shall be conditional upon the followingConditions and, accordingly, the Scheme Court Order shall not be delivered to the Registrar ofCompanies unless such Conditions (as amended, if appropriate) have been satisfied (andcontinue to be satisfied pending the commencement of the Court Hearing) or, where relevant,waived in accordance with Part B below prior to the Scheme being sanctioned by the Court:

Regulatory approvals and clearances(a) no Third Party having decided, threatened or given notice of a decision to take, institute,

implement or threaten any action, proceeding, suit, investigation, enquiry or reference(and in each case, not having withdrawn the same), or having required any action to betaken or otherwise having done anything, or having enacted, made or proposed anystatute, regulation, decision, order or change to published practice (and in each case, nothaving withdrawn the same) and there not continuing to be outstanding any statute,regulation, decision or order which would or might reasonably be expected to (in anycase to an extent or in a manner which is material in the context of the Acquisition, theWider PureCircle Group or the Wider Bidco Group, as the case may be, in each case,taken as a whole):

(i) require, prevent or delay the Acquisition or alter the terms envisaged for theAcquisition by any member of the Wider Bidco Group or by any member of theWider PureCircle Group of all or any part of their respective businesses, assets,property or any shares or other securities (or the equivalent) in any member of the

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Wider PureCircle Group or any member of the Wider Bidco Group or impose anylimitation on the ability of all or any of them to conduct their respective businesses(or any part thereof) or to own, control or manage any of their respective assets orproperties (or any part thereof) (in each case to an extent which is material in thecontext of the Wider Bidco Group or the Wider PureCircle Group, in each case,taken as a whole);

(ii) impose any material limitation on, or result in a material delay in, the ability of anymember of the Wider Bidco Group, directly or indirectly, to acquire, hold or exerciseeffectively all or any rights of ownership in respect of shares or loans or securitiesconvertible into shares or other securities (or the equivalent) in PureCircle or on theability of any member of the Wider PureCircle Group or any member of the WiderBidco Group, directly or indirectly, to hold or exercise effectively all or any rights ofownership in respect of shares or loans or any other securities (or the equivalent)in, or to exercise voting or management control over, any other member of theWider PureCircle Group or the Wider Bidco Group;

(iii) except as Disclosed, result in any member of the Wider PureCircle Group or anymember of the Wider Bidco Group ceasing to be able to carry on business underany names under which it currently carries on business;

(iv) make the Acquisition, its implementation or the acquisition or proposed acquisitionof any shares or other securities in, or control or management of, PureCircle by anymember of the Wider Bidco Group void, unenforceable and/or illegal under the lawsof any relevant jurisdiction, or otherwise, directly or indirectly, prevent or prohibit,restrict, restrain or delay or otherwise interfere with the implementation of, or imposeadditional conditions or obligations with respect to, or otherwise challenge, impede,interfere or require amendment to the terms of the Acquisition or the acquisition orproposed acquisition of any shares or other securities in, or control or managementof, any member of the Wider PureCircle Group by any member of the Wider BidcoGroup;

(v) impose any limitation on, or result in delay in, the ability of any member of theWider Bidco Group or any member of the Wider PureCircle Group to conduct,integrate or co-ordinate all or any part of its business with all or any part of thebusiness of any other member of the Wider Bidco Group and/or the WiderPureCircle Group in a manner which is material in the context of the Wider BidcoGroup and/or the Wider PureCircle Group, in either case, taken as a whole;

(vi) require any member of the Wider PureCircle Group or the Wider Bidco Group torelinquish, terminate or amend any contract to which any member of the WiderPureCircle Group or the Wider Bidco Group is a party (in each case to an extentwhich is material in the context of the Wider Bidco Group or the Wider PureCircleGroup taken as a whole);

(vii) result in any member of the Wider PureCircle Group or any member of the WiderBidco Group ceasing to be able to carry on business under any name under whichit currently does so in any jurisdiction;

(viii) other than in the context of the proposed Bidco Equity Injection and the PureCircleEquity Injection, require any member of the Wider Bidco Group or any member ofthe Wider PureCircle Group or any of their respective affiliates to: (A) invest,contribute or loan any capital or assets to; or (B) guarantee or pledge capital assetsfor the benefit of any member of the Wider PureCircle Group or any member of theWider PureCircle Group, which in each such case or together is material andadverse in the context of any member of the Wider Bidco Group or any member ofthe Wider PureCircle Group or in the context of the Acquisition;

(ix) except as Disclosed, otherwise adversely affect all or any of the business, assets,liabilities, profits, financial or trading position or prospects of any member of theWider PureCircle Group or any member of the Wider Bidco Group, to an extentwhich is material in the context of the Wider PureCircle Group or the Wider BidcoGroup, in either case taken as a whole,

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and all applicable waiting and other time periods (including any extensions thereof) duringwhich any such Third Party could decide to take, institute, implement or threaten anysuch action, proceeding, suit, investigation, enquiry or reference or take any other stepunder the laws of any jurisdiction in respect of the Acquisition or the acquisition orproposed acquisition of any PureCircle Shares or other securities in, or control ormanagement of, PureCircle or otherwise intervene having expired, lapsed or beenterminated;

United States Hart-Scott-Rodino clearance(b) all necessary notifications and filings having been made and all applicable waiting periods

(including any extensions thereof) under the United States Hart-Scott-Rodino AntitrustImprovements Act of 1976 (as amended) and the rules and regulations made thereunderhaving expired or been terminated in each case in respect of the Acquisition and theacquisition or the proposed acquisition of any shares or other securities in, or control of,PureCircle by any member of the Wider Bidco Group;

Other regulatory approvals(c) except as Disclosed, each Governmental Entity which regulates or licences any member

of the PureCircle Group, Bidco Group or any other body corporate in which any memberof the PureCircle Group or Bidco Group has an interest in shares, and whose priorapproval, consent or non-objection to any change in control, or acquisition of (or increasein) control in respect of that or any other member of the PureCircle Group or BidcoGroup is required, or any Governmental Entity whose prior approval, consent or non-objection of the Acquisition is otherwise required, or from whom one or more materiallicences or permissions are required in order to complete the Acquisition, having given itsapproval, non-objection or legitimate deemed consent or consent in writing thereto and,as the case may be, having granted such licences and permissions (in each case whererequired and on terms reasonably satisfactory to Ingredion), and in each case the impactof which would materially adversely affect the Wider PureCircle Group or the Wider BidcoGroup, taken as a whole, if not obtained;

Notifications, waiting periods and Authorisations(d) other than in respect of Conditions 3(a) to 3(c) (inclusive) above, all notifications, filings

or applications which are necessary or considered appropriate or desirable by Ingredion(having been made in connection with the Acquisition and all necessary waiting and othertime periods) (including any extensions thereof) under any applicable legislation orregulation of any jurisdiction having expired, lapsed or been terminated (as applicable)and all statutory and regulatory obligations in any jurisdiction having been complied with,in each case, in respect of the Scheme and the Acquisition and all Authorisations whichare necessary or deemed necessary or appropriate by Ingredion in any jurisdiction for orin respect of the Acquisition and the Acquisition or the proposed acquisition of anyshares or other securities in, or control or management of, PureCircle or any othermember of the Wider PureCircle Group by any member of the Wider Bidco Group havingbeen obtained in terms and in a form reasonably satisfactory to Ingredion from allappropriate Third Parties or (without prejudice to the generality of the foregoing) from anyperson or bodies with whom any member of the Wider PureCircle Group or the WiderBidco Group has entered into contractual arrangements and all such Authorisationsnecessary, appropriate or desirable to carry on the business of any member of the WiderPureCircle Group in any jurisdiction having been obtained in each case where theconsequence of a failure to make such notification or filing or to wait for the expiry, lapseor termination of any such waiting or other time period or to comply with such obligationor obtain such Authorisation would be unlawful in any relevant jurisdiction or have amaterial adverse effect on the Wider PureCircle Group, any member of the Wider BidcoGroup or the ability of Ingredion to implement the Acquisition and all such Authorisationsremaining in full force and effect at the time at which the Acquisition becomes otherwisewholly unconditional and there being no notice or intimation of an intention to revoke,suspend, restrict, modify or not to renew such Authorisations;

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PureCircle Shareholder resolution(e) except as Disclosed or with the consent or the agreement of Ingredion, no resolution of

PureCircle Shareholders in relation to any acquisition or disposal of assets or shares (orthe equivalent thereof) in any undertaking or undertakings (or in relation to any merger,demerger, consolidation, reconstruction, amalgamation or scheme) being passed at ameeting of PureCircle Shareholders other than in relation to the Acquisition or theScheme and, other than with the consent or the agreement of Ingredion, no member ofthe Wider PureCircle Group having taken (or agreed or proposed to take) any action thatrequires, or would require, the approval of PureCircle Shareholders in accordance with, oras contemplated by, Rule 21.1 of the Takeover Code;

Certain matters arising as a result of any arrangement, agreement, etc.(f) except as Disclosed, there being no provision of any arrangement, agreement, lease,

licence, franchise, permit or other instrument to which any member of the WiderPureCircle Group is a party or by or to which any such member or any of its assets is ormay be bound, entitled or subject, or any event or circumstance which, as aconsequence of the Acquisition or the acquisition or the proposed acquisition by anymember of the Wider Bidco Group of any shares or other securities (or the equivalent) inPureCircle or because of a change in the control or management of any member of theWider PureCircle Group or otherwise, would or might reasonably be expected to result in(in each case to an extent or in a manner which is material in the context of the WiderPureCircle Group, the Wider Bidco Group, as the case may be, in each case, taken as awhole):

(i) any monies borrowed by, or any other indebtedness or liabilities, actual orcontingent, of, or any grant available to, any such member being or becomingrepayable, or capable of being declared repayable, immediately or prior to its ortheir stated maturity date or repayment date, or the ability of any such member toborrow monies or incur any indebtedness being withdrawn or inhibited or beingcapable of becoming or being withdrawn or inhibited;

(ii) the creation, save in the ordinary and usual course of business, or enforcement ofany mortgage, charge or other security interest over the whole or any part of thebusiness, property or assets of such member or any such mortgage, charge orother security interest (whenever created, arising or having arisen) becomingenforceable;

(iii) any such arrangement, agreement, lease, licence, franchise, permit or otherinstrument or the rights, liabilities, obligations or interests of any such member in orwith any other person (or any arrangement or arrangements relating to any suchinterests or business) being adversely modified or adversely affected or anyobligation or liability arising or any adverse action being, or becoming capable ofbeing terminated taken or arising thereunder;

(iv) any liability of any such member to make any severance, termination, bonus orother payment to any of its directors or other officers;

(v) the rights, liabilities, obligations, interests or business of any such member or anymember of the Wider PureCircle Group under any such arrangement, agreement,licence, permit, lease or instrument or the interests or business of any suchmember or any member of the Wider PureCircle Group in or with any other personor body or firm or company (or any arrangement relating to any such interests orbusiness) being or becoming capable of being terminated, or adversely modified oraffected or any onerous obligation or liability arising or any adverse action beingtaken thereunder;

(vi) any such member ceasing to be able to carry on business under any name underwhich it presently carries on business;

(vii) the financial or trading position or prospects of any such member being prejudicedor adversely affected;

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(viii) the creation or acceleration of any liability (actual or contingent) by any suchmember other than trade creditors or other liabilities incurred in the ordinary courseof business; or

(ix) no event having occurred which, under any provision of any arrangement,agreement, licence, permit, franchise, lease or other instrument to which anymember of the Wider PureCircle Group is a party or by or to which any suchmember or any of its assets are bound, entitled or subject, would or might result inany of the events or circumstances as are referred to in Conditions (f)(i) to(viii) above;

Certain events occurring since 30 June 2019(g) except as Disclosed, and except, where relevant between PureCircle and/or wholly

owned subsidiaries of PureCircle, no member of the Wider PureCircle Group havingsince 30 June 2019:

(i) issued or agreed to issue or authorised or proposed or announced its intention toauthorise or propose the issue, of additional shares of any class, or securities orsecurities convertible into, or exchangeable for, or rights, warrants or options tosubscribe for or acquire, any such shares, securities or convertible securities ortransferred or sold or agreed to transfer or sell or authorised or proposed thetransfer or sale of PureCircle Shares out of treasury (except for the issue or transferout of treasury of PureCircle Shares on vesting of employee share awards under thePureCircle Share Plans and, if the remuneration committee of PureCircle sodetermines, in connection with the Loyalty Plan and salary of the Chief ExecutiveOfficer of PureCircle);

(ii) recommended, declared, paid or made or proposed to recommend, declare, pay ormake any bonus, dividend or other distribution (whether payable in cash orotherwise);

(iii) other than pursuant to the Acquisition (and except for transactions in the ordinarycourse of business) implemented, effected, authorised or proposed or announced itsintention to implement, effect, authorise or propose any merger, demerger,reconstruction, amalgamation, scheme, commitment or acquisition or disposal ofassets or shares or loan capital (or the equivalent thereof) in any undertaking orundertakings in any such case to an extent which is material in the context of theWider PureCircle Group or the Wider Bidco Group taken as a whole or in thecontext of the Acquisition;

(iv) except for transactions in the ordinary course of business, disposed of, ortransferred, mortgaged or created any security interest over any material asset orany right, title or interest in any material asset or authorised, proposed orannounced any intention to do so;

(v) issued, authorised or proposed or announced an intention to authorise or propose,the issue of or made any change in or to the terms of any debentures or becomesubject to any contingent liability or incurred or increased any indebtedness which inany such case is material in the context of the Wider PureCircle Group or the WiderBidco Group taken as a whole or in the context of the Acquisition;

(vi) except in the ordinary course of business, entered into or varied or authorised,proposed or announced its intention to enter into or vary any material contract,arrangement, agreement, transaction or commitment (whether in respect of capitalexpenditure or otherwise) which is of a long term, unusual or onerous nature ormagnitude or which is or which involves or could involve an obligation of a natureor magnitude and which, in any such case, is material in the context of the WiderPureCircle Group or in the context of the Acquisition, or which is or is reasonablylikely to be restrictive on the business of any member of the Wider PureCircleGroup or Wider Bidco Group;

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(vii) entered into or varied the terms of, or made any offer (which remains open foracceptance) to enter into or vary to a material extent the terms of, any contract,service agreement, commitment or arrangement with any director or seniorexecutive of any member of the Wider PureCircle Group, otherwise than in theordinary course of business;

(viii) proposed, agreed to provide or modified to a material extent the terms of any shareoption scheme, incentive scheme or other benefit relating to the employment ortermination of employment of any employee of the Wider PureCircle Group,otherwise than in the ordinary course of business;

(ix) purchased, redeemed or repaid or announced any proposal to purchase, redeem orrepay any of its own shares or other securities or reduced or made any otherchange to any part of its share capital (except for the issue or transfer out oftreasury of PureCircle Shares on vesting of employee share awards under thePureCircle Share Plans and, if the remuneration committee of PureCircle sodetermines, in connection with the Loyalty Plan and salary of the Chief ExecutiveOfficer of PureCircle, as Disclosed);

(x) waived, compromised or settled any claim which is material in the context of theWider PureCircle Group as a whole or in the context of the Acquisition;

(xi) terminated or varied the terms of any agreement or arrangement between anymember of the Wider PureCircle Group and any other person in a manner whichwould or might have a material adverse effect on the financial position of the WiderPureCircle Group or the Wider Bidco Group taken as a whole or in the context ofthe Acquisition;

(xii) made any material alteration to its memorandum, bye-laws or articles of associationor other incorporation documents or any material alteration to the memorandum,articles of association or other incorporation documents of any other member of theWider PureCircle Group;

(xiii) made or agreed or consented to any significant change to:

(1) the pension scheme arrangements of the Wider PureCircle Group, including asa result of the establishment of new arrangements;

(2) the terms of the governing documents of the Disclosed pension scheme(s)established by any member of the Wider PureCircle Group for its directors,employees or their dependants;

(3) the contributions payable to any such scheme(s) or to the benefits whichaccrue, or to the pensions which are payable, thereunder; or

(4) the basis on which qualification for, or accrual or entitlement to, such benefitsor pensions are calculated or determined;

(xiv) been unable, or admitted in writing that it is unable, to pay its debts or commencednegotiations with one or more of its creditors with a view to rescheduling orrestructuring any of its indebtedness, or having stopped or suspended (orthreatened to stop or suspend) payment of its debts generally or ceased orthreatened to cease carrying on all or a substantial part of its business which ismaterial in the context of the Wider PureCircle Group or the Wider Bidco Grouptaken as a whole or in the context of the Acquisition;

(xv) (other than in respect of a member of the Wider PureCircle Group which is dormantand was solvent at the relevant time) taken or proposed any steps, corporate actionor had any legal proceedings instituted or threatened against it in relation to thesuspension of payments, a moratorium of any indebtedness, its winding-up(voluntary or otherwise), dissolution, reorganisation or for the appointment of areceiver, administrator, manager, administrative receiver, trustee or similar officer ofall or any material part of its assets or revenues or any analogous or equivalentsteps or proceedings in any jurisdiction or appointed any analogous person in anyjurisdiction or had any such person appointed;

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(xvi) made, authorised, proposed or announced an intention to propose any change in itsloan capital;

(xvii) entered into, implemented or authorised the entry into, any joint venture, asset orprofit sharing arrangement, partnership or merger of business or corporate entities,which in any such case is material in the context of the Wider PureCircle Group orthe Wider Bidco Group as a whole or in the context of the Acquisition; or

(xviii)entered into any agreement, arrangement, commitment or contract or passed anyresolution or made any offer (which remains open for acceptance) with respect to orannounced an intention to, or to propose to, effect any of the transactions, mattersor events referred to in this Condition (g);

No adverse change, litigation, regulatory enquiry or similar(h) except as Disclosed, since 30 June 2019 there having been:

(i) no adverse change and no circumstance having arisen which would reasonably beexpected to result in any adverse change in the business, assets, liabilities,shareholders’ equity, financial or trading position or profits, operational performanceor prospects of any member of the Wider PureCircle Group which is material in thecontext of the Wider PureCircle Group or the Wider Bidco Group taken as a wholeor in the context of the Acquisition;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to whichany member of the Wider PureCircle Group is or may become a party (whether asa claimant, defendant or otherwise) having been threatened, announced,implemented or instituted by or against or remaining outstanding against or inrespect of, any member of the Wider PureCircle Group, in each case which wouldreasonably be expected to have a material adverse effect on the Wider PureCircleGroup or the Wider Bidco Group taken as a whole or in the context of theAcquisition;

(iii) no investigation, enquiry, action, proceedings or prosecution by any regulatory,enforcement or prosecution agency having been threatened, notified, announced orinstituted in respect of any Wider PureCircle Group company or in respect of anyWider PureCircle Group executive;

(iv) no enquiry, review or investigation by, or complaint or reference to, any Third Partyagainst or in respect of any member of the Wider PureCircle Group (or any personin respect of which any such member has or may have responsibility or liability)having been threatened, announced, implemented or instituted or remainingoutstanding by, against or in respect of any member of the Wider PureCircle Group,in each case, which would reasonably be expected to have a material adverseeffect on the Wider PureCircle Group or the Wider Bidco Group taken as a wholeor in the context of the Acquisition;

(v) no contingent or other liability having arisen or become apparent to Ingredion orincreased other than in the ordinary course of business which is reasonably likely toadversely affect the business, assets, financial or trading position or profits of anymember of the Wider PureCircle Group to an extent which is material in the contextof the Wider PureCircle Group or the Wider Bidco Group taken as a whole or in thecontext of the Acquisition; and

(vi) no steps having been taken and no omissions having been made which arereasonably likely to result in the withdrawal, cancellation, termination or modificationof any licence held by any member of the Wider PureCircle Group which isnecessary for the proper carrying on of its business and the withdrawal,cancellation, termination or modification of which would reasonably be expected tohave a material adverse effect on the Wider PureCircle Group or the Wider BidcoGroup taken as a whole or in the context of the Acquisition;

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No discovery of certain matters regarding information and liabilities, corruption andintellectual property(i) except as Disclosed, Ingredion not having discovered that:

(i) any financial, business or other information concerning the Wider PureCircle Groupannounced publicly and delivered by or on behalf of PureCircle through a RIS priorto the date of this document or publicly disclosed to any member of the WiderBidco Group by or on behalf of any member of the Wider PureCircle Group prior tothe date of this document is misleading, contains a misrepresentation of any fact, oromits to state a fact necessary to make that information not misleading, in any suchcase which is material in the context of the Wider PureCircle Group or the WiderBidco Group taken as a whole or in the context of the Acquisition;

(ii) any member of the Wider PureCircle Group, otherwise than in the ordinary courseof business, is subject to any liability, contingent or otherwise, and which is materialin the context of the Wider PureCircle Group or the Wider Bidco Group taken as awhole or in the context of the Acquisition;

(iii) any past or present member, director, officer or employee of the Wider PureCircleGroup, or any other person for whom any such person may be liable or responsible,has not complied with the OECD Convention on Combating Bribery of ForeignPublic Officials in International Business Transactions and any laws implementingthe same, the UK Bribery Act 2010 and/or the US Foreign Corrupt Practices Act of1977;

(iv) any entity within the Wider PureCircle Group, any past or present member, director,officer, agent or employee of the Wider PureCircle Group, or any other person forwhom any such person may be liable or responsible, has: (A) directly or indirectlyengaged in any activities involving, conducted business with or made anyinvestment in, made any payments or provided services to, or been involved in anyactivity directly or indirectly relating to: any government, country, territory, entity orindividual targeted by any of the export or trade controls or economic sanctionslaws, regulations, executive orders and resolutions imposed by the United Nations,United States, United Kingdom, or the European Union or any of their respectivemember states, or any other jurisdiction in which any entity within the WiderPureCircle Group operates (including entities owned or controlled by or acting for oron behalf of such persons or entities) to the extent that such activities, business orinvestments are or were prohibited by, or would otherwise expose the WiderPureCircle Group or any of its directors, officers, agents or employees, toenforcement action under or in consequence of such measures; (B) engaged,directly or indirectly in any other transaction or activity prohibited by the export ortrade controls or economic sanctions provisions outlined above, or which wouldexpose the Wider PureCircle Group or any of its directors, officers, agents oremployees, to enforcement action under or in consequence of such measures; or(C) done any act which would have caused another person or entity to haveviolated the export or trade controls or economic sanctions provisions outlinedabove;

(v) any material asset of any member of the Wider PureCircle Group constitutescriminal property as defined by section 340(3) of the Proceeds of Crime Act 2002(but disregarding paragraph (b) of that definition); or

(vi) since 30 June 2019, no circumstance having arisen or event having occurred inrelation to any intellectual property owned, used or licensed by the Wider PureCircleGroup which would have a material adverse effect on the Wider PureCircle Groupor the Wider Bidco Group taken as a whole or in the context of the Acquisition andwhich is other than in the ordinary course of business, including: (A) any member ofthe Wider PureCircle Group losing its title to any intellectual property material to itsbusiness or any intellectual property owned by the Wider PureCircle Group andmaterial to its business being revoked, cancelled or declared invalid; (B) anyagreement regarding the use of any intellectual property licensed to or by anymember of the Wider PureCircle Group being terminated or materially varied or (C)

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any claim being filed that any member of the Wider PureCircle Group infringed theintellectual property rights of a third party or any member of the Wider PureCircleGroup being found to have infringed the intellectual property rights of a third party(in each case which is material in the context of the Wider PureCircle Group or theWider Bidco Group taken as a whole or in the context of the Acquisition and whichis other than in the ordinary course of business);

Other(j) Ingredion not having discovered the existence of a defined benefit or other pension

arrangement not Disclosed which gives rise to actual or contingent liabilities which arematerial in the context of the Wider PureCircle Group or the Wider Bidco Group taken asa whole or in the context of the Acquisition;

Conditions of Material Significance(k) If, except as Disclosed (which for the purposes of this Condition, excludes PureCircle’s

1H FY20 interim accounts), Bidco becomes aware that the PureCircle Group was not, onthe date of this document, or, if it thereafter ceases to be, the owner, free ofEncumbrances (save for those Encumbrances created in the ordinary course of businessor pursuant to third party financing documents that were Disclosed prior to theAcquisition Announcement (the “Proviso”)) of its material Supply Assets in China and/orin Malaysia and/or of its material registered patent assets.

For the purposes of this Condition:

(i) “Supply Assets” means all freehold land, plant, product, equipment and supplychain facilities and assets (but does not include those assets which are discardedor replaced in the ordinary course of business);

(ii) ownership shall be assessed as against the assets recorded (individually or inaggregate) in the balance sheet (and associated notes) in the PureCircle accountsfor the financial year ended 30 June 2019; and

(iii) materiality in the context of the Supply Assets shall be assessed having regard tothe value placed by Ingredion (when determining the price of the Cash Offer andratio for the Share Alternative) on such assets being so owned on a free fromEncumbrances basis (subject to the Proviso) by a member of the PureCircle Group,and/or having regard to the significance of such asset on the ability of PureCircle,or the relevant member of the PureCircle Group (as the case may be), to conductits business in all material respects in the manner that it was conducted in the12 months prior to the Acquisition Announcement;

(l) No UK regulatory authority has imposed, or announced or confirmed in writing that it willimpose, a fine, or other financial penalty, on any member(s) of the PureCircle Group inan amount of more than an amount which PureCircle and Bidco have agreed is material(individually and/or in aggregate), in connection with the matters relating to theclassification and valuation of inventory and/or PureCircle’s accounting records, asreferred to in PureCircle’s announcements dated 20 September 2019, 14 November 2019and/or 5 March 2020 (and in determining such amount for these purposes, then anypenalties imposed on individuals in connection with such matters shall not be included);and

(m) During the six month period which commenced on 1 January 2020, the PureCircle Groupshall (in its internal monthly accounting records produced in a manner consistent with thePureCircle accounts for the financial year ended 30 June 2019) have recorded revenueof not less than US$40 million (and for these purposes, the PureCircle Group shall beentitled to record revenue on any “take or pay” contracts (provided such revenue hasactually been received and pro-rata as to the value and revenue generated andattributable to those months) even if actual delivery is to take place later than therelevant period), but excluding any decline in revenue to the extent arising out of,resulting from, or attributable to:

(i) any adverse changes in exchange rates;

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(ii) any adverse changes in applicable laws, regulations or accounting standards orpractices affecting the PureCircle Group; and

(iii) any import or export prohibition or restriction imposed by any governmental orregulatory authority, except where such prohibition or restriction is specific toPureCircle and has been imposed as a result of PureCircle’s breach of applicablelaw.

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Part B: Certain further terms of the Acquisition

1. Bidco reserves the right in its sole discretion to waive (if capable of waiver) in whole or part:

(a) any of the Conditions set out in the above Condition 1 of Part A relating to the timing ofthe Court Meeting, the General Meeting and the sanctioning of the Scheme. If any of thedeadlines for those events are not met, Bidco shall make an announcement by 8.00 a.m.on the Business Day following such deadline confirming whether it has invoked or waivedthe relevant Condition or agreed with PureCircle to extend the deadline in relation to therelevant Condition; and

(b) all or any of the above Conditions 3(a) (Regulatory Approvals and Clearances) to3(m) (inclusive) (Conditions of Material Significance) of Part A.

2. All of the Conditions must be fulfilled or waived by no later than 9.00 am (Bermuda time) onthe date of the Court Hearing, (unless either: (i) Bidco would be permitted to invoke aCondition under Rule 13 of the Takeover Code (as if the Takeover Code applied toPureCircle); or (ii) such Condition is any of the Conditions in Condition 2 (and not capable ofbeing waived), or is a Condition of Material Significance), failing which the Scheme will lapse.

3. Pursuant to the Implementation Agreement, Bidco will only be able to rely on a Condition(other than the Scheme Approval Condition and the Regulatory Approvals) so as to cause theAcquisition to lapse if the circumstances giving rise to the right to invoke the Condition are ofmaterial significance to Bidco in the context of the Acquisition, save that it is agreed that eachCondition of Material Significance is of material significance to Bidco such that Bidco isentitled to terminate the Acquisition (including following satisfaction of the Scheme ApprovalCondition) if any such Condition of Material Significance is not satisfied or waived by Bidco bythe Long Stop Date, or any such Condition of Material Significance is no longer true andcorrect on the Effective Date.

4. Bidco reserves the right to elect to implement the Acquisition by way of a Takeover Offer asan alternative to the Scheme. In such event, the Takeover Offer will be implemented onsubstantially the same terms, subject to appropriate amendments, as far as applicable, asthose which would apply to the Scheme. The acceptance condition would be set at 90 percent. of the shares to which such Takeover Offer relates (or such lesser percentage as Bidcomay agree with PureCircle provided that if it became or was declared unconditional in allrespects, the Takeover Offer would result in Bidco holding PureCircle Shares carrying greaterthan 50 per cent. of the voting rights in PureCircle). Further, if sufficient acceptances of theTakeover Offer are received and/or sufficient PureCircle Shares are otherwise acquired, it isthe intention of Bidco to apply the provisions of the Companies Act to compulsorily acquireany outstanding PureCircle Shares to which such Takeover Offer relates.

5. The Acquisition will lapse and shall not become Effective (unless otherwise agreed with thePureCircle) if:

(a) in so far as the Acquisition or any matter arising from or relating to the Scheme orAcquisition constitutes a concentration with a community dimension within the scope ofthe Merger Regulation, the European Commission either initiates proceedings underArticle 6(1)(c) of the Merger Regulation or makes a referral to a competent authority ofthe United Kingdom under Article 9(1) of the Merger Regulation and there is then a CMAPhase 2 Reference; or

(b) in so far as the Acquisition or any matter arising from the Scheme or Acquisition doesnot constitute a concentration with a community dimension within the scope of theMerger Regulation, the Scheme or Acquisition or any matter arising from or relating tothe Acquisition becomes subject to a CMA or any other Governmental Entity Phase 2Reference,

in each case, before the date of the Court Meeting.

6. If any dividend or other distribution in respect of the PureCircle Shares is declared, paid ormade on or after the date of this document, Bidco reserves the right to reduce theconsideration payable for each PureCircle Share under the terms of the Acquisition by theamount per PureCircle Share of such dividend or distribution, in which case any reference inthis document or in the Scheme Document to the offer consideration for the PureCircle Shares

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will be deemed to be a reference to the offer consideration as so reduced. Any exercise byBidco of its rights referred to in this paragraph shall be the subject of an announcement and,for the avoidance of doubt, shall not be regarded as constituting any revision or variation ofthe Acquisition. If Bidco exercises this right or makes such a reduction in respect of a dividendor distribution, PureCircle Shareholders will be entitled to receive and retain that dividend ordistribution.

7. The availability of the Acquisition to persons not resident in the United Kingdom may beaffected by the laws of relevant jurisdictions. Therefore any persons who are subject to thelaws of any jurisdiction other than the United Kingdom and any PureCircle Shareholders whoare not resident in the United Kingdom will need to inform themselves about and observe anyapplicable requirements.

8. Unless otherwise determined by Bidco and permitted by applicable law and regulations:

(a) the Acquisition is not being, and will not be, made, directly or indirectly, in, into or by theuse of the mails of, or by any other means or instrumentality (including, without limitation,facsimile, email or other electronic transmission, telex or telephone) of interstate orforeign commerce of, or of any facility of a national, state or other securities exchange of,any Restricted Jurisdiction and will not be capable of acceptance by any such use,means, instrumentality or facility or from within any Restricted Jurisdiction; and

(b) this document should not be forwarded or transmitted into any jurisdiction in which suchact would constitute a violation of the relevant laws of such jurisdiction.

9. Each of the Conditions shall be regarded as a separate Condition and shall not be limited byreference to any other Condition.

10. The Scheme will be governed by Bermuda law and subject to the jurisdiction of the courts ofBermuda. The Acquisition will otherwise be governed by the laws of England and Wales (savethat any compulsory acquisition of Shares following the Acquisition will be governed byBermuda law).

11. The rules of the Takeover Code do not apply to the Acquisition, apart from the specificsections that Bidco and PureCircle have agreed to apply pursuant to the ImplementationAgreement.

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APPENDIX II

DETAILS ON THE BIDCO GROUP AND THE BIDCO SHARES

1. Information on BidcoBidco, a limited liability company, was incorporated on 1 April 2020 under the laws of Englandand Wales and will acquire the PureCircle Shares pursuant to the Acquisition. Bidco has nottraded since the date of its incorporation nor entered into any obligations, other than inconnection with the Acquisition.

Set out below is a summary of the proposed Bidco share capital structure, the Shareholders’Agreement governing the terms on which PureCircle Shareholders will hold securities in Bidcoand the Bidco Articles.

2. Initial Bidco ArticlesThe articles of association of Bidco adopted upon incorporation (the “Initial Bidco Articles”)are available for inspection on PureCircle’s website at www.purecircle.com/about-purecircle/offer-for-purecircle/ and on Bidco’s website at www.ingredioncompany.co.uk. The Initial BidcoArticles have been amended to reflect the terms set out below.

3. Share capitalThe share capital of Bidco currently comprises 100 Bidco A Shares of one pence each.

Upon the Scheme becoming Effective, Bidco will issue Ingredion such number of BidcoA Shares as equals the number of PureCircle Shares to be acquired by Bidco pursuant to theCash Offer less 100, for an aggregate value equal to the cash required to enable Bidco tofund the consideration payable under the Cash Offer.

Under the Scheme, eligible PureCircle Shareholders who validly accept the Share Alternativewill be issued up to 111,874,671 Bidco B Shares which will represent approximately 60 percent. of the total number of Bidco Shares in issue as at the time that the Scheme becomesEffective.

Immediately after the Scheme becomes Effective, Bidco will issue 261,643,939 additionalBidco A Shares to Ingredion for a total subscription price of US$130 million in connection withthe Bidco Equity Injection thereby diluting the shareholding of PureCircle Shareholders whovalidly accept the Share Alternative by approximately 58 per cent. This represents an issueprice per new Bidco Share of $0.4969 equivalent to £0.4047 at an exchange rate of 1.2277USD:GBP on the Last Practicable Date. The proceeds of the Bidco Equity Injection will beused by Bidco to subscribe for additional shares for a total subscription price ofUS$130 million pursuant to the subsequent PureCircle Equity Injection, which is due to takeplace shortly after the Bidco Equity Injection. The proceeds of the PureCircle Equity Injectionwill (together with PureCircle’s then existing cash resources) provide PureCircle with cash torepay the Outstanding PureCircle Debt (approximately US$137.9 million as at the LastPracticable Date), with any remaining balance to be used for general working capital purposes.Following the Bidco Equity Injection, Ingredion shall hold approximately 75 per cent. of thetotal number of Bidco Shares in issue, with PureCircle Shareholders who validly accept theShare Alternative holding the remainder. The effect of the Bidco Equity Injection will be thateach PureCircle Shareholder who has elected for the Share Alternative will suffer animmediate dilution of approximately 58 per cent. and the overall percentage of Bidco Shareswhich the PureCircle Shareholders hold in Bidco will decrease from approximately 60 per centto approximately 25 per cent. The PureCircle Shareholders who validly elected for the ShareAlternative (the “Minority Investors”) will hold a minority interest in Bidco.

The Bidco B Shares issued to the Minority Investors will be credited as fully paid and rankequally economically with the Bidco A Shares issued to Ingredion upon incorporation (and tobe issued to Ingredion following the Bidco Equity Injection) as regarding any distributions,dividends, buy-back, any other capital redemption or other returns of income or capital madeby Bidco.

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As described below, the Minority Investors should note that additional shares, loan notes orother securities may be issued by Bidco from time to time following the Effective Date. If theMinority Investors are not able or do not choose to participate in any such issue, so that theirpercentage interests in Bidco may be diluted over time, potentially significantly.

4. Economic RightsThe economic rights described below are subject to the risks also described below and inAppendix III of this document (for example that (i) the Bidco Shares will be unquoted andthere is no current expectation that they will be listed; (ii) the value of the Bidco Shares will beuncertain; and (iii) the Bidco Group will be controlled by Ingredion, and the Minority Investorswill have limited influence over decisions made by Bidco in relation to its investment inPureCircle).

From the Effective Date, Bidco’s share capital will comprise Bidco A Shares and BidcoB Shares. Both classes of share will rank pari passu on the winding-up of Bidco.

All of the Bidco Shares will have equal rights to dividends. The Bidco Shareholders willprocure that, subject to the requirements of the UK Companies Act 2006 and after making allnecessary, reasonable and prudent provisions and reserves for the requirements of thebusiness plan of Bidco (including taxation and the servicing and repayment of borrowings),and unless otherwise agreed in writing by the Bidco Shareholders, for each financial yearending after the first anniversary of the Effective Date, Bidco distributes at least 60 per cent. ofits profits as shown by Bidco’s audited accounts, by way of dividend, share buy-back or capitalreduction.

5. Voting RightsOn the Effective Date, Ingredion will be issued Bidco A Shares and the Minority Investors willbe issued with Bidco B Shares. All Bidco Shares will rank pari passu with equal voting rights.

The Minority Investors will be prohibited from entering into arrangements between themselvesthat give power to one Minority Investor to determine how the others should vote or how todirect the Minority Investor Director to vote.

The quorum for a general meeting of the Bidco Shareholders will not be met unless theMinority Investors are represented (subject to the provision that if the Minority Investors fail toattend two consecutive duly called general meetings, the second duly called general meetingwill be quorate without the presence of a Minority Investor).

6. Transfers of Bidco SharesBidco Shareholders will be permitted to freely transfer shares to a member of their group, or inthe case of individuals, certain family members.

Should a Minority Investor wish to transfer some or all of their Bidco Shares to a third partybuyer, they will be able to do so subject to: (i) Ingredion having a right of pre-emption topurchase the Bidco Shares on offer; and (ii) thereafter, each other Minority Investor having aright to purchase, pro rata, their proportion of the remaining Bidco Shares on offer. If bothIngredion and the other Minority Investors decline their rights of pre-emption, the seller maysell their shares to the third party buyer, subject to the third party buyer executing a deed ofadherence to the Shareholders’ Agreement.

Ingredion will have the right to sell its Bidco Shares to a third party, subject to the tag-alongrights described below.

7. Issue of securities by BidcoAny change in the issued share capital of Bidco is a shareholder reserved matter.

If Bidco proposes to allot new shares, it may only do so if provided for in the business planthat has been approved by the Bidco Board, and Bidco shall be required to give each BidcoShareholder the opportunity to subscribe, on the same terms, for their pro rata proportion of

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the securities to be allotted. Any excess securities which have been declined by any BidcoShareholder will be offered to any other Shareholders who have committed to subscribe forthe full amount of their entitlement to Bidco securities.

8. Board RepresentationIngredion will have the right to appoint up to four directors to the Bidco Board (each a“Majority Investor Director” and collectively the “Majority Investor Directors”). Theappointment of a Majority Investor Director will be subject to the Minority Investors’ right(acting through the Minority Investors Representative, as defined below) to object, on a singleoccasion, to a proposed Majority Investor Director. The Minority Investors will have no furtherright of objection to an alternative nominee proposed by Ingredion, so long as that personmeets certain minimum criteria.

For so long as the Minority Investors own, in aggregate, 15 per cent or more of the BidcoShares, they will have the right to appoint and maintain in office one director (the “MinorityInvestor Director”). The appointment of a Minority Investor Director will be subject to thesame right for Ingredion to object to a proposed Minority Investor Director. Should the MinorityInvestors’ share, in aggregate, of the Bidco Shares fall below 15 per cent, the MinorityInvestors shall effect the removal of the Minority Investor Director within ten Business Days(with the right to then appoint an observer to the Bidco Board for so long as the MinorityInvestors own, in aggregate, at least 10 per cent of the Bidco Shares).

Bidco will have no other directors than those described in the preceding paragraphs, save thateach Bidco Director will be entitled to appoint an alternate to act on his or her behalf.

Board meetings will be required to be held at least four times a year. Matters arising at aboard meeting will be resolved by a simple of majority of votes. Where a Minority InvestorDirector has been appointed and the business of the meeting includes the consideration of amatter reserved to the Bidco Board, the quorum will not be met unless the Minority InvestorDirector is present (although reserved matters can be approved without the requirement forapproval from the Minority Investor Director). The chairman will be appointed by Ingredion fromtime to time, but will not have a casting vote.

Bidco, as sole shareholder of PureCircle, will procure that Ingredion and the Minority Investorsare entitled to appoint and remove directors of PureCircle on the same basis as they areentitledto appoint or remove directors from the Board of directors of Bidco.

9. ManagementIngredion will appoint the CEO of Bidco. This is subject to the Minority Investors’ right, so longas they hold 15 per cent. or more of the Investor Shares, to provide (through the MinorityInvestors Representative, as defined below) written comments on the job specifications for theCEO, which Ingredion may, acting reasonably, choose whether to adopt. Ingredion maypropose a Majority Investor Director to be CEO of Bidco. Such proposal will be subject to thesame director nominee objection right described above.

Ingredion will appoint the CFO of Bidco at its sole discretion. The CFO may be a MajorityInvestor Director and the Minority Investors have no right of objection to the appointment of theCFO as a Majority Investor Director.

Ingredion and the Minority Investors will be entitled to appoint to, and remove from, the boardof directors of each Bidco subsidiary, directors and the chairman on the same basis as it mayappoint or remove directors and the chairman of Bidco’s Board.

10. Reserved MattersCertain matters will be reserved for the approval of the Bidco Board. These decisions includethose: (i) relating to the business plan of Bidco; (ii) relating to the accounts and finances ofBidco; (iii) relating to Bidco entering into any material transactions between certain amounts;(iv) relating to certain key commercial decisions; and, (v) relating to the remuneration packagefor the CEO and CFO.

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For so long as the Minority Investors own, in aggregate, 15 per cent. or more of the BidcoShares, certain matters are reserved matters which, unless otherwise provided for in theShareholders’ Agreement or an approved business plan, will only take place if not vetoed byMinority Investors holding, in aggregate, at least 75% of the Bidco B Shares in issue at suchtime. These decisions include those: (i) relating to amendments to the Bidco Articles whichwould adversely impact upon the rights and obligations of the Minority Investors, oramendments to Bidco’s share capital; (ii) relating to Bidco entering into certain materialtransactions which are financially in excess of those material transactions reserved for boardapproval; (iii) relating to incentive or benefit schemes for Bidco’s employees; and, (iv) relatingto any insolvency proceedings.

The Minority Investors are not permitted to enter into voting arrangements with any otherShareholder to vote in a particular way in respect of any matter set out in the Shareholders’Agreement.

11. Conflict between Bidco’s articles of association and the Shareholders’ AgreementIn case of a conflict between the Shareholders’ Agreement and the Bidco Articles, theprovisions of the Shareholders’ Agreement will prevail.

12. Information RightsAll Bidco Shareholders will be entitled to customary information rights, as further described inthe Shareholders’ Agreement, including a right to financial information and a right to requestcopies.

13. Exit ArrangementsAnnually with effect in 2022 and for three consecutive years thereafter, Ingredion will notify theMinority Investors of the number of the Bidco Shares it is willing to purchase that year, whichwill be equal to at least 6.25 per cent. of the total issued Bidco Shares (as at the EffectiveDate). Ingredion will (unless such number of Bidco B Shares has, in the same year (in respectof each of the three consecutive years commencing 2022) been put on Ingredion inaccordance with the put option described further below (Put and Call Rights)) be obliged tooffer to buy such Bidco Shares in accordance with the fair price mechanism set out in theShareholders’ Agreement (which shall be the fair price as assessed by Ingredion unless aMinority Investor refers determination of the fair price to an independent valuer who will berequired to apply the valuation methodology specified in the Shareholders’ Agreement). EachMinority Investor will have the right to sell its pro-rata percentage of this number of BidcoShares to Ingredion at the fair price.

If a Minority Investor declines Ingredion’s offer, such Minority Investor will be entitled to sell,within 6 weeks, their pro-rata percentage of the number of Bidco Shares that Ingredion offeredto buy to a bona fide third party purchaser for not less than the fair price. The MinorityInvestor will be required to procure that any such third party purchaser signs a deed ofadherence to the Shareholders’ Agreement.

Bidco will not be permitted to undertake an IPO without Ingredion’s consent. However, so longas the Minority Investors own, in aggregate, 15 per cent. or more of the Bidco Shares, theMinority Investors will have the right to be consulted on any proposed IPO.

If a Minority Investor suffers a change of control that results in it becoming controlled by acompetitor of Bidco, the relevant Minority Investor shall be deemed to have served a transfernotice in favour of Ingredion to sell such Minority Investor’s Bidco B Shares at their fair price(as determined by an independent valuer applying the valuation methodology specified in theShareholders’ Agreement).

14. Drag-Along and Tag-AlongIf Ingredion agrees to sell its entire holding of Bidco Shares (save in the case of a permittedtransfer to another member of its group), it will notify the Minority Investors. The MinorityInvestors will have a right to tag-along their Bidco B Shares to any such sale. If the MinorityInvestors exercise their tag-along rights, Ingredion must not complete the sale unless itensures that the buyer offers to buy all the Bidco B Shares held by each of the Minority

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Investors on the same terms as it is acquiring Ingredion’s Bidco A Shares (save that onlycustomary warranties as to unencumbered ownership and authority and capacity will berequired to be given by a Minority Investor).

If Ingredion notifies the Minority Investors of its intention to sell its entire holding of BidcoShares, and the Minority Investors decline, or are deemed to have declined, to exercise theirtag-along right, then Ingredion will be entitled to exercise a drag-along right to require theMinority Investors sell their Bidco Shares to the buyer on the same terms as Ingredion (savein respect of the warranties to be given, as outlined above).

15. Put and Call RightsFor three consecutive years commencing in 2022, the Minority Investors have a put option torequire Ingredion to purchase, in aggregate, 6.25 per cent. of the issued Bidco Shares (as atthe Effective Date) and an ability to put any remaining Bidco B Shares in the yearcommencing 2025.

After the fifth anniversary of the Effective Date, Ingredion will be able to exercise a call optionto require each Minority Investor to sell any Bidco Shares that the Minority Investor still owns.Further, Ingredion has the right, for four consecutive years commencing 2022, to offer to buy,in aggregate, 6.25 per cent. of the issued Bidco Shares (as at the Effective Date). Ingredion isnot obliged, however, in each of the three consecutive years commencing 2022, to acquiremore than 6.25 per cent. of the issued Bidco Shares (as at the Effective Date) across both theput option and the offer to buy. Accordingly, unless Ingredion agrees to do so, the maximumnumber of Bidco B Shares as it will be obliged to acquire in aggregate under the put optionand under the offer to buy in each of the three consecutive years commencing 2022 will beequal to 6.25 per cent. of the issued Bidco Shares (as at the Effective Date).

The Minority Investor’s Shares shall be acquired under the put option and/or the call option inaccordance with the fair price mechanism set out in the Shareholders’ Agreement (which shallbe the fair price as assessed by Ingredion unless a Minority Investor refers determination ofthe fair price to an independent valuer who will be required to apply the valuation methodologyspecified in the Shareholders’ Agreement).

16. Minority Investor RepresentativeConsents or approvals to be given by the Minority Investors under the Shareholders’Agreement are to be given by a representative of the Minority Investors (the “MinorityInvestors Representative”). The Minority Investors Representative will be appointed, andreplaced, by decision taken by the Minority Investors representing two-thirds of the BidcoB Shares.

17. Governing Law and JurisdictionThe Shareholders’ Agreement and any non-contractual obligations arising out of or inconnection with it shall be governed by English law. The courts of England have exclusivejurisdiction to settle any dispute which may arise out of or in connection with the Shareholders’Agreement and accordingly any proceedings arising out of or in connection with theShareholders’ Agreement shall be brought in such courts.

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APPENDIX III

RISK FACTORS IN RELATION TO THE BIDCO SHARES

The attention of eligible PureCircle Shareholders who may be considering electing for the ShareAlternative is drawn to certain risk factors and other investment considerations relevant to such anelection. These include, inter alia, the following:

* the Bidco Shares are unquoted and there is no current expectation that they will be listed oradmitted to trading on any exchange or market for the trading of securities;

* as a result of the lack of a trading market for the Bidco Shares, their value will be uncertainand shareholders will have no assurance as to whether, when or at what price they will beable to sell their shares other than the exit provisions set out in the Shareholders’ Agreement.In addition, the Shareholders’ Agreement amongst Ingredion and the minority shareholders inBidco will impose significant restrictions on transfers of the Bidco Shares;

* dividend payments in respect of the Bidco Shares will not be guaranteed or secured;

* upon the Scheme becoming Effective, the Bidco Group will be controlled by Ingredion;

* accordingly, the Bidco Shares will represent a minority interest in Bidco and PureCircleShareholders electing for the Share Alternative will have limited influence over decisions madeby Bidco in relation to its investment in PureCircle;

* the holders of the Bidco Shares will not be afforded the same level of protections anddisclosure of information that they currently benefit from as PureCircle Shareholders, as Bidcowill not be subject to the disclosure, corporate governance and shareholder protectionrequirements of any recognised exchange; and

* further issues of securities by the Bidco Group may occur in the event that Ingredion intendsto seek to expand the business or secure future funding. To the extent that holders of BidcoShares are unable or do not choose to participate in future issues of securities by Bidco, theymay suffer dilution, not only in their percentage ownership of Bidco, but also in the value oftheir Bidco Shares, since such further issues may reduce any net return derived by the BidcoShares when compared to any such net return that might otherwise have been derived hadthe Bidco Group not issued those securities. This dilution and reduction may be significant.

The rights of the Bidco Shares will be governed by the Bidco Articles and the Shareholders’Agreement, the principal terms of which have been summarised in Appendix II of this document,including:

* that any Bidco Shareholder may freely transfer their Bidco Shares to a member of their groupor certain permitted family members, but may otherwise only transfer their Bidco Sharessubject to a right of pre-emption in favour of Ingredion and, in respect of any remaining sharesthereafter, to the other Bidco Shareholders and a requirement that any third party purchasersign a deed of adherence to the Shareholders’ Agreement;

* tag-along rights for the Minority Investors, and drag-along rights for Ingredion, in circumstanceswhere Ingredion is selling its entire holding of Bidco Shares; and

* a put option in favour of the Minority Investors, in respect of, in aggregate, 6.25 per cent. ofthe issued Bidco Shares (as at the Effective Date) for three consecutive years commencing2022, and an ability to put any remaining Bidco B Shares during the year commencing 2025.In addition, there is a call option in favour of Ingredion, which can be exercised from the fifthanniversary of the Effective Date. Further, Ingredion has the right, for four consecutive yearscommencing 2022, to offer to buy, in aggregate, 6.25 per cent. of the issued Bidco Shares (asat the Effective Date). Ingredion is not obliged, however, in each of the three consecutiveyears commencing 2022, to acquire more than 6.25 per cent. of the issued Bidco Shares (asat the Effective Date) across both the put option and the offer to buy. Accordingly, unlessIngredion agrees to do so, the maximum number of Bidco B Shares it will be obliged toacquire in aggregate under the put option and under the offer to buy in each of the threeconsecutive years commencing 2022 will be equal to 6.25 per cent. of the issued BidcoShares (as at the Effective Date).

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APPENDIX IV

PROCEDURE FOR ELECTING FOR THE SHARE ALTERNATIVE

1. Summary InstructionsIf you are eligible and wish to elect for the Share Alternative:

* if you hold your Scheme Shares in certificated form, you must (i) complete the PINK Form ofElection in respect of all, but not some only, of your Scheme Shares in accordance with theinstructions printed on such form and return it (along with your share certificate(s) (ifapplicable)) by post or by courier to Computershare, Corporate Actions Projects,Bristol BS99 6AH, United Kingdom; or

* if you hold your Scheme Shares in CREST, you should submit an Electronic Election (via TTEinstruction) in respect of all but not some only of your Scheme Shares,

in each case by the Election Return Time.


Please telephone Computershare via the Shareholder Helpline on +44 (0) 370 707 4040 if youneed further copies of the Form of Election or if you have any questions relating to the Form ofElection or the Electronic Election.

Full instructions on electing for the Share Alternative are set out below.

2. Overseas ShareholdersThe availability of Bidco B Shares to persons who are not resident in the United Kingdom may beaffected by the laws of relevant jurisdictions. Persons who are not so resident should informthemselves about and observe any applicable requirements in those jurisdictions. It is theresponsibility of each such person to satisfy himself or herself as to the full observance of the lawsof the relevant jurisdictions in connection with the Acquisition, including the obtaining of anygovernmental, exchange control or other consents which may be required, compliance with othernecessary formalities which are required to be observed and the payment of any issue, transfer orother taxes due in such jurisdiction. If you are in any doubt about your position, you should consultyour professional adviser in the relevant territory.

Restricted Overseas Shareholders are only eligible to receive the Cash Offer and are noteligible to elect for the Share Alternative.

If the issue of Bidco B Shares to any Scheme Shareholder would or may infringe the laws of anyjurisdiction outside the United Kingdom or necessitate compliance with any registration or otherspecial requirement, the Scheme provides that such Bidco B Shares will not be issued to therelevant Scheme Shareholder unless Bidco agrees.

3. The Share AlternativeUnder the Share Alternative, eligible PureCircle Shareholders may elect, in respect of all, but notsome only, of their PureCircle Shares, to receive:


in lieu of the full Cash Consideration to which they would otherwise be entitled under theAcquisition (subject to scaling back in accordance with the terms of the Share Alternative) andsubject to the terms and conditions of the Share Alternative.

Given that the Share Alternative is limited to a maximum of 111,874,671 Bidco B Shares, andPureCircle Shareholders and Directors have irrevocably undertaken to elect for the Share Alternativetotalling 125,106,255 PureCircle Shares, the availability of the Share Alternative will be subject topro rating and PureCircle Shareholders electing for the Share Alternative will receive a mix of cashand Bidco B Shares under the Acquisition, with the split dependent on the level of elections fromother PureCircle Shareholders electing for the Share Alternative.

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The issue of any Bidco B Shares pursuant to the Share Alternative will be subject to the Conditionsand further terms set out in Appendix I of this document. Further details of the rights of the BidcoShares are set out in Appendix II of this document and various risk factors relating to the BidcoShares are set out in Appendix III of this document.

In particular, PureCircle Shareholders who elect for the Share Alternative will be required, pursuantto a power of attorney granted by them pursuant to the Scheme, to adhere to the Shareholders’Agreement relating to Bidco as a condition of such election.

Procedure for electing the Share Alternativea. To elect for the Share Alternative in respect of all of your Scheme Shares held in certificated

formYou must complete and return a PINK Form of Election in accordance with the instructionsprinted on such form along with your corresponding share certificate(s) (if applicable). If youhave more than one holding of Scheme Shares in respect of which you wish to elect for theShare Alternative, you are required to complete a separate Form of Election for each holdingof such Scheme Shares. In particular, you must:

* check that the details set out at the top of page 3 of the Form of Election are correct;

* tick Box 2 if you wish to elect for the Share Alternative;

* complete Box 3 as described further below;

* fill in Box 4, if appropriate; and

* only if you have lost any of your share certificate(s) and/or other document(s) of title,complete and sign the deed of indemnity on page 5 of the Form of Election.

You cannot elect for Bidco B Shares for some but not all of your Scheme Shares but you maymake different elections for portions of your holding which are recorded with separatedesignations in the register of members of PureCircle.

You must (if you are an individual) sign Box 3 of the Form of Election in the presence of anindependent witness, who should also sign in accordance with the instructions which appearalongside that Box. A company incorporated in the United Kingdom may affix its common sealin Box 3 in accordance with the requirements of its articles of association or, as appropriate,execute the Form of Election acting by a director in the presence of a witness or by twodirectors or a director and its company secretary. A company incorporated outside the UnitedKingdom may execute the Form of Election by the signature of any person duly authorised,who signs in accordance with the requirements of its constitution and the laws of the territoryin which the relevant company is incorporated. In all cases where a company executes theForm of Election, the name of the company must be inserted next to the signature. If you holdScheme Shares jointly, all joint holders must sign in Box 3. Each signature of an individualshould be independently witnessed.

If you have lost any of your share certificate(s) and/or other document(s) of title, you mustcomplete and execute the deed of indemnity on page 5 of the Form of Election. You must signthe deed of indemnity in the presence of an independent witness, who should also sign inaccordance with the instructions on page 5 of the Form of Election. A company incorporatedin the United Kingdom may affix its common seal in on page 5 of the Form of Election inaccordance with the requirements of its articles of association or, as appropriate, execute thedeed of indemnity acting by a director in the presence of a witness or by two directors or adirector and its company secretary. A company incorporated outside the United Kingdom mayexecute the deed of indemnity by the signature of any person duly authorised, who signs inaccordance with the requirements of its constitution and the laws of the territory in which therelevant company is incorporated. In all cases where a company executes the deed ofindemnity, the name of the company must be inserted next to the signature. If you holdScheme Shares jointly, all joint holders must sign in deed of indemnity. Each signature of anindividual should be independently witnessed.

A completed Form of Election (together with your share certificate(s) and/or other document(s)of title or a signed deed of indemnity (on page 5 of the Form of Election) in respect of lostshare certificates, if any) should be returned, signed and witnessed in accordance with the

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instructions printed thereon, by post or by courier to Computershare, Corporate ActionsProjects, Bristol BS99 6AH, United Kingdom to be received by the Election Return Time at thelatest. No acknowledgement of receipt of documents will be given.

If any Form of Election is received after the Election Return Time or is received beforethe Election Return Time but is not valid or complete in all respects as at the ElectionReturn Time, such election shall, unless PureCircle and Bidco determine otherwise, bevoid and the person purporting to make such election shall not, for any purpose, beentitled to receive any Bidco B Shares under the Share Alternative, but will insteadreceive the Cash Offer pursuant to the Scheme.

You may revoke an election for the Share Alternative by notice in writing in accordance withparagraph 4.9 below.

b. To elect for the Share Alternative in respect of all of your Scheme Shares held inuncertificated form.If you are a CREST personal member, you should refer to your CREST sponsor before takingany action. Your CREST sponsor will be able to confirm details of your participant ID and themember account ID under which your Scheme Shares are held. In addition, only your CRESTsponsor will be able to send the Electronic Election to Euroclear in relation to your SchemeShares.

You should send (or, if you are a CREST personal member, procure that your CREST sponsorsends) an Electronic Election (by means of a TTE instruction) to Euroclear, which must beproperly authenticated in accordance with Euroclear’s specifications and which must contain, inaddition to the other information that is required for a TTE instruction to settle in CREST, thefollowing details:

(i) the number of Scheme Shares in respect of which you are making an Electronic Electionbeing all but not some only, of your Scheme Shares (such Scheme Shares to betransferred to an escrow balance);

(ii) your member account ID;

(iii) your participant ID;

(iv) the participant ID of, Computershare, in its capacity as a CREST Receiving Agent (this is“3RA42”);

(v) the relevant member account ID of the escrow agent, Computershare, in its capacity as aCREST Receiving Agent (this is “PURECC01” for the Share Alternative)

(vi) the ISIN of the relevant Scheme Shares (this is “BMG7300G1096”);

(vii) the intended settlement date (this should be as soon as possible and in any event by theElection Return Time);

(viii) the corporate action number for the transaction: this is allocated by Euroclear and can befound by viewing the relevant corporate action details onscreen in CREST;

(ix) a CREST standard delivery instructions priority of 80; and

(x) a contact name and telephone number (inserted in the shared note field of the TTEinstruction).

After making the Electronic Election, you will not be able to access the Scheme Sharesconcerned in CREST for any transaction or for charging purposes. If the Scheme isimplemented in accordance with its terms, the Receiving Agent will arrange for the cancellationof the relevant Scheme Shares. You are recommended to refer to the CREST Manualpublished by Euroclear for further information on the CREST procedure outlined above.

An election for the Share Alternative is revocable until the Election Return Time. If you havesubmitted an Electronic Election you may withdraw your Electronic Election through CREST bysending (or, if you are a CREST sponsored member, procuring that your CREST sponsorsends) an ESA instruction to settle in CREST by no later than 1.00 p.m. on the Business Dayprior to the Election Return Time in relation to each Electronic Election to be withdrawn. EachESA instruction must, in order for it to be valid and to settle, include the following details:

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(i) the number of Scheme Shares to be withdrawn (being all but not some of your SchemeShares);

(ii) the ISIN number of the Scheme Shares, which is “BMG7300G1096”;

(iii) your member account ID;

(iv) your participant ID;

(v) the participant ID of the escrow agent, Computershare, in its capacity as a CRESTReceiving Agent (this is “3RA42”);

(vi) the relevant member account ID of the escrow agent, Computershare, in its capacity as aCREST Receiving Agent included in the relevant Electronic Election (this is “PURECC01”for the Share Alternative);

(vii) the CREST transaction ID of the Electronic Election to be withdrawn;

(viii) the intended settlement date for the withdrawal;

(ix) the corporate action number for the transaction: this is allocated by Euroclear and can befound by viewing the relevant corporate action details onscreen in CREST; and

(x) a CREST standard delivery instructions priority of 80.

Any such withdrawal will be conditional upon Computershare verifying that the withdrawalrequest is validly made. Accordingly, Computershare will, on behalf of PureCircle and Bidco,reject or accept the withdrawal by transmitting in CREST a “receiving agent reject” or“receiving agent accept” message.

Alternatively, you may revoke an election for the Share Alternative by notice in writing inaccordance with paragraph 4.9 below.

c. Nominee Shareholder elections for the Share AlternativeNominee and similar holders of Scheme Shares are responsible for ensuring that electionsmade by them for the Share Alternative are consistent with the instructions they have receivedfrom the relevant underlying indirect owner and are validly completed. None of PureCircle,Bidco or Computershare shall:

(i) have any obligation to verify that an election made by a nominee or similar holder ofScheme Shares for the Share Alternative is consistent with the instructions given by theunderlying indirect owner or is validly completed by the nominee or similar holder; or

(ii) have any liability to nominee or similar holders of Scheme Shares or any underlyingindirect owner in the event that an election by any such nominee or similar holder for theShare Alternative is rejected or treated as invalid, or is not made in accordance with theinstructions received from the relevant underlying indirect owner.

Any indirect holder of Scheme Shares held through a nominee or similar arrangement, eitherin uncertificated form through CREST or in certificated form, who wishes to elect for the ShareAlternative may first need to arrange with such nominee for the transfer of such SchemeShares into its own name and then make an election for the Share Alternative.

d. Shareholder HelplineIf you have any questions relating to the completion and return of the Form of Election or theElectronic Election, please call the Shareholder Helpline on +44 (0) 370 707 4040 which ischarged at the standard geographic rate and will vary by provider.

Lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (excluding publicholidays in the UK). Calls may be recorded and monitored for security and training purposes.The operators of the Shareholder Helpline cannot provide advice on the Acquisition or giveany financial, tax, investment or legal advice.

4. Other terms relating to the Share Alternative4.1 Each Scheme Shareholder by whom, or on whose behalf, either a Form of Election is

executed and timely lodged by post or courier with Computershare, or an Electronic Election isvalidly submitted to Euroclear, irrevocably undertakes, represents, warrants and agrees to and

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with Bidco and Computershare (so as to bind him/her/it and his/her/its heirs, successors andassigns) to the effect that the execution of the Form of Election, or submission of an ElectronicElection to Euroclear (as applicable) will, conditionally on (and with effect from) the Schemebecoming Effective, constitute:

a. the irrevocable appointment of PureCircle and/or Bidco and/or any one or more of theirrespective directors as his/her/its agent and/or attorney to execute and deliver, on behalfof such Scheme Shareholder, as a deed, a deed of adherence by such SchemeShareholder to the Shareholders’ Agreement in accordance with clause 7 of the Scheme;and

b. a representation and warranty to Bidco that he/she/it is not a Restricted OverseasShareholder or otherwise prohibited by law from electing to receive the Share Alternative(as applicable).

4.2 Without prejudice to any other provisions of this Appendix IV Bidco reserves the right (subjectto the terms of the Acquisition and the provisions of the Implementation Agreement) to treat asvalid in whole or in part any election (made by means of a Form of Election or ElectronicElection) for the Share Alternative which is not entirely in order. Unless Bidco otherwise elects,no Bidco B Shares will be issued in respect of any such election under the Share Alternativeuntil after the relevant share certificate(s) and/or other document(s) of title or indemnitiessatisfactory to Bidco have been received.

4.3 All elections for the Share Alternative by way of Form of Election or Electronic Election (asapplicable) and all elections thereunder, all actions taken or made or deemed to be taken ormade pursuant to the terms of this Appendix IV and the relationship between a SchemeShareholder and Bidco or Computershare will be governed by the laws of England and Wales.Execution of a Form of Election or submission of an Electronic Election (as applicable) by oron behalf of a Scheme Shareholder will constitute his/her/its agreement that the courts ofEngland and Wales are (subject to paragraph 4.4 of this Appendix IV) to have exclusivejurisdiction to settle any dispute which may arise in connection with the creation, validity, effect,interpretation or performance of the legal relationships established by the election for theShare Alternative or otherwise arising in connection with the Acquisition and such election (but,for the avoidance of doubt, not in respect of the Bidco Shares themselves), and for suchpurposes that he/she/it irrevocably submits to the exclusive jurisdiction of the courts of Englandand Wales.

4.4 The execution of a Form of Election or submission of an Electronic Election (as applicable) byor on behalf of a Scheme Shareholder will constitute his/her/its agreement that the provisionset out in paragraph 4.3 of this Appendix IV is included for the benefit of Bidco, PureCircle,Computershare and their respective agents and accordingly, notwithstanding the exclusiveagreement in paragraph 4.3 of this Appendix IV each of Bidco, PureCircle, Computershare andtheir respective agents shall retain the right to, and may in their absolute discretion, bringproceedings in the courts of any other country which may have jurisdiction and that theelecting Scheme Shareholder irrevocably submits to the jurisdiction of the courts of any suchcountry.

4.5 All powers of attorney, appointments as agent and authorities on the terms conferred by orreferred to in this document or in the Form of Election or Electronic Election are given by wayof security for the performance of the obligations of the Scheme Shareholder concerned andare irrevocable (in accordance with section 4 of the Powers of Attorney Act 1971), except asrequired by law.

4.6 No acknowledgement of receipt of any Form of Election, Electronic Election, communication,notice, indemnity, share certificate or other document of title will be given by or on behalf ofBidco or Computershare.

4.7 All communications, notices, certificates, documents of title, indemnities and remittances to bedelivered by or sent to, from or on behalf of any Scheme Shareholders (or their designatedagents) will be delivered by or sent to or from them (or their designated agents) at their ownrisk. No such document will be sent to an address in any Restricted Jurisdiction.

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4.8 Bidco and its agents reserve the right to notify any matter to any SchemeShareholder: (a) with a registered address outside the UK; or (b) whom Bidco or its agentknows to be a nominee, trustee or custodian for a beneficial owner of Scheme Shares with aregistered address outside the UK, by announcement in the UK or paid advertisement in anydaily newspaper published and circulated in the UK or any part thereof, in which case suchnotice shall be deemed to have been sufficiently given notwithstanding any failure by anyScheme Shareholder to receive or see such notice. All references in this document to noticein writing, or the provision of information in writing, by or on behalf of Bidco or its agents shallbe construed accordingly.

4.9 Any Scheme Shareholder who has validly elected for the Share Alternative may, by writtennotice to Computershare, cancel their election for the Share Alternative, provided that suchnotice is received by Computershare by 1.00 p.m. (London time) on the Business Day prior tothe Election Return Time. Consequently, if any election for the Share Alternative is socancelled, Computershare will (in relation to the Scheme Shares in respect of which theelection was made) immediately after the date on which Computershare notifies the relevantScheme Shareholder that their election for the Share Alternative has been cancelled (notexceeding 14 days from the date on which such notification is made) return share certificatesand other documents of title relating to such Scheme Shares by post or by courier. Alldocuments sent to Scheme Shareholders or their appointed agents in these circumstances willbe at their own risk.

4.10 If you hold your Scheme Shares in certificated form and the Scheme does not becomeEffective in accordance with its terms, all documents of title lodged pursuant to the Schemewill be returned by post or by courier within 14 days of the Scheme lapsing, at the risk ofScheme Shareholders. If you hold your Scheme Shares in uncertificated form and the Schemedoes not become Effective in accordance with its terms, Computershare as the ReceivingAgent will transfer back to you all of your Scheme Shares that were transferred to theReceiving Agent’s nominee account.

4.11 Neither Bidco nor PureCircle nor any of their respective advisers or any person acting on theirbehalf shall have any liability to any person for any loss or alleged loss arising from anydecision as to the treatment of elections under the Share Alternative on any of the bases setout in this Appendix IV or otherwise in connection therewith.

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APPENDIX V

RULE 24.11 ESTIMATE OF VALUE LETTER

The following is the full text of a letter from Citigroup Global Markets Limitedto Ingredion SRSS Holdings Limited

The DirectorsIngredion SRSS Holdings LimitedIngredion House ManchesterGreen, 339 Styal RoadManchesterM22 5LWUnited Kingdom

12 May 2020

Recommended cash Acquisition of PureCircle Limited (“PureCircle”)by Ingredion SRSS Holdings Limited (“Bidco”), a newly formed company

wholly owned by Ingredion Incorporated (“Ingredion”)

Estimate of Value of Bidco B Shares

Dear Sirs,

You have requested our view as to an estimated value of the unlisted ordinary B shares in thecapital of Bidco (“Bidco B Shares”) offered by Bidco for PureCircle Shares (the “Estimate ofValue”).

Under the terms of the Acquisition, for each PureCircle Share held, PureCircle Shareholders will beentitled to receive 100 pence in cash, or elect to receive 1 Bidco B Share in lieu of the CashConsideration to which they would otherwise be entitled (the “Share Alternative”). The ShareAlternative is limited to the issue of Bidco B Shares in consideration for PureCircle Shares whichwill represent in aggregate a maximum of approximately 25 per cent. of Bidco’s issued sharecapital, details of which are further described in the Scheme Document. The Bidco B Shares will beunlisted securities and we understand from Bidco that there are no plans to seek a public quotationon any stock exchange.

Capitalised terms used in this letter will, unless otherwise stated, have the same meaning given tothem in the document of which this letter forms part dated 18 May 2020 (the “SchemeDocument”).

PurposeThe Implementation Agreement, as described in the Scheme Document, records Bidco andPureCircle’s agreement that the Takeover Code does not apply (as a matter of law) and that thePanel does not have jurisdiction over the Acquisition. However, pursuant to the ImplementationAgreement it has been agreed between Bidco and PureCircle that the Acquisition be implementedas if certain rules of the Takeover Code applied and accordingly, that the Scheme Document shallinclude an Estimate of Value for the shares offered as part of the Share Alternative as if Rule 24.11of the Takeover Code applied. Therefore, the Estimate of Value has been provided to Bidco solelyfor the purposes and requirements of Rule 24.11 of the Takeover Code as if it applied to theAcquisition, and shall not be used or relied upon for any other purpose whatsoever. In particular theEstimate of Value is not a valuation that has been prepared as a result of the requirements of, or inaccordance with, nor has Citi had any regard to, the terms of any applicable law or regulations inany other jurisdiction. It is not addressed to, and may not be relied upon by any third party for anypurpose whatsoever and Citi expressly disclaims any duty or liability to any third party with respectto the contents of this letter.

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This letter sets out an Estimate of Value as at the Last Practicable Date before the date ofpublication of the Scheme Document, given a willing vendor and purchaser with equal bargainingpower, each of whom is acting for self-interest and gain, dealing on an arm’s length basis, and bothof whom are equally well informed about all relevant information. We have assumed for this purposethat, at the date of the Estimate of Value, the Scheme has become Effective in accordance with itsterms. This Estimate of Value does not represent the value that a holder of a Bidco B Share mayrealise on any future sale of a Bidco B Share; such a value may be higher or lower than the figurein this letter. Citi assumes no obligation to update or revise this Estimate of Value based uponcircumstances or events occurring after the date hereof.

PureCircle Shareholders who may be considering a continuing investment in the future of Bidcothrough the Bidco B Shares should read carefully all the information relating to the Share Alternativeand the Bidco B Shares contained in the Scheme Document, including, without limitation, thesection headed “Risk factors in relation to the Bidco B Shares” contained in Appendix III of theScheme Document. PureCircle Shareholders may also note that the PureCircle Directors are onlymaking a recommendation in respect of the Cash Offer and are not making any recommendation inrespect of the Share Alternative.

InformationIn arriving at our Estimate of Value, we have, among other things:

a) reviewed and considered certain publicly available financial statements and other business andfinancial information relating to PureCircle, including the trading update contained in theScheme Document;

b) reviewed and considered certain financial projections prepared by the management ofIngredion in relation to the business, operations, financial condition and prospects of Bidco(including PureCircle);

c) held discussions with certain management of Ingredion, in respect of the past and currentoperations and financial condition and prospects of Bidco (including PureCircle), including theimpact of COVID-19 on production and supply, and the challenges associated with thesuspension of PureCircle’s shares and investigation in 2019, which have impacted negativelyon both revenue generation and gross margin achievement during the financial year to date;

d) taken into account the terms of the Acquisition and its proposed financing; and,

e) taken into account such other factors and performed such other analyses as we consideredappropriate for the purpose of this letter.

In addition, we have noted the information contained in the Scheme Document in relation to thesummary of the rights attached to the Bidco B Shares under the Shareholders’ Agreement andBidco Articles.

We have relied on, and assumed, without independent verification (nor have we assumedresponsibility or liability for independently verifying), the accuracy and completeness of theinformation considered by us for the purposes of this Estimate of Value. With respect to thefinancial projections reviewed by us, we have assumed that they have been reasonably and properlyprepared by Ingredion on the basis of its current estimates and judgements of the future financialperformance of Bidco (including PureCircle). We express no view as to such analyses, projectionsor forecasts or the assumptions on which they were based.

We have not made any independent valuation or appraisal of the assets and liabilities of Bidco, norhave we sought or been provided with any such valuation or appraisal, nor have we evaluated thesolvency of Bidco (including Ingredion) under any applicable laws relating to bankruptcy, insolvencyor similar matters.

We have assumed for the purposes of this letter that the Bidco B Shares are already in issue, thatthe Acquisition has become Effective in accordance with its terms, that the conditions to the issueand allotment of Bidco B Shares under the Share Alternative have been satisfied.

If any of the information or assumptions relied upon prove to be incorrect, the actual value of aBidco B Share may be different from, including potentially considerably less than or more than, theEstimate of Value. Our view as expressed in this letter is necessarily based on economic, marketand other conditions, the prospects of Bidco and other factors which generally influence the

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valuation of companies and securities, in each case as they exist at the date hereof and on theinformation made available to us as of the date of this letter. It should be understood thatsubsequent developments may affect the views provided in this letter and that we assume noobligation to update, revise or reaffirm the views expressed in this letter.

In performing this analysis, Citi has relied upon numerous assumptions provided by Ingredion withrespect to future industry performance and general business, economic and market conditions,many of which are beyond the control of Ingredion and Bidco.

Consequently, the view expressed in this letter is not necessarily indicative of the price at which aBidco B Share might actually trade in any public market at any future date or the amount whichmight be realised upon a potential sale of a Bidco B Share to a third party. This Estimate of Valuemay differ substantially from estimates available from other sources. In addition, our view would beexpected to fluctuate with changes in prevailing market conditions, the financial conditions andprospects of PureCircle, including the unknown and uncertain impact of COVID-19, and otherfactors which generally influence the valuation of companies and securities.

MethodologyCiti has used a range of widely accepted valuation methods including, inter alia, comparablecompany trading multiples, comparable precedent transaction multiples and discounted cashflowanalysis based on the financial projections for the business prepared by Bidco and reflecting theproposed financing structure.

Based on the methodologies described herein, we have produced an estimated value of each BidcoB Share being issued as consideration for each PureCircle Share and have taken into account theinformation, factors, assumptions and limitations set out above. For the avoidance of doubt, theEstimate of Value does not relate to the ordinary A shares in the capital of Bidco which are notbeing offered as part of the Share Alternative.

The Estimate of Value is based on theoretical valuation techniques and is sensitive to changes inassumptions about the future financial performance of Bidco. As a result, there can be noassurance that the actual value of a Bidco B Share will not be higher or lower than the Estimate ofValue.

No account has been taken of any potential transaction costs that a holder of a Bidco B Share mayincur, including any associated dealing costs, or any potential costs that may be associated with asale of Bidco to a third party or a liquidation of Bidco and which might be expected to reduce anyreturn to a holder of a Bidco B Share upon the occurrence of such an event.

The valuation of non-publicly traded securities is inherently imprecise and is subject to certainuncertainties and contingencies, all of which are difficult to predict and are beyond our control. As aresult we have attempted to apply a discount to reflect the inherent uncertainty, which include butare not limited to, the following factors:

a) the Bidco B Shares will not be listed on any stock exchange, nor is there any current intentionor expectation for them to be listed or admitted on any exchange or trading facility and theBidco B Shares will therefore be illiquid;

b) the Bidco B Shares will be subject to certain restrictions on transfer which may reduce thelikelihood of a third party offering to purchase Bidco B Shares and therefore holders of BidcoB Shares may not be able to recover the value of their original investment or readily crystalliseany increase in the value of their investment;

c) the Bidco B Shares will be subject to certain put and call options and drag-along andtag-along rights (as more particularly set out in the Scheme Document) and in respect of thedrag-along provisions, PureCircle Shareholders who elect to become holders of BidcoB Shares may therefore be required to sell their Bidco B Shares at any time at a price that isnot negotiated by them;

d) further issues of Bidco B Shares may be necessary and may have a dilutive effect onPureCircle Shareholders who elect to become holders of Bidco B Shares, although suchholders shall have customary pro-rata pre-emption rights on any proposed new issuance ofequity securities as well as certain catch-up rights;

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e) no dividends or other distributions are currently contemplated in respect of the BidcoB Shares;

f) upon the Scheme becoming Effective, Bidco will be controlled by Ingredion, and PureCircleShareholders electing for the Share Alternative will hold, in aggregate, no more than 25 percent. of the Bidco B Shares (prior to any potential dilution of Bidco B Shares, further details ofwhich are set out in the Scheme Document);

g) Bidco is not a company to which the Takeover Code applies and therefore the protections ofthe Takeover Code may not be available to Scheme Shareholders electing for the ShareAlternative; and,

h) the holders of Bidco B Shares will not enjoy minority protection rights save for those reflectedand summarised in Appendix II of the Scheme Document.

The taxation position of individual shareholders will vary and so we have not taken account of theeffects of any taxation exemptions, allowances or reliefs available for the purposes of income,capital gains, inheritance or any other applicable tax, duty or levy, notwithstanding that these maybe significant in the case of some shareholders.

Estimate of ValueOn the basis of and subject to the foregoing, it is our view that if the Bidco B Shares had been inissue as at the Last Practicable Date before the date of publication of the Scheme Document, theestimated value of each Bidco B Share would be within a range of 65 and 90 pence.

Any assessment of the value of the Share Alternative and the Bidco B Shares needs to take intoaccount an individual PureCircle Shareholder’s assessment of an appropriate discount given thefactors outlined above. The Estimate of Value does not incorporate a discount for other structuralfeatures and risk factors pertaining to the Bidco B Shares nor any potential upside fromacquisitions; each PureCircle Shareholder should individually take these factors into account.

GeneralCiti is acting exclusively for Ingredion and Bidco in connection with the Acquisition and no one elsesolely for the purposes of providing this letter. Citi will not be responsible to anyone other thanIngredion and Bidco for providing the protections afforded to the clients of Citi or for giving advicein connection with the Acquisition or any other matter referred to in the Scheme Document or thisletter.

Citi has not provided, nor will it provide, legal, tax, regulatory, accounting, actuarial, environmental,information technology or other specialist advice, and nothing in this letter should be taken to reflectany such advice. In providing this Estimate of Value, Citi expresses no opinion or recommendationto any person as to whether they should vote in favour of the Acquisition or whether they shouldmake any particular elections under the Share Alternative. PureCircle Shareholders should seektheir own independent financial advice. Citi expresses no opinion as to the fairness of the financialterms of the Acquisition.

This letter is not addressed to, or provided on behalf of, nor shall it confer any rights or remediesupon, any shareholder, creditor or any other person other than the Bidco Directors for the aforesaidpurpose. Without prejudice to the generality of the foregoing, this letter does not constitute arecommendation to, or for the benefit of, any Scheme Shareholder as to whether such SchemeShareholder should vote in favour of the Scheme at the Court Meeting or the resolution at theGeneral Meeting in order to give effect to the Acquisition or whether any such Scheme Shareholdershould accept the Cash Offer or make any election pursuant to the Share Alternative. Save for itspublication in the Scheme Document as described below, this letter may not be disclosed, referredto, or communicated (in whole or in part) to any third party for any purpose whatsoever except withour prior written approval in each case.

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This letter may be reproduced in full in the Scheme Document to be sent to Scheme Shareholderson the basis that no duties or responsibilities are accepted by Citi to any person, individually orcollectively, but this letter may not otherwise be published or reproduced publicly in any mannerwithout our prior written approval.

Yours faithfully,

Citigroup Global Markets Limited

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APPENDIX VI

UNITED KINGDOM TAXATION

The following paragraphs, which are intended as a general guide only and not as asubstitute for detailed tax advice, are based on current UK legislation and HMRC’spublished practice as at the date of this document, both of which are subject to change(possibly with retrospective effect). They summarise certain limited aspects of the UKtaxation treatment of Scheme Shareholders as a result of the Scheme becoming Effective.They relate only to the position of Scheme Shareholders who hold their PureCircle Sharesbeneficially as an investment (other than under a SIPP (self-invested personal pension) oran ISA (Individual Savings Account)) and not as securities to be realised in the course of atrade, and who are resident and domiciled only in the UK for tax purposes (except whereexplicitly stated otherwise below) and to whom “split year” treatment does not apply. Thecomments below apply only to certain categories of person and, in particular, may not applyto such persons as market makers, brokers, dealers, intermediaries, insurance companies,collective investment schemes, persons connected with depositary arrangements orclearance services, or persons who have acquired their PureCircle Shares in connectionwith a person’s employment, special rules may apply to each of those categories of person.

If you are in any doubt as to your taxation position as a PureCircle Shareholder or if youmay be subject to taxation in any jurisdiction other than the UK, you should consult anappropriately qualified independent professional adviser immediately.

Tax consequences of the SchemeUK taxation of chargeable gainsLiability to United Kingdom taxation of chargeable gains will depend on a PureCircle Shareholder’sparticular circumstances.

Subject to any PureCircle Shareholder being liable to a charge to income tax on a disposal, thetransfer of PureCircle Shares under the Scheme will generally constitute a disposal of thePureCircle Shares for UK chargeable gains purposes, for which the consideration is the Cash Offer.Depending on the PureCircle Shareholder’s particular circumstances (including the availability ofexemptions, reliefs and/or allowable losses), such disposal may give rise to a chargeable gain or anallowable loss.

PureCircle Shareholders who are individuals and elect for the Cash OfferSubject to any available reliefs or allowances (including the annual exempt amount which is £12,300for the tax year ending 5 April 2021), a gain arising on a disposal of PureCircle Shares by aPureCircle Shareholder who is a UK resident individual will be subject to capital gains tax at therate of 10 per cent., except to the extent that the gain, when it is added to the PureCircleShareholder’s other taxable income and gains in the relevant tax year, exceeds the upper limit ofthe income tax basic rate band (that is, the relevant figure exceeds the aggregate of the £12,500personal allowance for income and the £37,500 basic rate tax band for the tax year ending 5 April2021), in which case it will be taxed at the rate of 20 per cent.

A disposal of PureCircle Shares by a PureCircle Shareholder who is an individual not resident inthe UK for tax purposes will not generally give rise to a charge to UK tax on chargeable gainsunless such PureCircle Shareholder carries on a trade, profession or vocation in the UK through abranch or agency and uses the PureCircle Shares in or for the purposes of the trade or thePureCircle Shares have been used or held for the purposes of the branch or agency. Such adisposal may, depending on the PureCircle Shareholder’s circumstances, and subject to anyavailable exemption or relief, give rise to a chargeable gain or an allowable loss for the purposes ofUK tax on chargeable gains.

If an individual PureCircle Shareholder is only temporarily resident outside the UK for tax purposesat the date of the disposal (for a period of 5 years or less), that individual PureCircle Shareholdercould in certain circumstances, on becoming resident in the UK again, be liable to UK tax on anychargeable gains in respect of disposals made while temporarily resident outside the UK.

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PureCircle Shareholders who are individuals not resident in the UK may be subject to foreigntaxation depending on their particular circumstances.

PureCircle Shareholders who are companies and elect for the Cash OfferA PureCircle Shareholder which is a company resident in the UK for tax purposes will be subject tocorporation tax (at 19 per cent. for the tax year ending 31 March 2021) on any chargeable gainarising on the disposal of PureCircle Shares (subject to any applicable exemptions and reliefsincluding the substantial shareholding exemption). Indexation allowance may be available to acompany to reduce the amount of a chargeable gain on a disposal of PureCircle Shares (calculatedfrom the date of initial acquisition of the PureCircle Shares by the PureCircle Shareholders to31 December 2017). However, indexation cannot create or increase an allowable loss for UKcorporation tax purposes.

The substantial shareholding exemption may apply to exempt from UK corporation tax any gainarising to a PureCircle Shareholder which is a company within the charge to UK corporation taxwhere a number of conditions are satisfied, including that such PureCircle Shareholder has held notless than 10 per cent. of the issued share capital of PureCircle for a period of at least one yearprior to the date of disposal.

A disposal of PureCircle Shares by a PureCircle Shareholder which is a company not resident inthe UK for tax purposes will not generally give rise to a charge to UK tax on chargeable gainsunless such PureCircle Shareholder carries on a trade in the UK through a permanentestablishment and uses the PureCircle Shares in or for the purposes of the trade or the PureCircleShares have been used or held for the purposes of the permanent establishment. This may,depending on the PureCircle Shareholder’s circumstances, and subject to any available exemptionor relief, give rise to a chargeable gain or an allowable loss for the purposes of the UK tax onchargeable gains.

PureCircle Shareholders which are companies not resident in the UK may be subject to foreigntaxation depending on their particular circumstances.

PureCircle Shareholders who elect for the Share AlternativePureCircle Shareholders who elect for the Share Alternative should consult their own professionaladvisers as to their tax position resulting from making such an election, acquiring and holding BidcoShares.

PureCircle Shareholders are advised that no application for clearance has been made to HMRCunder section 138 of the Taxation of Chargeable Gains Act 1992 that section 137 of that Act willnot apply in respect of the Share Alternative.

Stamp duty and stamp duty reserve tax (“SDRT”) consequences of the SchemeNo UK stamp duty or SDRT should be payable by PureCircle Shareholders as a result of theScheme becoming Effective.

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APPENDIX VII

ADDITIONAL INFORMATION

1. Responsibility1.1 The PureCircle Directors, whose names are set out in paragraph 2.1 below accept

responsibility for the information contained in this document, other than information for whichresponsibility is taken by others pursuant to paragraphs 1.2 and 1.3 below. To the best of theknowledge and belief of the PureCircle Directors (who have taken all reasonable care toensure that such is the case), the information contained in this document for which theyaccept responsibility is in accordance with the facts and does not omit anything likely toaffect the import of such information.

1.2 The Bidco Directors, whose names are set out in paragraph 2.2 below, each acceptresponsibility for the information contained in this document (including any expressions ofopinion) relating to Bidco, each member of the Bidco Group, the Bidco Directors and theirrespective immediate families and the related trusts and companies of and personsconnected with them, and persons deemed to be acting in concert with Bidco (as such termis used in the PureCircle Bye-laws). To the best of the knowledge and belief of the BidcoDirectors (who have taken all reasonable care to ensure that such is the case) theinformation contained in this document (including any expressions of opinion) for which theyaccept responsibility is in accordance with the facts and does not omit anything likely toaffect the import of such information.

1.3 The persons from Ingredion whose names are listed in paragraph 2.3 below (the “IngredionResponsible Persons”) each accept responsibility for the information contained in thisdocument (including any expressions of opinion) relating to Ingredion and themselves andtheir respective immediate families and the related trusts and companies of and personsconnected with them. To the best of the knowledge and belief of the Ingredion ResponsiblePersons (who have taken all reasonable care to ensure that such is the case) the informationcontained in this document (including any expressions of opinion) for which they acceptresponsibility is in accordance with the facts and does not omit anything likely to affect theimport of such information.

2. Directors2.1 The PureCircle Directors and their respective positions are:

Name Position

Peter Lai Hock Meng Chief Executive OfficerJimmy Lim Kian Thong Chief Financial OfficerDato’ Robert Cheim Dau Meng Non-executive ChairmanDatuk Ali bin Abdul Kadir Senior Independent Non-executive DirectorSridhar Krishnan Independent Non-executive DirectorOlivier Maes Independent Non-executive DirectorTan Sri Wan Azmi Wan Hamzah Non-independent Non-executive DirectorGuy Wollaert Independent Non-executive Director

The registered office of PureCircle, whose registered number is 40431, is at ClarendonHouse, 2 Church Street, Hamilton HM 11, Bermuda. The business address of each of thePureCircle Directors, is Level 12, West Wing, Rohas PureCircle, No. 9 Jalan P. Ramlee,50250 Kuala Lumpur, Malaysia. The VP, Head of Corporate, Tiah Oon Su, a licensedcompany secretary in Malaysia, also carries out the function of company secretary forPureCircle.

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2.2 The Bidco Directors and their respective positions are:

Name Position

James Derek Gray DirectorMichael Neal Levy DirectorRichard John O’Shanna Director

It is intended that Tan Sri Wan Azmi Wan Hamzah will be appointed as a director of Bidcoon the Effective Date.

The registered office of Bidco, whose registered number is 12542326, is at Ingredion HouseManchester Green, 339 Styal Road, Manchester, United Kingdom, M22 5LW.

2.3 The Ingredion Responsible Persons and their respective positions are:

Name Position

James Derek GrayExecutive Vice-President and Chief FinancialOfficer

Michael Neal LevyVice-President and Associate General Counsel,Corporate, Securities, Finance and Strategy

The corporate headquarters of Ingredion is at 5 Westbrook Corporate Center, Westchester,Illinois, USA, 60154.

3. Persons acting in concert3.1 Other than the PureCircle Directors and the PureCircle Group companies, the persons who,

for the purposes of PureCircle’s Bye-laws, are acting, or deemed to be acting, in concert withPureCircle in respect of the Acquisition are:

Name Type Registered OfficeRelationship withPureCircle

KPMG LLP Limited liabilitypartnership

15 Canada Square,London E14 5GL, UnitedKingdom

Financial adviser

3.2 Other than the Bidco Directors and members of the Ingredion Group, the persons who, forthe purposes of the Takeover Code, are acting, or deemed to be acting, in concert withBidco in respect of the Acquisition are:

Name Type Registered OfficeRelationship withBidco

Citigroup GlobalMarkets Limited

Limitedcompany

Citigroup Centre,Canada Square, CanaryWharf, London, E145LB, United Kingdom

Financial adviser

4. Disclosure of interests, short positions and dealings in sharesDefinitions

4.1 For the purposes of this Appendix VII:

(a) “acting in concert” with PureCircle or Bidco, as the case may be, means any person actingor deemed to be acting in concert with PureCircle or Bidco, as the case may be, as if theTakeover Code applied to the Acquisition;

(b) “arrangement” includes any indemnity or option arrangements, and any agreement orunderstanding, formal or informal, of whatever nature, relating to relevant securitieswhich may be an inducement to deal or refrain from dealing;

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(c) “connected adviser” has the meaning attributed to it in the Takeover Code;

(d) “control” means an interest or interests in shares carrying 30 per cent. or more of thevoting rights attributable to the share capital of a company which are currentlyexercisable at a general meeting, irrespective of whether the interest or interests givesde facto control;

(e) “dealing” or “dealt” includes the following:

(i) the acquisition or disposal of relevant securities, of the right (whether conditional orabsolute) to exercise or direct the exercise of voting rights attached to relevantsecurities, or of general control of relevant securities;

(ii) the taking, granting, acquisition, disposal, entering into, closing out, termination,exercise (by either party) or variation of an option (including a traded optioncontract) in respect of any relevant securities;

(iii) subscribing or agreeing to subscribe for relevant securities;

(iv) the exercise of conversion of any relevant securities carrying conversion orsubscription rights;

(v) the acquisition of, disposal of, entering into, closing out, exercise (by either party) ofany rights under, or variation of, a derivative referenced, directly or indirectly, torelevant securities;

(vi) entering into, terminating or varying the terms of any agreement to purchase or sellrelevant securities; and

(vii) any other action resulting, or which may result, in an increase or decrease in thenumber of relevant securities in which a person is interested or in respect of whichhe has a short position;

(f) “derivative” includes any financial product whose value in whole or in part is determineddirectly or indirectly by reference to the price of an underlying security but which doesnot include the possibility of delivery of such underlying security;

(g) “disclosure date” means 12 May 2020, being the Last Practicable Date;

(h) “disclosure period” means the period commencing on 9 April 2019, being the date12 months prior to the commencement of the Offer Period, and ending on the disclosuredate;

(i) “financial collateral arrangement” means a security financial collateral arrangementwhich provides a right for the collateral taken to use and dispose of relevant securitiesas if it were the owner of those securities;

(j) being “interested” in relevant securities means if a person has long economic exposure,whether absolute or conditional, to changes in the price of those securities and, inparticular, includes where a person:

(i) owns relevant securities;

(ii) has the right (whether conditional or absolute) to exercise or direct the exercise ofthe voting rights attaching to relevant securities or has general control of them;

(iii) by virtue of any agreement to purchase, option or derivative, has the right or optionto acquire relevant securities or call for their delivery or is under an obligation totake delivery of them, whether the right, option or obligation is conditional orabsolute and whether it is in the money or otherwise; or

(iv) is party to any derivative whose value is determined by reference to its price andwhich results, or may result, in his having a long position in it;

(k) “relevant Bidco securities” means shares in Bidco (or derivatives referenced thereto)and securities convertible into, rights to subscribe for and options (including tradedoptions) in respect thereof

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(l) “relevant PureCircle securities” means shares in PureCircle (or derivatives referencedthereto) and securities convertible into, rights to subscribe for and options (includingtraded options) in respect thereof;

(m) “relevant securities” means relevant PureCircle securities and relevant Bidco securities;and

(n) “short position” means any short position (whether conditional or absolute and whetherin the money or otherwise) including any short position under a derivative, anyagreement to sell or any delivery obligation or right to require another person topurchase or take delivery.

Interests in relevant PureCircle securities4.2 As at the close of business on the disclosure date, the following PureCircle Directors had an

interest in certain relevant PureCircle securities as follows:

Name Number of PureCircle SharesPercentage of issued ordinary

share capital of PureCircle

Peter Lai Hock Meng 381,693 0.2%Olivier Maes 513,821 0.3%Guy Wollaert 26,200 0.0%

4.3 As at close of business on the disclosure date, none of the PureCircle Directors held anyoutstanding awards over PureCircle Shares under the PureCircle Share Plans. Between theAnnouncement Date and the Last Practicable Date, 101,693 PureCircle Shares were issuedto PureCircle’s Chief Executive Officer in relation to the first (pro-rated) and second quarterissues of 50 per cent. of the Chief Executive Officer’s annual salary for his fixed termcontract as detailed in paragraph 9 of Part II. As a result, the number of shares held byPureCircle’s Chief Executive Officer has increased by 101,693 PureCircle Shares from280,000 PureCircle Shares to 381,693 PureCircle Shares during this period.

Interests in relevant Bidco Securities4.4 As at the close of business on the disclosure date, none of the Bidco Directors (including

members of their immediate families, close relatives and related trusts) had an interest in, ora right to subscribe for, relevant Bidco securities.

General4.5 Save as disclosed in this paragraph 4 and save in respect of the Irrevocable Undertakings

(which are described at paragraph 8 of this Appendix VII), as at the close of business on thedisclosure date:

(a) neither Bidco, any of the Bidco Directors (including, in each case, any member of suchdirectors’ respective immediate families or related trusts), any persons acting in concertwith Bidco, nor any person with whom Bidco or any person acting in concert with Bidcohas an arrangement, had any interest in or right to subscribe for, or had any shortposition in relation to, any relevant securities as at the close of business on thedisclosure date, nor has any such person dealt in any relevant securities during thedisclosure period;

(b) neither PureCircle, any of the PureCircle Directors (including any members of suchdirectors’ respective immediate families or related trusts), any persons acting in concertwith PureCircle, nor any person with whom PureCircle or any person acting in concertwith PureCircle has an arrangement, had any interest in or right to subscribe for, or hadany short position in relation to, any relevant securities as at the close of business onthe disclosure date, nor has any such person dealt in any relevant securities during theperiod between the start of the Offer Period and the disclosure date;

(c) PureCircle has not redeemed or purchased any relevant PureCircle securities during thedisclosure period;

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(d) neither PureCircle nor any person acting in concert with PureCircle has borrowed or lentany relevant PureCircle securities (including, for these purposes, any financial collateralarrangements), save for any borrowed shares which have either been on-lent or sold;

(e) neither Bidco nor any person acting in concert with Bidco has borrowed or lent anyrelevant PureCircle securities (including, for these purposes, any financial collateralarrangements), save for any borrowed shares which have either been on-lent or sold;

(f) there are no arrangements in existence between PureCircle or any person acting inconcert with PureCircle and any other person in relation to relevant securities;

(g) save as otherwise disclosed in this document, there are no arrangements in existencebetween Bidco or any person acting in concert with Bidco and any other person inrelation to relevant securities; and

(h) save as otherwise disclosed in this document, no agreement, arrangement orunderstanding (including any compensation arrangement) exists between Bidco or anyperson acting in concert with Bidco for the purposes of the Acquisition and any of thePureCircle Directors, recent directors, shareholders or recent shareholders of PureCircle,or any person interested or recently interested in PureCircle Shares, having anyconnection with or dependence upon, or which is conditional upon, the Acquisition.

5. Middle market quotationsDue to the suspension of trading of PureCircle Shares between (and including) 28 October2019 and 14 April 2020, the majority of Closing Prices for the first Business Day of each ofthe six months immediately before the date of this document are unavailable. The followingtable shows the Closing Prices of PureCircle Shares (derived from the PureCircle summarypage of the London Stock Exchange website) on the following dates, unless otherwiseindicated:

(a) 25 October 2019, being the Business Day prior to the suspension of trading ofPureCircle Shares;

(b) 15 April 2020, being the Business Day the trading suspension on PureCircle Shares waslifted following its suspension on 28 October 2019;

(c) 1 May 2020, being the first Business Day of the only whole month when PureCircleShares were trading within the six month period immediately prior to the date of thisdocument; and

(d) 12 May 2020, being the Last Practicable Date.

Date

PureCircle SharesClosing Price

(in pence)

25 October 2019 131.215 April 2020 86.01 May 2020 80.412 May 2020 78.0

6. Material contractsPureCircle Group material contracts

6.1 Save as disclosed below, no contracts have been entered into by PureCircle and/or membersof the PureCircle Group (otherwise than in the ordinary course of business) during the periodbeginning on 9 April 2018 (being the date falling two years prior to the Announcement Date)and ending on the Last Practicable Date which are, or may be, material to the PureCircleGroup as at the date of this document:

(a) Implementation Agreement

A summary of the Implementation Agreement is set out in paragraph 14 of Part II of thisdocument.

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(b) Shareholders’ Agreement

A summary of the Shareholders’ Agreement is set out in paragraph 14 of Part II of thisdocument.

(c) PureCircle Equity Subscription Agreement

On or around the date of this document, Bidco and PureCircle entered into an equitysubscription agreement (the “PureCircle Equity Subscription Agreement”) pursuant towhich Bidco will subscribe for 1,000 ordinary shares of US$ 0.10 each in the sharecapital of PureCircle, at a price per share of US$130,000, to be used (together withPureCircle’s then existing cash resources) to repay the Outstanding PureCircle Debt(approximately US$137.9 million as at the Last Practicable Date), with any remainingbalance to be used for general working capital purposes. Bidco’s commitment under thePureCircle Equity Injection is conditional only upon the Effective Date and the BidcoEquity Injection having occurred prior to the Long Stop Date.

(d) New PureCircle Bye-laws

It is proposed that the New PureCircle Bye-laws be adopted at the General Meeting andthat they will take effect upon the Scheme becoming Effective. The New PureCircle Bye-laws set out the rights and restrictions that will attach to the shares in Pure Circle oncePureCircle is a wholly-owned subsidiary of Bidco. Accordingly, references to a PureCircleShareholder as used in the summary below will, upon the Scheme becoming Effective,mean Bidco. Copies of the proposed New PureCircle Bye-laws are available forinspection at the address specified in paragraph 15(c) of this Appendix VII. The NewPureCircle Bye-laws will, among others, include provisions that reflect the terms set outbelow.

Changes in CapitalThe PureCircle Board may, subject to the provisions of the New PureCircle Bye-lawsand the Bermuda Companies Act, offer, allot, grant options over or otherwisedispose of the unissued PureCircle Shares on such terms as it thinks fits, providedthat no such shares are issued at a discount.

The PureCircle Board may, at its discretion, authorise the acquisition by theCompany of its own Shares, to be held as treasury shares or cancelled.

If at any time the share capital of PureCircle is divided into different classes ofshares, the rights attaching to a class of PureCircle Shares may be varied with theconsent in writing of the holders of not less than seventy-five percent of the issuedPureCircle Shares in that class.

PureCircle will be under no obligation to complete and deliver a Share certificateunless specifically called upon to do so by the person to whom the PureCircle Shareshave been issued.

Other than in respect of fully paid PureCircle Shares, PureCircle will have a lien onevery PureCircle Share called or payable and PureCircle will be able to make callsupon the PureCircle Shareholders in respect of any monies unpaid on theirPureCircle Shares.

Transfer of SharesThe PureCircle Shares will be freely transferable. The instrument of transfer will beexecuted by or on behalf of the transferor, and where any PureCircle Share is notfully-paid, the transferee.

Voting RightsAt a general meeting, each PureCircle Shareholder present in person or by proxy willhave, on a show of hands, one vote and each PureCircle Shareholder present inperson or by proxy will have, on a poll, one vote per PureCircle Share. A poll may bedemanded in accordance with the provisions of the Bermuda Companies Act by aPureCircle Shareholder or by the chairman.

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Each PureCircle Shareholder will have the right to appoint a proxy or a corporaterepresentative, and shall do so in writing.

Except in the case of removal of auditors of PureCircle or the PureCircle Directors,anything which may be done by a resolution of the PureCircle Shareholders in ageneral meeting may be done by written resolution.

DirectorsThe number of PureCircle Directors will be at least two (2) and not more than six (6).The PureCircle Directors will be appointed by PureCircle by resolution and will serve forsuch term as PureCircle may determine, or in the absence of such determination,until the next annual general meeting following their appointment.

In case where PureCircle has no directors, the PureCircle Shareholders will appoint aPureCircle Director either by written notice to the Company or at a duly convenedspecial general meeting of PureCircle. Any one or more vacancies in the PureCircleBoard not filled by the PureCircle Shareholders at a general meeting will be deemedcasual vacancies. The PureCircle Directors will be able to fill any casual vacanciesof the PureCircle Board.

A PureCircle Director will cease to hold office if they: (i) resign by notice in writing;(ii) become of unsound mind or a patient for any purpose of any statute or applicablelaw relating to mental health and the PureCircle Directors resolve that their office isvacated; (iii) become bankrupt under the laws of any country; (iv) are prohibited bylaw from being a Director or, in the case of a corporate Director, are otherwiseunable to carry on or transact business; or, (v) cease to be a Director by virtue of theBermuda Companies Act.

Each PureCircle Director will be able to appoint or remove an alternate by notice toPureCircle’s Registered Office. Such alternate will have the same rights as thePureCircle Director for the duration of their appointment.

The remuneration paid to the PureCircle Directors will be determined by a resolutionof the PureCircle Shareholders, or in absence of such resolution, by the PureCircleDirectors. The PureCircle Directors will also be entitled to claim for reasonablyincurred expenses.

Directors’ InterestsA PureCircle Director may hold another office with PureCircle or act in a professionalcapacity for PureCircle and be entitled to remuneration for such professionalservices as if he or she were not a Pure Circle DirectorSubject to the provisions of the Bermuda Companies Act, a PureCircle Director may,notwithstanding his office, be interested in any transaction or arrangement withPureCircle and may also be a director or employed by, or a party to any transactionor otherwise interested in any body corporate in which the Company is interested.So long as such PureCircle Director has properly declared any interests they will not,by reason of their appointment as PureCircle Director, be accountable to PureCirclefor any benefit, or lose their entitlement to vote on such transaction.

Powers and Duties of the PureCircle BoardThe PureCircle Board will manage the business of PureCircle and will be able toexercise all the powers of PureCircle except those that are required by the BermudaCompanies Act or the New PureCircle Bye-laws to be exercised by the PureCircleShareholders.

The PureCircle Board will be able to delegate such powers as it deems fit by powerof attorney or otherwise for such period and subject to such conditions as it deemsappropriate.

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Proceedings of the PureCircle BoardThe PureCircle Board will be able to run meetings as it deems fit and any PureCircleDirector will be able to summon a meeting of the PureCircle Board. The quorum for ameeting of the PureCircle Board will be fixed by the PureCircle Directors but will,unless so fixed at any other number, be two.

DividendsThe PureCircle Board will declare such dividends or distributions as appear to thePureCircle Board to be justified by the position of PureCircle. Before declaring suchdividend, the PureCircle Board will be entitled to set aside such reserves applicablefor any purpose as it thinks proper.

(e) 2020 PureCircle Revolving Credit Facility

A summary of the 2020 PureCircle Revolving Credit Facility is set out in paragraph 14 ofPart II of this document.

(f) HSBC Letter of Credit

A summary of the HSBC Letter of Credit is set out in paragraph 14 of Part II of thedocument.

(g) Senior Term Loan and Revolving Credit Facility Agreement

On 30 November 2017 certain members of the Group entered into a senior term loanand revolving credit facility agreement with The Hongkong and Shanghai BankingCorporation Limited, Offshore Banking Unit, Labuan (LL No. 910004C) (the “Arranger”),The Hongkong Shanghai Banking Corporation Limited (the “Agent” and the “SecurityAgent”) and The Hongkong and Shanghai Banking Corporation Limited, OffshoreBanking Unit Labuan, Cooperative Rabobank U.A., Labuan Branch, Alliance BankMalaysia Berhad, BNP Paribas Malaysia Berhad, China Construction Bank (Malaysia)Berhad and The Bank of East Asia, Limited, Labuan Branch (as Original Lenders) (the“Lenders”, together the Arranger, the Agent and the Security Agent, the “SeniorFinance Parties”) as amended from time to time (the “Senior Facilities Agreement”).Pursuant to the terms of the Senior Facilities Agreement, the Lenders agreed to makeavailable term loan (the “Term Loan”) and revolving credit facilities (the “RCF”, togetherwith the Term Loan, the “Facilities”) in an aggregate amount originally equal toUS$200,000,000. PureCircle Trading Sdn Bhd as borrower (the “Borrower”) may applyboth of the Facilities towards payment of fees and expenses incurred in connection withthe Finance Documents (as defined therein). Additionally, the Term Loan may be appliedby the Borrower towards refinancing the Existing Facilities (as defined therein), and theRCF may be applied towards working capital of the Group.

In connection with the Senior Facilities Agreement, certain members of the Group (the“Obligors”) granted security over their assets (the “Security”) including pursuant to anEnglish law all assets floating charge (including third party receivables), a New York lawsecurity agreement granting a lien all over all assets (including third party receivables), aMalaysian law mortgage, two Malaysian law all asset debentures and a Mexican lawfloating lien over moveable assets (including third party receivables).

Each Obligor is a guarantor under the Senior Facilities Agreement (in such capacity, the“Guarantors”) and, in addition to granting the Security has granted a guarantee andindemnity in favour of the Senior Finance Parties.

The Term Loan amortises in increasing instalments on a quarterly basis on31 December, 31 March, 30 June and 30 September annually, and the RCF is to berepaid on the last day of each interest period, being a period selected by the Borrower.

The Facilities may be cancelled and required to be repaid in full (at an individualLender’s discretion) if there is a change of control in the ownership of the Borrower orPureCircle. The Senior Facilities Agreement permits voluntary cancellation of theFacilities in minimum amounts of US$1,000,000. Voluntary prepayments are permitted ifin an amount that reduces the commitments by a minimum of US$5,000,000 andintegral multiples of US$1,000,000.

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Interest will accrue on each loan made under the Term Loan and RCF in the form of amargin set at specific rates during specific periods plus LIBOR (or the applicablereference bank rate). Accrued interest is payable on the last day of each interest period.

The Senior Facilities Agreement includes restrictions, subject to certain exceptions, onsome or all of Borrower and the Obligors. These include (but are not limited to),restrictions on creating security over their assets, making disposals, entering into certaintransactions other than on arm’s length terms, being a creditor in respect of certainfinancial indebtedness, incurring or allowing to remain outstanding any guarantee,incurring or allowing to remain outstanding any financial indebtedness, entering into anyamalgamation, merger, demerger or corporate reconstruction, making acquisitions, orchanging the general nature of their business.

The Senior Facilities Agreement and related Finance Documents (as defined therein)include a suite of financial covenants. These include (but are not limited to)requirements relating to the (i) ratio of total net borrowings of the Group to the EBITDA;(ii) ratio of Group EBITDA to all finance costs of the Group (whether paid, payable oradded to principal (and which include interest, fees, commission and hedging costs));(iii) Group Cashflow to amounts required to, amongst other things, service the debtunder the Senior Facilities Agreement plus the Group finance costs, in each case not tobe less than certain agreed levels as at the applicable testing dates; and (iv) capitalexpenditure. In addition, the Group is required to ensure that at all times (subject toexceptions for illegality), the contribution of the Guarantors to Group EBITDA at all timesexceeds 80% of the Group EBITDA and that all Material Subsidiaries (as definedtherein) are Guarantors. The Senior Facilities Agreement does not benefit from equitycure rights.

The Senior Facilities Agreement also includes obligations, subject to specifiedexceptions, on some or all of the Borrower and the Obligors in connection with obtainingany necessary authorisations in relation to the financing, compliance with laws,environmental compliance, sanctions, anti-money laundering, anti-terrorism and anti-corruption laws, taxation and Bank Negara Malaysia approvals, and certain otherrepresentations in relation to FACTA and the United States Employee Retirement IncomeSecurity Act of 1974

The Senior Facilities Agreement also includes customary representations and warrantiesand events of default, in each case, subject to specified exceptions. The representationsgiven by the Obligors include their power, capacity and authority to enter into the SeniorFacilities Agreement and perform the obligations described thereunder, together withconfirming that the entry into the Senior Facilities Agreement does not conflict with anyother obligation that may apply to an Obligor, confirming title to assets, ranking ofsecurity, that there are no proceedings pending or threatened against such Obligors(subject to materiality), sanctions and US repetitions.

Certain representations are deemed to be repeated by each Obligor with reference tothe facts and circumstances then existing on the date of a utilisation request and on thedate an entity accedes as an additional guarantor.

The RCF attracts a commitment fee accruing at a rate of 40% of the applicable marginon the undrawn and uncalled amounts of each RCF commitment. An arrangement fee isalso payable to the Arranger, and agency fees and security agency fees are alsopayable to the agent and security agent respectively.

The Senior Facilities Agreement is governed by English law and the parties submit tothe courts of England and Wales.

(h) Shareholder Loan Agreement

On 16 January 2020, PureCircle (as Borrower) entered into a subordinated term loanfacility agreement (the “Shareholder Loan Agreement”) with Halfmoon Bay CapitalLimited, Alwaha Fund Limited, John Slosar, Zali Capital Limited and Peter Lai HockMeng (as Original Lenders) (the “Relevant Shareholders”) and Global Loan AgencyServices Limited (the “SLA Agent” and together with the Relevant Shareholders, the“SLA Finance Parties”) pursuant to which the Relevant Shareholders have made

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available certain term facilities in an aggregate amount of US$8,600,000 (the“Shareholder Loan”). The Shareholder Loan is to be applied by PureCircle towards thegeneral corporate purposes of the Group, including, if necessary, towards anyamortisations falling due under the Senior Facilities Agreement on 31 December 2019and 31 March 2020. Interest on the Shareholder Loan accrues at an agreed rate aboveLIBOR across successive six month interest periods, at the end of each of which,interest capitalises and is added to the principal amount of the Shareholder Loan.

The Shareholder Loan Agreement contains a guarantee and indemnity pursuant to whicha Guarantor (defined as a company which becomes a guarantor in accordance withterms of Shareholder Loan Agreement) guarantees to the SLA Finance Parties thepunctual performance of the obligations of PureCircle under the Finance Documents (asdefined therein), agreeing as a separate obligation to indemnify the SLA Finance Partieson demand for any loss or liability it incurs as a result of PureCircle not paying anyamount which would, but for such unenforceability, invalidity or illegality, have beenpayable by it under any Finance Document (as defined therein) on the date when itwould have been due.

The Shareholder Loan Agreement requires PureCircle to observe various undertakings,including (but not limited to) ensuring that: (i) PureCircle, together certain other membersof the Group, comply with all laws to which it may be subject: and (ii) the payment ofthose members of the Group party to the Shareholder Loan Agreement ensure that theirpayment obligations under certain finance documents rank at least pari passu withclaims of other unsecured and unsubordinated creditors.

Customary representations are included in the Shareholder Loan Agreement pursuant towhich PureCircle represents (amongst other things) that it is duly incorporated and hasthe power to draw the Shareholder Loan and perform its obligations, together withcertain compliance with laws, taxation, no default and non-conflict with other obligations.All representations are given on the date of the Shareholder Loan Agreement and aredeemed to be repeated on the date of any utilisation request and on the first date ofeach interest period.

The Shareholder Loan is to be repaid in full on the earlier of: (i) 1 December 2021;(ii) the date on which the Facilities under the Senior Facilities Agreement are repaid orrefinanced in full; and (iii) the date on which any amendment to the Senior FacilitiesAgreement to extend the final `repayment date thereunder of the Facilities becomeseffective. PureCircle may voluntarily prepay the whole or any part of the ShareholderLoan but, if in part, in an amount that reduces the Shareholder Loan by a minimum ofUS$100,000. Each Relevant Shareholder has a put option pursuant to which, followingthe occurrence of a Change of Control or a Sale (in each case, as defined in theShareholder Loan Agreement), it can elect to cancel its commitment and declare allsums owing to it immediately due and payable.

The Shareholder Loan Agreement contains certain events of default which may triggerimmediate cancellation and repayment of the Shareholder Loan, including non-payment,cross-default, insolvency and contravention of certain US bankruptcy laws.

The Shareholder Loan Agreement is subject to the terms of a subordination agreementpursuant to which (amongst other things) the Senior Finance Parties under the SeniorFacilities Agreement rank in order of priority of payment to the Shareholder Loan.

The Shareholder Loan Agreement is governed by English law and submits to the courtsof England and Wales.

John Slosar transferred his entire commitment under the Shareholder Loan Agreementto Halfmoon Bay Capital Limited on 18 February 2020 pursuant to an assignmentagreement dated the same date and is now no longer a party to the Shareholder LoanAgreement.

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(i) ISDA Agreements

(i) BNP Paribas Malaysia Berhad

On 25 June 2018, the Borrower entered into an interest rate swap transaction (the “BNPSwap Transaction”) with BNP Paribas Malaysia Berhad (“BNP”), as evidenced by aswap confirmation dated 27 June 2018 (the “BNP Swap Confirmation”). The BNPSwap Confirmation supplements, forms a part of, and is subject to a master nettingagreement dated as of 12 June 2018, in the form of the 2002 ISDA Master Agreement(as published by the International Swaps and Derivatives Association, Inc. (“ISDA”)),between the Borrower and BNP, together with the schedule thereto (the “BNP MasterAgreement”), the purpose of which is to: (i) manage the Borrower’s borrowings orinvestments and (ii) hedge its underlying assets or liabilities (including its floating ratepayment obligations under the Senior Facilities Agreement), in each case in line with itsbusiness and for genuine commercial reasons.

Under the BNP Master Agreement, each of BNP and the Borrower gives standardrepresentations, including with regard to its status, power and authority, the bindingnature of its obligations, making payments without deduction for withholding tax, non-conflict with its other obligations, the accuracy of information it provides to the otherparty, its arm-length relationship with the other party and financial regulatory compliance.In addition, each of BNP and the Borrower gives standard undertakings relating tocompliance with local laws, regulatory authorisation, payment of stamp tax and provisionto the other party of specified information, such as audited annual financial statements.

In addition, the BNP Master Agreement contains certain events of default (each, a “BNPSwap Event of Default”) applicable to both BNP and the Borrower including failure tomake any payments when due under the BNP Master Agreement, failure to perform orcomply with any obligations under the BNP Master Agreement, misrepresentation, cross-default subject to specified thresholds, bankruptcy and a merger or transfer ofsubstantially all the assets of either BNP or the Borrower where the resulting entity ortransferee does not assume all its obligations. It also contains certain other terminationevents (each, a “BNP Swap Termination Event”), some of which are applicable to bothBNP and the Borrower, including when it becomes unlawful or illegal to performobligations under the BNP Master Agreement, when there has been a change in tax lawor practice that would require tax to be withheld on payments under the BNP MasterAgreement or when force majeure applies, and some of which are applicable to theBorrower only, including when PureCircle Limited ceases to own or be able to exercisecontrol of PureCircle, or if it fails to satisfy certain financial covenants in the SeniorFacilities Agreement.

Following the occurrence of: (i) a BNP Swap Event of Default in respect of either party,the other party may elect to designate an early termination date for all transactionsunder the BNP Master Agreement, including the BNP Swap Transaction; or (ii) a BNPSwap Termination Event, one or both parties, depending on the specific event, may electto designate an early termination date for all transactions under the BNP MasterAgreement that were affected by the relevant event (which may include the BNP SwapTransaction). In each case, upon such early termination date and in accordance with theclose-out netting provisions in the BNP Master Agreement, all outstanding and futurepayment obligations of both parties under all terminated transactions (if applicable,including the BNP Swap Transaction) will be replaced by a single net amount payableby either BNP or the Borrower, depending on whether the net mark-to-market value ofall the terminated transactions was in favour of the Borrower or BNP, respectively, andthis payment will be due on or promptly after the early termination date.

The BNP Master Agreement, including the BNP Swap Transaction and all othertransactions thereunder, is governed by English law and each of the parties submits tothe jurisdiction of the English courts.

Under the terms of the BNP Swap Transaction, BNP and the Borrower will each makeperiodic payments to the other that are calculated with effect from (and including)29 June 2018 (the “BNP Swap Effective Date”) to (and excluding) 30 November 2021(the “BNP Swap Termination Date”), and determined by reference to a notional amount

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that amortises in increasing instalments on a quarterly basis during the term of the BNPSwap Transaction, such notional amount being equal to US$41,250,000 on the BNPSwap Effective Date and decreasing thereafter in September, December, March andJune in each year.

Pursuant to the terms of the BNP Swap Transaction, on the last day of each month,commencing on 31 July 2018 and ending on the BNP Swap Termination Date (each, a“BNP Swap Payment Date”): (i) BNP will pay a floating amount to the Borrower inrespect of the period since the preceding BNP Swap Payment Date (or the BNP SwapEffective Date, in the case of the first such payment), calculated on the actual number ofdays in such period, by reference to the then-current BNP Swap Notional Amount onsuch date and the US Dollar 1-month LIBOR rate fixed as of the beginning of suchperiod; and (ii) the Borrower will pay a fixed amount to BNP in respect of the sameperiod, calculated on the actual number of days in such period, by reference to a fixedrate of 2.74% per annum and the then-current BNP Swap Notional Amount on suchdate. In accordance with the terms of the BNP Master Agreement, the amounts duefrom BNP and the Borrower on each BNP Swap Payment Date will be paid net, suchthat only the difference between the two payment amounts is due, which is payable bythe party with the greater payment obligation.

If the BNP Swap Termination Date or any BNP Swap Payment Date is not a BNP SwapBusiness Day, such date will fall on the immediately following BNP Swap Business Day,unless this would be in the following month, in which case it will fall on the immediatelypreceding BNP Swap Business Day, where a “BNP Swap Business Day” means a dayon which commercial banks and foreign exchange market are open for general businessin each of Hong Kong, Kuala Lumpur, Labuan, London, New York and Singapore.

(ii) HSBC Bank Malaysia Berhad

On 22 June 2018, the Borrower entered into an interest rate swap transaction (the“HSBC Swap Transaction”) with HSBC Malaysia, as evidenced by a swap confirmationdated 28 June 2018 (the “HSBC Swap Confirmation”). The HSBC Swap Confirmationsupplements, forms a part of, and is subject to a master netting agreement dated as of22 June 2018, in the form of the 2002 ISDA Master Agreement (as published by ISDA),between the Borrower and HSBC Malaysia, together with the schedule thereto (the“HSBC Master Agreement”).

Under the HSBC Master Agreement, each of HSBC Malaysia and the Borrower givesstandard representations, including with regard to its status, power and authority, thebinding nature of its obligations, making payments without deduction for withholding tax,non-conflict with its other obligations, the accuracy of information it provides to the otherparty, its arm-length relationship with the other party and its US swap regulatoryclassification. In addition, each of HSBC Malaysia and the Borrower gives standardundertakings relating to compliance with local laws, regulatory authorisation, payment ofstamp tax and provision to the other party of specified information such as auditedannual financial statements.

In addition, the HSBC Master Agreement contains certain events of default (each, an“HSBC Swap Event of Default”), including failure to make any payments when dueunder the HSBC Master Agreement, failure to perform or comply with any obligationsunder the HSBC Master Agreement, misrepresentation, cross-default subject to specifiedthresholds, bankruptcy, a merger or transfer of substantially all the assets of eitherHSBC Malaysia or the Borrower where the resulting entity or transferee does notassume all its obligations and the occurrence of a default by the Borrower under theSenior Facilities Agreement. A Senior Facilities Agreement default is applicable only tothe Borrower, but each of the other HSBC Swap Events of Default is applicable to bothHSBC Malaysia and the Borrower. It also contains certain other termination events(each, an “HSBC Swap Termination Event”), some of which are applicable to bothHSBC Malaysia and the Borrower, including when it becomes unlawful or illegal toperform obligations under the HSBC Master Agreement, when there has been a changein tax law or practice that would require tax to be withheld on payments under the

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HSBC Master Agreement or when force majeure applies, and some of which areapplicable to the Borrower only, including when there is a change in control ofPureCircle or PureCircle ceases to control the Borrower.

Following the occurrence of: (i) an HSBC Swap Event of Default in respect of eitherparty, the other party may elect to designate an early termination date for all transactionsunder the HSBC Master Agreement, including the HSBC Swap Transaction; or (ii) anHSBC Swap Termination Event, one or both parties, depending on the specific event,may elect to designate an early termination date for all transactions under the HSBCMaster Agreement that were affected by the relevant event (which may include theHSBC Swap Transaction). In each case, upon such early termination date and inaccordance with the close-out netting provisions in the HSBC Master Agreement, alloutstanding and future payment obligations of both parties under all terminatedtransactions (if applicable, including the HSBC Swap Transaction) will be replaced by asingle net amount payable by either HSBC Malaysia or the Borrower, depending onwhether the net mark-to-market value of all the terminated transactions was in favour ofthe Borrower or HSBC Malaysia, respectively, and this payment will be due on orpromptly after the early termination date.

The HSBC Master Agreement, including the HSBC Swap Transaction and all othertransactions thereunder, is governed by English law and each of the parties submits tothe jurisdiction of the English courts.

Under the terms of the HSBC Swap Transaction, HSBC Malaysia and the Borrower willeach make periodic payments to the other that are calculated with effect from (andincluding) 28 June 2018 (the “HSBC Swap Effective Date”) to (and excluding)30 November 2021 (the “HSBC Swap Termination Date”), and determined by referenceto a notional amount that amortises in increasing instalments on a quarterly basis duringthe term of the HSBC Swap Transaction, such notional amount being equal toUSD 41,250,000 on the HSBC Swap Effective Date and decreasing thereafter inSeptember, December, March and June in each year.

Pursuant to the terms of the HSBC Swap Transaction, on the last day of each month,commencing on 31 July 2018 and ending on the HSBC Swap Termination Date (each,an “HSBC Swap Payment Date”): (i) HSBC Malaysia will pay a floating amount to theBorrower in respect of the period since the preceding HSBC Swap Payment Date (orthe HSBC Swap Effective Date, in the case of the first such payment), calculated on theactual number of days in such period, by reference to the then-current HSBC SwapNotional Amount on such date and the US Dollar 1-month LIBOR rate fixed as of thebeginning of such period; and (ii) the Borrower will pay a fixed amount to HSBCMalaysia in respect of the same period, calculated on the actual number of days in suchperiod, by reference to a fixed rate of 2.78% per annum and the then-current HSBCSwap Notional Amount on such date. In accordance with the terms of the HSBC MasterAgreement, the amounts due from HSBC Malaysia and the Borrower on each HSBCSwap Payment Date will be paid net, such that only the difference between the twopayment amounts is due, which is payable by the party with the greater paymentobligation.

If the HSBC Swap Termination Date or any HSBC Swap Payment Date is not an HSBCSwap Business Day, such date will fall on the immediately following HSBC SwapBusiness Day, unless this would be in the following month, in which case it will fall onthe immediately preceding HSBC Swap Business Day, where an “HSBC SwapBusiness Day” means a day on which commercial banks and foreign exchange marketare open for general business in each of Hong Kong, Kuala Lumpur, Labuan, London,New York and Singapore.

Ingredion material contracts6.2 The following is a summary of each contract that has been entered into in connection with

the Acquisition by members of the Ingredion Group (excluding Bidco) otherwise than in theordinary course of business in the two years immediately preceding 9 April 2020 (the date ofcommencement of the Offer Period) and which is, or may be, material to Ingredion:

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(a) Equity Subscription Agreement between Ingredion and Bidco

On 9 April 2020, Ingredion and Bidco entered into an Equity Subscription Agreementpursuant to which Ingredion will subscribe for such number of Bidco A Shares as equalsthe number of PureCircle Shares to be acquired by Bidco pursuant to the Cash Offerminus 100, for the purposes of funding the Cash Offer. Ingredion’s commitment underthe Equity Subscription Agreement is conditional only upon the Effective Date havingoccurred prior to the Long Stop Date.

(b) Bidco Equity Subscription Agreement

On or around the date of this document, Ingredion and Bidco entered into an equitysubscription agreement (the “Bidco Equity Subscription Agreement”), pursuant towhich Ingredion will subscribe for 261,643,939 Bidco A Shares for a total subscriptionprice of US$130,000,000, for the purposes of funding the PureCircle Equity Injection.Ingredion’s commitment under the Bidco Equity Injection Subscription Agreement isconditional only upon the Effective Date having occurred prior to the Long Stop Date.

(c) Bridge Facility

Pursuant to a New York-law governed 364-Day Bridge Loan Agreement, dated as ofApril 9, 2020, among Ingredion, the lenders party thereto (the “Lenders”) andCitibank, N.A., as administrative agent, the Lenders have committed to provide the sumof £190,000,000 to Ingredion as an unsecured term loan facility to finance theAcquisition (the “Bridge Facility”). Loans under the Bridge Facility are available to beadvanced upon the closing of the Acquisition.

The Bridge Facility accrues interest at a per annum rate equal to a LIBOR rate plus amargin ranging from 0.875% to 1.50%, depending on Ingredion’s senior credit ratings,with such margin increasing by 0.25% for every 90 days that any loans under the BridgeFacility remain outstanding.

A duration fee and commitment fee, agency fee, structuring fee and funding fee arepayable under the terms of the Bridge Facility Agreement. Under the terms of the BridgeFacility, duration fees are payable equal to: (i) 0.50% of the aggregate principal amountof the loans outstanding on the 90th day after the initial borrowing under the BridgeFacility, (ii) 0.75% of the aggregate principal amount of the loans outstanding on the180th day after the initial borrowing under the Bridge Facility and (iii) 1.00% of theaggregate principal amount of the loans outstanding on the 270th day after the initialborrowing under the Bridge Facility.

The Bridge Facility may be voluntarily prepaid or cancelled by Ingredion without penaltyor premium. The Bridge Facility is subject to mandatory prepayment or commitmentreduction upon the receipt by Ingredion of net cash proceeds from certain assetdispositions, debt issuances, or equity issuances, in each case subject to agreedexceptions.

The Bridge Facility contains certain negative covenants that restrict the ability ofIngredion and certain of its subsidiaries to, among other things: create security overassets, permit subsidiaries to incur indebtedness, and merge or consolidate. The Facilityalso contains certain customary representations and warranties, affirmative covenantsand events of default.

The Bridge Facility matures 364 days after the initial borrowing under the Bridge Facility.

(d) Fee Letter

Ingredion entered into a fee letter with Citibank, N.A. (the “Fee Letter”), pursuant towhich Ingredion agreed to pay fees in respect of the Bridge Facility as follows:

* Structuring Fee: on the Announcement Date, Ingredion paid a structuring fee of0.175 per cent. of the aggregate initial commitments under the Bridge Facility toCitibank, N.A.;

* Bridge Facility Upfront Fees: Ingredion paid to the Bridge Facility lenders an upfrontfee equal to 0.175 per cent. of the aggregate initial commitments under the BridgeFacility on the Announcement Date. An additional upfront fee of 0.175 per cent. of

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the aggregate commitments then outstanding under the Bridge Facility is payable90 days after the Announcement Date (or, if earlier, upon the funding of the BridgeLoans (the “Bridge Closing Date”));

* Bridge Facility Funding Fee: upon the funding of the Bridge Loans, Ingredion isrequired to pay a funding fee of 0.50 per cent. of such funded Bridge Loans,determined based on when the applicable funding occurs; and

* Bridge Administrative Agent Fee: upon the initial funding of the Bridge Loans,Ingredion is required to pay an administrative agent fee of US$25,000 toCitibank, N.A.

(e) Deed of Indemnity

A summary of the Deed of Indemnity is set out in paragraph 14 of Part II of thisdocument.

(f) Senior Subordination Deed

A summary of the Senior Subordination Deed is set out in paragraph 14 of Part II of thisdocument.

Bidco material contracts6.3 The following is a summary of each contract that has been entered into by members of the

Bidco Group otherwise than in the ordinary course of business in the two years immediatelypreceding 9 April 2020 (the date of commencement of the Offer Period) and which is, or maybe, material to the Bidco Group:

(a) Implementation Agreement

A summary of the Implementation Agreement is set out in paragraph 14 of Part II ofPart of this document.

(b) Shareholders’ Agreement

A summary of the Shareholders’ Agreement is set out in paragraph 14 of Part II of thisdocument.

(c) Equity Subscription Agreement between Ingredion and Bidco

A summary of the Equity Subscription Agreement is set out in paragraph 6.2 of thisAppendix VII of this document.

(d) Bidco Equity Subscription Agreement

A summary of the Bidco Equity Subscription Agreement is set out in paragraph 6.2 ofthis Appendix VII of this document.

(e) PureCircle Equity Subscription Agreement

A summary of the PureCircle Equity Subscription Agreement is set out in paragraph 6.1of this Appendix VII of this document.

(f) Junior Subordination Deed

A summary of the Junior Subordination Deed is set out in paragraph 14 of Part II of thisdocument.

7. Service agreements, letters of appointment and emolumentsService agreements and letters of appointment of PureCircle Directors

7.1 The terms of the current service agreements and letters of appointment of PureCircle’sexecutive directors and non-executive directors provide as follows:

(a) Datuk Ali bin Abdul KadirDatuk Ali bin Abdul Kadir was appointed as an independent director of PureCircle underthe terms of a service agreement dated 18 November 2019. There was no earlierservice contract between PureCircle and Datuk Ali bin Abdul Kadir prior to this date.The term of his appointment commenced on 18 November 2019 for an initial term ofthree years, renewable for two further terms of three-years each, subject to annual re-

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election at PureCircle’s annual general meeting. The service agreement can beterminated by one month’s notice from either Datuk Ali bin Abdul Kadir or PureCircle; orby PureCircle with immediate effect and without any indemnity or additionalcompensation in case of termination for cause. Datuk Ali bin Abdul Kadir’s director feeis USD 70,000 per annum (gross plus expenses) and is payable in quarterly arrears. Hewas appointed as chairman of PureCircle’s audit committee with effect from27 December 2019 and is paid an additional “committee chairman” fee of USD 15,000per annum as a result. In addition to his role as chairman of the audit committee, DatukAli bin Abdul Kadir was appointed as senior independent director of PureCircle from10 February 2020 and is paid an additional USD 10,000 per annum for this role. DatukAli bin Abdul Kadir participates in PureCircle’s D&O liability insurance.

(b) Sridhar KrishnanSridhar Krishnan was appointed as an independent non-executive director of PureCircleunder the terms of a service agreement dated 10 February 2020. There was no earlierservice contract between PureCircle and Sridhar Krishnan prior to this date. The term ofhis appointment commenced on 10 February 2020 for an initial term of three years,renewable for two further terms of three-years each, subject to annual re-election atPureCircle’s annual general meeting. The service agreement can be terminated by onemonth’s notice from either Sridhar Krishnan or PureCircle; or by PureCircle withimmediate effect and without any indemnity or additional compensation in case oftermination for cause. Sridhar Krishnan’s salary is USD 70,000 per annum (gross plusexpenses) and is payable in quarterly arrears. He may qualify for an additional“committee chairman” fee of USD 15,000 per annum. However, at the date of thisdocument Sridhar Krishnan is not the chair of any committees. Sridhar Krishnanparticipates in PureCircle’s D&O liability insurance.

(c) Tan Sri Wan Azmi Wan HamzahTan Sri Wan Azmi Wan Hamzah was appointed as a non-independent non-executivedirector of PureCircle under the terms of a service agreement dated 11 November 2019.There was no earlier service contract between PureCircle and Tan Sri Wan Azmi WanHamzah prior to this date. The term of his appointment commenced on 11 November2019 for an initial term of three years, renewable for two further terms of three-yearseach, subject to annual re-election at PureCircle’s annual general meeting. The serviceagreement can be terminated by giving one month’s notice from either Tan Sri WanAzmi Wan Hamzah or PureCircle; or by PureCircle with immediate effect and withoutany indemnity or additional compensation in case of termination for cause. Tan Sri WanAzmi Wan Hamzah’s director fee is USD 70,000 per annum (gross plus expenses) andis payable in quarterly arrears. He is paid an additional “committee chairman” fee ofUSD 15,000 per annum for his role as chairman of the nomination committee to whichhe has been appointed on 10 February 2020. Tan Sri Wan Azmi Wan Hamzahparticipates in PureCircle’s D&O liability insurance.

(d) Olivier MaesOlivier Maes was re-appointed as an independent non-executive director of PureCircleunder the terms of a service agreement dated 10 February 2020. Olivier Maespreviously served as a non-executive director at PureCircle from September 2007 toMarch 2016. The term of his re-appointment commenced on 10 February 2020 for aninitial term of three years, renewable for two further terms of three-years each, subject toannual re-election at PureCircle’s annual general meeting. The service agreement canbe terminated by one month’s notice from either Olivier Maes or PureCircle; or withimmediate effect and without any indemnity or additional compensation in case oftermination for cause. Olivier Maes’ director fee is USD 70,000 per annum and ispayable in quarterly arrears. He may qualify for an additional “committee chairman” feeof USD 15,000 per annum. However, at the date of this document Olivier Maes is notthe chair of any committees. Olivier Maes participates in PureCircle’s D&O liabilityinsurance.

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(e) Guy WollaertGuy Wollaert was appointed as a non-executive director of PureCircle with effect from10 July 2015 under the terms of a service agreement dated 15 September 2015 andcurrently qualifies as an independent non-executive director. The term of his appointmentcommenced on 10 July 2015 for an initial term of three years, renewable for two furtherterms of three-years each, subject to annual re-election at PureCircle’s annual generalmeeting. The service agreement can be terminated by one month’s notice from eitherGuy Wollaert or PureCircle; or with immediate effect and without any indemnity oradditional compensation in case of termination for cause. Guy Wollaert’s director fee isUSD 70,000 per annum (gross plus expenses) and is payable in quarterly arrears. GuyWollaert has been appointed as chairman of the remuneration committee on27 December 2019 and is paid an additional “committee chairman” fee of USD 15,000per annum for this role. Guy Wollaert participates in PureCircle’s D&O liability insurance.

(f) Jimmy Lim Kian ThongJimmy Lim Kian Thong was employed as a chief financial officer of PureCircle under theterms of an employment contract dated 31 December 2019. There was no earlierservice contract between PureCircle and Jimmy Lim Kian Thong prior to this date. Theterm of his employment commenced on 4 February 2020. Jimmy Lim Kian Thong’sprobation period was reduced due to his exceptional performance and he was confirmedas an employee of PureCircle on 4 May 2020. His employment is ongoing until3 February 2025 and will automatically lapse or expire on 3 February 2025. Theemployment contract can be terminated by either Jimmy Lim Kian Thong or PureCircleby three months’ notice in writing, or payment of salary in lieu of notice; and by bothparties executing a deed of release. Jimmy Lim Kian Thong’s salary is RM 141,666.00per month and he is eligible for PureCircle’s incentive/ performance bonus plans. JimmyLim Kian Thong participates in PureCircle’s D&O liability insurance, life assurance andmedical insurance schemes. His benefits include the use of a company car, a petrolcard with a limit of RM1,000 per month (gross) and a one-time telephone allowance ofRM1,000 (on a reimbursement basis).

(g) Dato’ Robert Cheim Dau MengDato’ Robert Cheim Dau Meng was appointed as a non-executive director of PureCircleunder the terms of a service agreement dated 18 November 2019, as amended on10 February 2020. There was no earlier service contract between PureCircle and Dato’Robert Cheim Dau Meng prior to this date. The term of his appointment commenced on18 November 2019 for an initial term of three years, renewable for two further terms ofthree-years each, subject to annual re-election at PureCircle’s annual general meeting.His service contract as non-executive director terminated when he was appointed non-executive chairman of PureCircle under the terms of a new service agreement on10 February 2020. The term of his appointment as chairman commenced on10 February 2020 for no more than nine years from the date of his appointment as non-executive director of Pure Circle. His current service agreement is terminable by onemonth’s notice from either Dato’ Robert Cheim Dau Meng or PureCircle; or withimmediate effect and without any indemnity or additional compensation in case oftermination for cause. Dato’ Robert Cheim Dau Meng’s director fee as non-executivedirector was USD 70,000 per annum (gross plus expenses) and was payable inquarterly arrears. His fee as non-executive chairman is USD 170,000 per annum (grossplus expenses), payable in quarterly arrears. He also participates in PureCircle’s D&Oliability insurance.

(h) Peter Lai Hock MengPeter Lai Hock Meng was employed as chief executive officer of PureCircle with effectfrom 10 February 2010 under the terms of an employment contract dated 25 February2020. He was previously independent non-executive director of PureCircle during theperiod from June 2008 to March 2017. After he resigned from this role, Peter Lai HockMeng continued to act as advisor to the PureCircle Board for matters relating to Chinaand as the chairman and legal representative of certain subsidiaries in China. Theadvisory role was terminated on 10 February 2020 when his employment contract asCEO started.

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The term of Peter Lai Hock Meng’s current employment contract is fixed for a durationof one year, unless it is renewed by mutual agreement to be discussed three monthsbefore expiration, subject to annual re-election at PureCircle’s annual general meeting.The employment contract can be terminated before expiration by either Peter Lai HockMeng or PureCircle by three months’ notice in writing, or payment of salary in lieu ofnotice; and by both parties executing a deed of release. Peter Lai Hock Meng’s basesalary is USD 600,000 per annum, of which 50 percent. is payable in cash monthly inarrears. The Board of PureCircle can exercise its discretion to settle 50 per cent. of hisannual salary in PureCircle Shares at a price of £1.35 per share for the first quarter(based on his base salary pro-rated for Q1) and the VWAP five trading days before theallotment date for any subsequent quarters. PureCircle’s Board exercised this discretionon 20 April 2020 and 101,693 PureCircle Shares at an allotment price of £1.35 each forQ1 and £0.79 each for Q2 (representing the VWAP five trading days before theallotment date) were allotted to Peter Lai Hock Meng on 5 May 2020. In the event of achange of control in PureCircle, the remaining unvested shares shall become vestedimmediately. Under the Awardholder Proposals, the employment contract will beamended so that the shares will be issued on the Court sanction of the Scheme. Insuch event, the allotment price shall be based on the VWAP five trading days before theallotment date.

In addition to the abovementioned base salary, Peter Lai Hock Meng is eligible forPureCircle’s incentive/performance bonus plans, has the benefit of a car and driver,petrol card with a limit of RM1,000 per month (gross); a one-time telephone allowanceof RM1,000 (on a reimbursement basis); to the use of an apartment to be rented byPureCircle at no more than RM15,000 per month; a travelling allowance of USD1,500per month; a one-off reimbursement of USD 16,625 for an early buy-out of him asemployee. Peter Lai Hock Meng participates in PureCircle’s D&O liability insurance, lifeassurance, and medical insurance schemes.

7.2 On the Effective Date, it is intended that all PureCircle Directors other than the ChiefExecutive Officer, Peter Lai Hock Meng, will resign from their positions as statutory directorsof PureCircle. All payments to be made to each director of PureCircle on resignation are setout below. These reflect the contractual payment of one months’ salary in lieu of notice foreach PureCircle Director listed below, plus an additional two months’ salary which Ingredionhas agreed to as an ex gratia payment:

(a) Dato’ Robert Cheim Dau Meng will receive a payment of USD 42,501 less the normaldeductions for tax and national insurance contributions in lieu of fees, in addition toaccrued but unpaid monthly fees;

(b) Datuk Ali bin Abdul Kadir will receive a payment of USD 23,751 less the normaldeductions for tax and national insurance contributions in lieu of fees, in addition toaccrued but unpaid monthly fees;

(c) Sridhar Krishnan will receive a payment of USD 17,499 less the normal deductions fortax and national insurance contributions in lieu of fees, in addition to accrued but unpaidmonthly fees;

(d) Olivier Maes will receive a payment of USD 17,499 less the normal deductions for taxand national insurance contributions in lieu of fees, in addition to accrued but unpaidmonthly fees;

(e) Tan Sri Wan Azmi Wan Hamzah will receive a payment of USD 21,249 less the normaldeductions for tax and national insurance contributions in lieu of fees, in addition toaccrued but unpaid monthly fees; and

(f) Guy Wollaert will receive a payment of USD 21,249 less the normal deductions for taxand national insurance contributions in lieu of fees, in addition to accrued but unpaidmonthly fees.

General7.3 Save as disclosed above:

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(a) there are no service agreements or letters of appointment in force between any directoror proposed director of PureCircle;

(b) none of the service agreements or letters of appointment provide for benefits upontermination;

(c) none of the service agreements or letters of appointment described above were enteredinto during the six months preceding the date of this document, nor have anyamendments been made to any such service agreement or letter of appointment duringthat period; and

(d) there are no service agreements or letters of appointment of any director or proposeddirector of PureCircle or of any of its subsidiaries which do not expire or cannot beterminated by PureCircle or its relevant subsidiary within the next 12 months withoutpayment of compensation (other than statutory compensation) or in respect of whichthere are provisions for pre-determining compensation on termination of an amountwhich equals or exceeds 12 months’ salary and benefits in kind.

8. Irrevocable Undertakings in respect of the Scheme and the ResolutionsBidco has received Irrevocable Undertakings from certain PureCircle Shareholdersand from certain PureCircle Directors, together holding, in aggregate, 125,646,276PureCircle Shares representing approximately 68.1 per cent. of the existing issuedshare capital of PureCircle in issue as at close of business on the Last PracticableDate.

The following holders or controllers of PureCircle Shares have given Irrevocable Undertakingsto vote (and, if applicable, procure the vote) in favour of the Scheme at the Court Meetingand the Resolutions at the General Meeting or, if Bidco exercises its right to implement theAcquisition by way of a Takeover Offer, to accept or procure acceptance of any such offer.

8.1 Cash OfferPureCircle DirectorsEach of Olivier Maes and Guy Wollaert have given Irrevocable Undertakings to vote (orprocure the voting) in favour of the Scheme at the Court Meeting and the Resolutions at theGeneral Meeting (or in the event that the Acquisition is implemented by way of a TakeoverOffer, to accept, or procure the acceptance of, the Takeover Offer) and accept or procureacceptance of, at their option, the Cash Offer or the Share Alternative:

Person giving Irrevocable Undertaking

Number ofPureCircleShares in

respect of whichundertaking

is given

Percentage ofPureCircle’s

current issuedshare capital (%)

Olivier Maes 513,821 0.3Guy Wollaert 26,200 0.0

Total 540,021 0.3

These Irrevocable Undertakings remain binding in the event of a competing offer and shallonly lapse and cease to have effect if the Acquisition lapses or is withdrawn withoutbecoming wholly unconditional but shall terminate if: (i) the Scheme (or Takeover Offer, asapplicable) is withdrawn or lapses in accordance with its terms and no new, revised orreplacement Scheme (or Takeover Offer, as applicable) has been announced by Bidco or itsaffiliates, provided that this shall not apply where the Scheme is withdrawn or lapses as aresult of Bidco exercising its right to implement the Acquisition by way of a Takeover Offerrather than the Scheme; or (ii) Bidco publically announces before the Scheme Document orthe Offer Document (as the case may be) is published, that it does not intend to proceedwith the Acquisition.

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8.2 Share AlternativePureCircle DirectorsPeter Lai Hock Meng has given Irrevocable Undertakings to vote (or procure the voting) infavour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or inthe event that the Acquisition is implemented by way of a Takeover Offer, to accept, orprocure the acceptance of, the Takeover Offer) and accept or procure acceptance of (asapplicable) the Share Alternative:




is given



Peter Lai Hock Meng 381,693 0.2

Total 381,693 0.2

His Irrevocable Undertaking remains binding in the event of a competing offer and shall onlylapse and cease to have effect if the Acquisition lapses or is withdrawn without becomingwholly unconditional but shall terminate if: (i) the Scheme (or Takeover Offer, as applicable) iswithdrawn or lapses in accordance with its terms and no new, revised or replacementScheme (or Takeover Offer, as applicable) has been announced by Bidco or its affiliates,provided that this shall not apply where the Scheme is withdrawn or lapses as a result ofBidco exercising its right to implement the Acquisition by way of a Takeover Offer rather thanthe Scheme; or (ii) Bidco publically announces before the Scheme Document or the OfferDocument (as the case may be) is published, that it does not intend to proceed with theAcquisition.

PureCircle ShareholdersEach of Asian Investment Management Services Limited, Magomet Malsagov, OLAMInternational Limited, Halfmoon Bay Capital, Wang Tak Company Ltd., Tan Boon Seng andthe Alwaha Fund Limited (an investment vehicle of Wan Azmi Wan Hamzah, Tan Sri) havegiven Irrevocable Undertakings to vote (or procure the voting) in favour of the Scheme at theCourt Meeting and the Resolutions at the General Meeting (or in the event that theAcquisition is implemented by way of a Takeover Offer, to accept, or procure the acceptanceof, the Takeover Offer) and accept or procure acceptance of (as applicable) the ShareAlternative:




is given



Halfmoon Bay Capital Limited 14,432,228 7.8Alwaha Fund Limited 6,201,706 3.4Asian Investment Management Services Limited 7,611,394 4.1Magomet Malsagov 15,304,513 8.3Wang Tak Company Limited 45,392,610 24.6Tan Boon Seng 5,237,502 2.8OLAM International Limited 30,544,609 16.5

Total 124,724,562 67.6

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These irrevocable undertakings remain binding in the event of a competing offer and, with theexception of the irrevocable undertaking given by OLAM International Limited, shall only lapseand cease to have effect if the Acquisition lapses or is withdrawn without becoming whollyunconditional but shall terminate if: (i) the Scheme (or Takeover Offer, as applicable) iswithdrawn or lapses in accordance with its terms and no new, revised or replacementScheme (or Takeover Offer, as applicable) has been announced by Bidco or its affiliates,provided that this shall not apply where the Scheme is withdrawn or lapses as a result ofBidco exercising its right to implement the Acquisition by way of a Takeover Offer rather thanthe Scheme; or (ii) Bidco publically announces before the Scheme Document or the OfferDocument (as the case may be) is published, that it does not intend to proceed with theAcquisition.

The irrevocable undertaking given by OLAM International Limited remains binding in the eventof a competing offer and shall only lapse and cease to have effect if the Acquisition lapsesor is withdrawn without becoming wholly unconditional but shall terminate if: (i) the Scheme(or Takeover Offer, as applicable) is withdrawn or lapses in accordance with its terms and nonew, revised or replacement Scheme (or Takeover Offer, as applicable) has been announcedby Bidco or its affiliates, provided that this shall not apply where the Scheme is withdrawn orlapses as a result of Bidco exercising its right to implement the Acquisition by way of aTakeover Offer rather than the Scheme; (ii) Bidco publically announces before the SchemeDocument or the Offer Document (as the case may be) is published, that it does not intendto proceed with the Acquisition; or (iii) the Court Meeting has not been held, or (if theAcquisition is implemented by way of a Takeover Offer) the Offer Document has not beendeemed to have been received by OLAM International Limited by 5 p.m. (London time) on9 August 2020, or such later date as may be agreed between OLAM International Limitedand Bidco. Subject to Bidco providing OLAM International Limited with evidence that it hastaken all the steps that it would reasonably be expected to take to convene the CourtMeeting, OLAM International Limited has agreed that it shall not unreasonably refuse toextend its obligations under the irrevocable undertaking until 5 p.m. (London time) on9 September 2020.

9. No set-off of considerationSettlement of the consideration to which any Scheme Shareholder is entitled under theAcquisition will be implemented in full in accordance with the terms of the Acquisition withoutregard to any lien, right of set-off, counterclaim or other analogous right to which Bidco mayotherwise be, or claim to be, entitled against such Scheme Shareholder.

10. Significant changeSave as disclosed in this document, there has been no significant change in the financial ortrading position of PureCircle since 31 December 2019, being the date to which PureCircle’sunaudited interim results for the preceding six month period were prepared.

11. Bases of calculations and sources of information11.1 As at the Last Practicable Date, there were 184,564,254 PureCircle Shares in issue.

11.2 As at the Last Practicable Date, the Scheme Shares anticipated to be eligible to be voted onat the Scheme at the Court Meeting are 184,564,254.

11.3 The number of PureCircle Shares in issue and to be issued of 185,956,438 has beencalculated as at the Last Practicable Date and consists of:

(a) 184,564,254 PureCircle Shares in issue as set out in paragraph 11.1; plus

(b) 817,184 PureCircle Shares being PureCircle Shares that may be issued following thesettlement of awards granted under the PureCircle Share Plans; plus

(c) 575,000 PureCircle Shares being PureCircle Shares that may be issued following thesettlement of awards granted under the Loyalty Plan.

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11.4 There will be additional PureCircle Shares issued after the Last Practicable Date inconnection with the salary of the Chief Executive Officer of PureCircle, as set out inparagraph 9 of Part II, but these have not been included within this balance as the number ofany such PureCircle Shares which may be issued will be calculated based on the VWAP fivetrading days before the allotment date as converted into US Dollars using the Bank ofEngland spot rate for conversion of Sterling into US Dollars on the day that was five tradingdays before the allotment date.

11.5 The aggregate value of the Acquisition of approximately £186.0 million has been calculatedon the basis the Cash Offer of 100 pence, multiplied by the number of PureCircle Shares inissue and to be issued of 185,956,438 as set out in paragraph 11.3 above.

11.6 The figures in paragraphs 11.3(b) and 11.3(c) above include all awards made under thePureCircle Share Plans and any Loyalty Plans which will be vested upon the Scheme beingsanctioned by the Court on the date of the Scheme Court Hearing. A cash cancellationproposal is being made under Rule 15 of the Code to selected relevant individuals. If therelevant individuals accept this proposal, no PureCircle Shares will be issued in connectionwith the relevant awards under such proposal.

11.7 Unless otherwise indicated, references to a percentage of PureCircle Shares are based onthe 184,564,254 PureCircle Shares in issue at the Last Practicable Date.

11.8 Unless otherwise stated, the exchange rate used in this document for USD:GBP of 1.2277 isas at Last Practicable Date and has been derived from Bloomberg.

11.9 The International Securities Identification Number (ISIN) for PureCircle Shares isBMG7300G1096.

11.10 Unless otherwise stated, financial information concerning Ingredion has been extracted fromthe Annual Report on Form 10-K of Ingredion for the year ended 31 December 2019.

11.11 Unless otherwise stated, financial information relating to the PureCircle Group has beenextracted or derived (without any adjustment) from the PureCircle Group’s auditedconsolidated financial statements for the financial year ended 30 June 2019, and theunaudited interim results of PureCircle for the six months to 31 December 2019, eachprepared in accordance with IFRS. Adjusted EBITDA is earnings before interest, taxation,depreciation, amortisation and exceptional items. It is a non-IFRS measure which PureCircleuses to assess its performance. Adjusted earnings per share are calculated on post-taxadjusted EBITDA.

11.12 Certain figures included in this document have been subjected to rounding adjustments.Accordingly, figures shown for the same category presented in different tables may varyslightly and figures shown as totals in certain tables may not be an arithmetic aggregation ofthe figures that precede them.

11.13 Unless otherwise stated, all prices and closing prices for PureCircle Shares are closingmiddle market quotations derived from the PureCircle summary page of the London StockExchange website.

12. Acquisition-related fees and expenses12.1 The aggregate fees and expenses which are expected to be incurred by Bidco in connection

with the Acquisition are estimated to amount to £7.8 million to £7.9 million plus VAT or similartaxes, where applicable. This aggregate number consists of the following categories:

(a) financing arrangements(1): £1.1 million;

(b) financial advice(1): £3.3 million;

(c) legal advice(1),(2): £3.2 million to £3.3 million;

(d) accounting advice(1): £0.2 million;

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(e) other professional services(1): £0.05 million; and

(f) other costs and expenses: £0.02 million.

—————Notes:(1) Certain of the amounts shown above were denominated in currencies other than GBP and converted to GBP using the

applicable exchange rate as at the Last Practicable Date. For amounts denominated in USD, the relevant exchangerate was USD:GBP of 1.2277.

(2) These services are charged primarily by reference to hourly or daily rates. Amounts included here reflect the timeincurred up to the Last Practicable Date and an estimate of the further time required.

(3) Amounts have been subjected to rounding adjustments.

12.2 The aggregate fees and expenses which are expected to be incurred by PureCircle inconnection with the Acquisition are estimated to amount to £1.7 million plus applicable VAT.This aggregate number consists of the following categories:

(a) financial and corporate broking advice: £1.0 million;

(b) legal advice: £0.5 million;

(c) public relations advice: £0.1 million; and

(d) other costs and expenses: £0.1 million.

—————Notes:(1) Certain of the amounts shown above were denominated in currencies other than GBP and converted to GBP using the

applicable exchange rate as at the Last Practicable Date. For amounts denominated in USD, the relevant exchangerate was USD:GBP of 1.2277.

(2) Some of these services are charged by reference to hourly or daily rates. Amounts included above reflect time incurredup to the Last Practicable Date and an estimate of further time required.

(3) Amounts have been subjected to rounding adjustments.

13. Ratings information13.1 No ratings agency has publicly accorded Bidco with any current credit rating or outlook.

13.2 No ratings agency has publicly accorded PureCircle with any current credit rating or outlook.

14. Other information14.1 Save as disclosed in this document, Bidco is not a party to any agreement or arrangement

which relates to the circumstances in which it may or may not invoke or seek to invoke acondition to the Scheme.

14.2 KPMG has given and not withdrawn its written consent to the issue of this document with theinclusion of the references to its name in the form and context in which they appear.

14.3 Citi has given and not withdrawn its written consent to the issue of this document with theinclusion of the references to its name in the form and context in which they appear.

14.4 Save for any transfer of PureCircle Shares by Bidco to any member of the Wider BidcoGroup, there is no agreement, arrangement or understanding whereby the ownership of anyof the PureCircle Shares to be acquired by Bidco pursuant to the Scheme will be transferredto any other person.

14.5 Save as disclosed in this document, no proposal exists in connection with the Acquisitionthat any payment or other benefit shall be made or given by Bidco to any PureCircle Directoras compensation for loss of office or as consideration for, or in connection with, hisretirement from office.

14.6 The financial information on the PureCircle Group contained or cross-referred to in thisdocument does not constitute statutory accounts. Statutory accounts of PureCircle for each ofthe three years ended, respectively, on 30 June 2017, 30 June 2018 and 30 June 2019 havebeen delivered to the Registrar of Companies. The auditors of PureCircle have made reportson each of these statutory accounts. The auditors’ reports on the financial information on thePureCircle Group for the financial years ended on 30 June 2017 and on 30 June 2018 wereboth unqualified. However, the auditors’ report on the financial information on the PureCircleGroup for the financial year ended on 30 June 2019 contained a qualified opinion, as set outon page 72 of the annual report on the PureCircle Group for the 2019 financial year.

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14.7 Settlement of the consideration to which each Scheme Shareholder is entitled under theScheme will be implemented in full in accordance with the terms of the Scheme withoutregard to any lien, right of set-off, counterclaim or other analogous right to which Bidco mayotherwise be, or claim to be entitled, against such shareholder.

14.8 The global COVID-19 pandemic is restricting the ability of PureCircle and the ReceivingAgent to issue and post hard copy documents in the usual way. As a result, no copies of thisdocument, or a circular summarising the terms and conditions of the Acquisition shall be sentto any person other than the PureCircle Shareholders and persons with information rights. Atthe time of this document, it is uncertain to what extent any further requests for hard copydocuments can be satisfied during the upcoming period.

14.9 If you have any questions relating to the completion and return of the Forms of Proxy, theForms of Instruction, the Form of Election, the online Computershare portal or the CRESTElectronic Voting Service, please call the Shareholder Helpline on +44 (0) 370 707 4040which is charged at the standard geographic rate and will vary by provider.

14.10 Lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (excluding publicholidays in the UK). Calls may be recorded and monitored for security and training purposes.The operators of the Shareholder Helpline cannot provide advice on the Acquisition or giveany financial, tax, investment or legal advice.

15. Documents available for inspectionCopies of the following documents have been, or will be on the date of this document,published on PureCircle’s website at www.purecircle.com/about-purecircle/offer-for-purecircle/and on Bidco’s website on www.ingredioncompany.co.uk until the Effective Date:

(a) the Acquisition Announcement;

(b) the PureCircle Bye-Laws;

(c) the PureCircle Bye-Laws, as proposed to be amended pursuant to paragraph 1 ofthe Special Resolutions;

(d) the New PureCircle Bye-laws, as proposed to be adopted to replace the PureCircle Bye-laws pursuant to paragraph 2 of the Special Resolutions;

(e) the Bidco Articles;

(f) the audited consolidated accounts of PureCircle for the financial years ended 30 June2017, 30 June 2018 and 30 June 2019;

(g) the unaudited interim accounts of PureCircle for the six month period ended31 December 2019;

(h) the consent letters referred to in paragraph 14 of this Appendix VII;

(i) the Irrevocable Undertakings;

(j) the Bridge Facility;

(k) the Fee Letter;

(l) the Equity Subscription Agreement;

(m) the Confidentiality Agreement;

(n) the Implementation Agreement;

(o) the Clean Team Agreement;

(p) the Shareholders’ Agreement;

(q) the Initial Bidco Articles;

(r) Bidco Equity Subscription Agreement;

(s) PureCircle Equity Subscription Agreement;

(t) 2020 PureCircle Revolving Credit Facility;

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(u) HSBC Letter of Credit;

(v) Deed of Indemnity;

(w) the Junior Subordination Deed;

(x) the Senior Subordination Deed;

(y) copies of the proposal letters that are being sent to participants in the PureCircle SharePlans, as required by Rule 15 of the Takeover Code, referred to at paragraph 9 ofPart II of this document;

(z) this document;

(aa) the BLUE Form of Proxy;

(bb) the WHITE Form of Proxy;

(cc) the Forms of Instruction; and

(dd) the Form of Election.

16. Incorporation by reference16.1 Parts of other documents are incorporated by reference in, and form part of, this document.

16.2 Appendix VIII to this document sets out which sections of such documents are incorporatedinto this document.

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APPENDIX VIII

FINANCIAL INFORMATION

The following sets out financial information in respect of the PureCircle Group and Bidco as ifRule 24.3 of the Takeover Code applied. The documents (or parts thereof), the contents of whichhave previously been announced through a Regulatory Information Service and, in each case, asare available at https://purecircle.com, are incorporated into this document by reference as ifRule 24.15 of the Takeover Code applied.

PureCircle Financial Information

Information incorporated byreference Hyperlink

Page Numbersin Document(all inclusive)

The unaudited interim resultsand trading update of PureCirclefor the six month period ended31 December 2019

https://143567-415255-raikfcquaxqncofqfm.stackpathdns.com/app/uploads/9-April-2020-RNS-1HFY2020-FINAL.pdf

1-29

The audited consolidatedaccounts of PureCircle for thefinancial year ended 30 June2019 in PureCircle’s 2019Annual Report and Accounts

https://143567-415255-raikfcquaxqncofqfm.stackpathdns.com/app/uploads/PureCircle-Limited-–-Annual-Report-2019.pdf

81-136

The audited consolidatedaccounts of PureCircle for thefinancial year ended 30 June2018 in PureCircle’s 2018Annual Report and Accounts

https://143567-415255-raikfcquaxqncofqfm.stackpathdns.com/app/uploads/PureCircle-AR18.pdf

62-100

PureCircle Shareholders should note that the results and opening retained earnings for thefinancial year ended 30 June 2018 were restated and the restated figures are set out in theaudited accounts for the financial year ended 30 June 2019.

Bidco Financial InformationAs Bidco was incorporated on 1 April 2020 for the purposes of implementing the Acquisition, nofinancial information is available or has been published in respect of it. Bidco has not traded sinceits date of incorporation, has paid no dividends and has not entered into any obligations other thanin connection with the Acquisition, as summarised in paragraph 6.3 of Appendix VII of thisdocument.

No incorporation of website informationSave as expressly referred to herein, neither the content of PureCircle’s website, nor the content ofany website accessible from hyperlinks on PureCircle’s website, are incorporated into, or form partof, this document.

Neither the content of Bidco or Ingredion’s website, nor the content of any website accessible fromhyperlinks on Bidco or Ingredion’s website, are incorporated into, or form part of, this document.

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APPENDIX IX

DEFINITIONS

The following definitions apply throughout this document (with the exception of Part III) unless thecontext requires otherwise:

“£”, “GBP”, “pounds”,“pounds Sterling” “Sterling”,“pence” or “p”

the lawful currency of the UK

“€”, “EUR” or “Euro” the lawful currency of the member states of the EU that haveadopted and retained a common single currency through themonetary union of the Eurozone

“$”, “USD”, “US$” or“US Dollars”

the lawful currency of the United States

“2008 LTIP” the PureCircle long-term incentive plan with a commencementdate of 10 June 2008 and an expiry date of 9 June 2018

“2017 LTIP” the PureCircle long-term incentive plan adopted on 1 December2017

“2018 PureCircle AnnualReport”

the annual report and audited accounts of the PureCircle Groupfor its financial year ended 30 June 2018

“2019 PureCircle AnnualReport”

the annual report and audited accounts of the PureCircle Groupfor its financial year ended 30 June 2019

“2020 PureCircle RevolvingCredit Facility”

has the meaning given to it in paragraph 14 of Part II of thisdocument

“Acquisition” the recommended cash acquisition, with one alternative offer (theShare Alternative), being made by Bidco to acquire the entireissued and to be issued share capital of PureCircle not alreadydirectly or indirectly owned by Bidco to be effected by means ofthe Scheme (or by way of a Takeover Offer under certaincircumstances described in this document) and, where thecontext admits, any subsequent revision, variation, extension orrenewal thereof

“Acquisition Announcement” the firm offer announcement of the Acquisition made in line withRule 2.7 of the Takeover Code on the Announcement Date

“Adjusted EBITDA” earnings before interest, taxation, depreciation, amortisation andexceptional items

“Agent” or “Security Agent” has the meaning given to it in paragraph 6.1(g) of Appendix VII ofthis document

“AIM” the regulated sub-market of the London Stock Exchange namedAIM and formerly known as the Alternative Investment Market

“Announcement Date” 9 April 2020

“Arranger” has the meaning given to it in paragraph 6.1(g) of Appendix VII ofthis document

“Authorisations” regulatory authorisations, orders, recognitions, grants, consents,clearances, confirmations, certificates, licences, permissions orapprovals

“Awardholder Proposals” the proposals to be sent to holders of share awards under orparticipants in the PureCircle Share Plans

“BACS” Banking Automated Clearing System

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“Bermuda Companies Act” or“Companies Act”

the Bermuda Companies Act 1981, as amended

“Bidco” Ingredion SRSS Holdings Limited, a company incorporated inEngland and Wales under registered number 12542326, whoseregistered address is at Ingredion House Manchester Green, 339Styal Road, Manchester, United Kingdom, M22 5LW

“Bidco Articles” has the meaning set out in paragraph 14 of Part II of this document

“Bidco A Shares” the ordinary A shares in the capital of Bidco from time to time

“Bidco B Shares” the ordinary B shares in the capital of Bidco from time to time

“Bidco Directors” or“Bidco Board”

the directors of Bidco whose names at the date of this documentare set out in paragraph 2.2 of Appendix VII of this document, or,where the context so requires, the directors of Bidco from time totime

“Bidco Equity Injection” the subscription by Ingredion for additional ordinary A shares inBidco to take place immediately after the Scheme becomesEffective

“Bidco Equity SubscriptionAgreement”

has the meaning set out in paragraph 6.2(b) of Appendix VII of thisdocument

“Bidco Group” Bidco and its subsidiaries and subsidiary undertakings and, wherethe context permits, each of them including, following completionof the Acquisition, the PureCircle Group

“Bidco Shareholders” the holders of shares in Bidco from time to time

“Bidco Shares” the Bidco A Shares and the Bidco B Shares

“BLUE Form of Instruction” the BLUE form of instruction for use in relation to the CourtMeeting, which accompanies this document if you hold PureCircleShares in uncertificated form (that is, in CREST)

“BLUE Form of Proxy” the BLUE form of proxy for use in relation to the Court Meeting,which accompanies this document if you hold PureCircle Sharesin certificated form (that is, not in CREST)

“BNP” has the meaning given to it in paragraph 6.1(i) of Appendix VII ofthis document

“BNP Master Agreement” has the meaning given to it in paragraph 6.1(i) of Appendix VII ofthis document

“BNP Swap Business Day” has the meaning given to it in paragraph 6.1(i) of Appendix VII ofthis document

“BNP Swap Confirmation” has the meaning given to it in paragraph 6.1(i) of Appendix VII ofthis document

“BNP Swap Effective Date” has the meaning given to it in paragraph 6.1(i) of Appendix VII ofthis document

“BNP Swap Event of Default” has the meaning given to it in paragraph 6.1(i) of Appendix VII ofthis document

“BNP Swap Payment Date” has the meaning given to it in paragraph 6.1(i) of Appendix VII ofthis document

“BNP Swap Termination Date” has the meaning given to it in paragraph 6.1(i) of Appendix VII ofthis document

“BNP Swap Transaction” has the meaning given to it in paragraph 6.1(i) of Appendix VII ofthis document

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“Board” in relation to Bidco or PureCircle, the board of directors of therelevant company

“Borrower” has the meaning given to it in paragraph 6.1(g) of Appendix VII ofthis document

“Bridge Closing Date” has the meaning given to it in 6.2(d) of Appendix VII of thisdocument

“Bridge Facility” has the meaning given to it in paragraph 14 of Part II of thisdocument

“Business Day” a day (other than Saturdays, Sundays and UK public holidays) onwhich banks are open for business in London, United Kingdom

“Cash Consideration” the cash consideration payable to Scheme Shareholders inconnection with the Cash Offer pursuant to the Schemecomprising of 100 pence per Scheme Share, as furtherdescribed in paragraph 2 of Part I of this document

“Cash Offer” the arrangements set out in paragraph 2 of Part I of this document,pursuant to which eligible Scheme Shareholders may receive100 pence in cash for each Scheme Share

“certificated” or“in certificated form”

a share or other security which is registered as being held incertificated form (that is, not in CREST)

“CHAPS” Clearing House Automated Payment System

“Citi” Citigroup Global Markets Limited, a private limited companyincorporated in England and Wales with company number01763297 and having its registered office at Citigroup Centre,Canada Square, Canary Wharf, London, E14 5LB, acting asfinancial adviser to Bidco and Ingredion

“Clean Team Agreement” the clean team agreement dated 18 February 2020 betweenPureCircle and Ingredion, as described in paragraph 14 of Part IIof this document

“Clean Team Only Information” has the meaning given to it in paragraph 14 of Part II of thisdocument

“Clearances” the meaning given in to it paragraph 14 of Part II of this document

“Closing Price” the closing middle market price of an PureCircle Share on aparticular trading day as derived from the Daily Official List

“CMA Phase 2 Reference” a reference of the Acquisition to the chair of the Competition andMarkets Authority for the constitution of a group under Schedule 4to the Enterprise and Regulatory Reform Act 2013

“Code Committee” has the meaning given to it in the Implementation Agreement

“Code Expert” has the meaning given to it in the Implementation Agreement

“Combined Group” the enlarged group following the Effective Date, comprising theBidco Group and the PureCircle Group

“Computershare” Computershare Investor Services PLC, a public limited companyincorporated in England and Wales with company number03498808 and having its registered office at The Pavilions,Bridgwater Road, Bristol BS99 6AH, United Kingdom

“Conditions” the conditions to the implementation of the Acquisition (includingthe Scheme) which are set out in Part A of Appendix I of thisdocument

“Conditions of MaterialSignificance”

the Conditions set out in paragraphs 3(k) to 3(m) inclusive, inPart A of Appendix I of this document

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“Confidentiality Agreement” the confidentiality agreement dated 11 January 2020 betweenPureCircle and Ingredion, as described in 14 of Part II of thisdocument

“Connected persons” has the meaning given to it in the UK Companies Act

“Court” the Supreme Court of Bermuda

“Court Meeting” the meeting of the Scheme Shareholders convened pursuant to anorder of the Court pursuant to section 99 of the Companies Act toconsider and, if thought fit, approve (with or without modification)the Scheme, including any adjournment thereof, notice of which isset out in Appendix X to this document

“Court Order” the order of the Court sanctioning the Scheme

“COVID-19” the global coronavirus pandemic in 2019 and 2020

“CREST” the relevant system (as defined in the CREST Regulations) inrespect of which Euroclear is the Operator (as defined in theCREST Regulations) in accordance with which securities may beheld and transferred in uncertificated form

“CREST Electronic VotingService”

the electronic proxy appointment service that operates inaccordance with the procedures set out in the CREST Manual

“CREST Manual” the CREST Manual issued by Euroclear and dated May 1996

“CREST member” a person, who is, in relation to CREST, a system member (asdefined in the CREST Regulations)

“CREST participant” a person who is, in relation to CREST, a system participant (asdefined in the CREST Regulations)

“CREST Receiving Agent” Computershare

“CREST Regulations” the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)(as amended)

“CREST sponsor” a person who is, in relation to CREST, a sponsoring systemparticipant (as defined in the CREST Regulations)

“CREST sponsored member” a CREST member admitted to CREST as sponsored member

“CREST Voting Instruction” the proxy appointment or instruction made using the CRESTservice, properly authenticated in accordance with thespecifications of Euroclear and containing the informationrequired by the CREST Manual

“C(WUMP)O” the Companies (Winding Up and Miscellaneous Provisions)Ordinance (Cap. 32, Laws of Hong Kong)

“Daily Official List” the daily official list of the London Stock Exchange

“Dealing Disclosure” has the same meaning as in Rule 8 of the Takeover Code

“Debt Facilities” (a) the Senior Facilities Agreement;

(b) 2020 PureCircle Revolving Credit Facility; and

(c) the Shareholder Loan Agreement

“Deed of Indemnity” has the meaning given to it in paragraph 14 of Part II of thisdocument

“Disclosed” information disclosed by, or on behalf of, PureCircle, either:

(a) in PureCircle’s audited financial statements for the financialyear ended 30 June 2019;

(b) the Acquisition Announcement; or

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(c) information provided in the electronic data room establishedby PureCircle for the purposes of the Acquisition, prior to thedate of this document

“Disclosure Guidance andTransparency Rules”

the FCA sourcebook containing the Disclosure Guidance, beingguidance on aspects of the disclosure requirements under theMarket Abuse Regulation (Regulation 596/2014) andTransparency Rules, being the rule made under section73A(6) of the FSMA that relate to major shareholdings and thenotification and dissemination of information by issues oftransferrable securities

“EBITDA” earnings before interest, taxation, depreciation and amortisation

“Effective” in the context of the Acquisition:

(a) if the Acquisition is implemented by way of the Scheme, theScheme having become effective in accordance with itsterms and the Bermuda Companies Act, upon delivery of theScheme Court Order to the Registrar of Companies; or

(b) if the Acquisition is implemented by way of a Takeover Offer,such Takeover Offer having been declared or becomeunconditional in all respects

“Effective Date” the date upon which the Scheme becomes Effective

“Election Return Time” 1.00 p.m. (London time) on 30 June 2020 or such later date andtime (if any) as PureCircle and Bidco may agree and PureCirclemay announce through a Regulatory Information Service

“Electronic Election” an electronic election (by means of a TTE instruction) toEuroclear, which must be properly authenticated in accordancewith Euroclear’s specifications as described in paragraph 3b ofAppendix IV of this document

“Encumbrance” a charge, debenture, mortgage, pledge, lien, security interest, titleretention, assignment, restriction, right of first refusal, option, rightof pre-emption or other third party right or interest of any kind,whether granted for the purpose of security or not and“Encumbrances” means all those kinds of right or interest

“Equity SubscriptionAgreement”

the agreement between Bidco and Ingredion dated 9 April 2020pursuant to which Ingredion will subscribe for such number ofBidco A Shares as equals the number of PureCircle Shares to beacquired by Bidco pursuant to the Cash Offer minus 100

“Estimate of Value” has the meaning given to it in Appendix V of this document

“EU” the European Union

“Euroclear” Euroclear UK & Ireland Limited, a private limited liability companyincorporated in England and Wales with company number 287873and having its registered office at 33 Cannon Street,London EC4M 5SB

“Excluded Shares” any PureCircle Shares which are either registered in the name ofor beneficially owned by any member of the Bidco Group ordirectly or indirectly by Ingredion or held by the Company intreasury at any relevant date or time

“Explanatory Statement” the explanatory statement prepared in compliance with section100(1)(a) of the Bermuda Companies Act and contained in Part IIof this document

“Facilities” has the meaning given to it in paragraph 6.1(g) of Appendix VII ofthis document

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“FCA” or “Financial ConductAuthority”

the UK Financial Conduct Authority acting in its capacity as thecompetent authority for the purposes of Part VI of FSMA

“Fee Letter” has the meaning given to it in 6.2(d) of Appendix VII of thisdocument

“Form of Election” or“PINK Form of Election”

the PINK form of election for use by PureCircle Shareholders whowish to elect the Share Alternative, which accompanies thisdocument if you hold PureCircle Shares in certificated form (thatis, not in CREST)

“Forms of Instruction” Either or both the BLUE Form of Instruction or the WHITE Form ofInstruction, as the context requires

“Forms of Proxy” Either or both the BLUE Form of Proxy or the WHITE Form ofProxy, as the context requires

“FSMA” the Financial Services and Markets Act 2000, as amended

“FTSE All-Share Index” the aggregation of the FTSE 100, FTSE 250 and FTSE Small CapIndexes

“FY 2019” the financial year ended 30 June 2019

“FY 2020” the financial year ending 30 June 2020

“General Meeting” the special general meeting of PureCircle Shareholders (includingany adjournment thereof) to approve the resolutions in connectionwith, amongst other things, the implementation of the Scheme, theamendment of the PureCircle Bye-laws and the PureCircle EquityInjection, notice of which is set out in Appendix XI to thisdocument

“Governmental Entity” any supranational, national, state, municipal, local or foreigngovernment, any instrumentality, subdivision, court, arbitrator orarbitrator panel, regulatory or administrative agency orcommission, or other authority thereof, or any regulatory orquasi-regulatory organisation or private body exercising anyregulatory, taxing, importing or other governmental or quasi-governmental authority

“Guarantors” has the meaning given to it in paragraph 6.1(g) of Appendix VII ofthis document

“HMRC” Her Majesty’s Revenue & Customs and, where relevant, anypredecessor body which carried out part of its functions andreferences to any approval by HMRC shall, where appropriate,include approval by an officer of Her Majesty’s Revenue &Customs

“holder” a registered holder entered in the register of members of theapplicable company

“HSBC Labuan” has the meaning given to it in paragraph 14 of Part II of thisdocument

“HSBC Letter of Credit” has the meaning given in paragraph 14 of Part II of this document

“HSBC Line Letter” has the meaning given in paragraph 14 of Part II of this document

“HSBC Malaysia” HSBC Bank Malaysia Berhad

“HSBC Master Agreement” has the meaning given to it in paragraph 6.1(i) of Appendix VII ofthis document

“HSBC Swap Business Day” has the meaning given to it in paragraph 6.1(i) of Appendix VII ofthis document

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“HSBC Swap Confirmation” has the meaning given to it in paragraph 6.1(i) of Appendix VII ofthis document

“HSBC Swap Effective Date” has the meaning given to it in paragraph 6.1(i) of Appendix VII ofthis document

“HSBC Swap Event of Default” has the meaning given to it in paragraph 6.1(i) of Appendix VII ofthis document

“HSBC Swap Payment Date” has the meaning given to it in paragraph 6.1(i) of Appendix VII ofthis document

“HSBC Swap Termination Date” has the meaning given to it in paragraph 6.1(g) of Appendix VII ofthis document

“HSBC Swap TerminationEvent”

has the meaning given to it in paragraph 6.1(i) of Appendix VII ofthis document

“HSBC Swap Transaction” has the meaning given to it in paragraph 6.1(i) of Appendix VII ofthis document

“HSBC US” has the meaning given to it in paragraph 14 of Part II of thisdocument

“IFRS” International Financial Reporting Standards

“Incoming PureCircle Directors” has the meaning given to it in paragraph 7 of Part I of thisdocument

“Implementation Agreement” the implementation agreement between PureCircle and Ingredion,as described in paragraph 14 of Part II of this document

“Ingredion” Ingredion Incorporated, a Delaware corporation with its registeredaddress at 5 Westbrook Corporate Center, Westchester, Illinois,USA, 60154

“Ingredion Directors” or“Ingredion Board”

the directors of Ingredion whose names at the date of thisdocument are set out in paragraph 2.2 of Appendix VII, or, wherethe context so requires, the directors of Ingredion from time to time

“Ingredion Group” Ingredion, Ingredion Incorporated and all its subsidiaryundertakings from time to time

“Ingredion ResponsiblePersons”

has the meaning given to it in paragraph 1.3 of Appendix VII of thisdocument

“Initial Bidco Articles” has the meaning given to it in Appendix VIII of this document

“IPO” Initial Public Offering

“Irrevocable Undertakings” the irrevocable undertakings to vote (or procure the voting) infavour of the Scheme at the Court Meeting and the Resolutions atthe General Meeting, from the PureCircle Directors and certainother Scheme Shareholders received by Bidco details of whichare set out in Appendix VII of this document

“ISA” Individual Savings Account

“ISDA” has the meaning given to it in paragraph 6.1(i) of Appendix VII ofthis document

“ISIN” International Securities Identification Number

“Junior Subordination Deed” has the meaning given in paragraph 14 of Part II of this document

“KPMG” KPMG LLP, a limited liability partnership registered in England andWales with registered number OC301540 and which has itsregistered office at 15 Canada Square, London E14 5GL, UnitedKingdom

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“Last Practicable Date” 12 May 2020 (being the last practicable date prior to thepublication of this document)

“Lenders” has the meaning given to it in paragraph 6.1(g) of Appendix VII ofthis document

“Listing Rules” the listing rules made by the FCA in accordance with sections73(2) of Part VI of FSMA, as amended from time to time

“London Stock Exchange” London Stock Exchange plc

“Long Stop Date” 5.00 p.m. (London time) on 30 November 2020 or such later date(if any) as may be agreed in writing by Bidco and PureCircle (asthe Court may approve (if such approval(s) are required))

“Loyalty Plan” the retention awards granted to certain PureCircle Groupemployees in January and February 2020

“Main Market” the main market of the London Stock Exchange

“Majority Investor Director” a director of Bidco appointed from time to time by Ingredion inaccordance with the Shareholders’ Agreement as defined inparagraph 8 of Appendix II of this document

“Meetings” the Court Meeting and the General Meeting

“Minority Investor Director” a director of Bidco appointed from time to time by the MinorityInvestors in accordance with the Shareholders’ Agreement asdefined in paragraph 8 of Appendix II of this document

“Minority InvestorRepresentative”

has the meaning given to it in paragraph 16 of Appendix II of thisdocument

“Minority Investors” has the meaning given in paragraph 3 of Appendix II of thisdocument

“New PureCircle Bye-laws” has the meaning given to it in paragraph 11(b) of Part II of thisdocument

“Obligor” has the meaning given to it in paragraph 6.1(g) of Appendix VII ofthis document

“Offer Document” an offer document published by or on behalf of Bidco inconnection with a Takeover Offer, including any revised offerdocument;

“Offer Period” the offer period (as defined by the Takeover Code) relating to theAcquisition, which commenced on the Announcement Datepursuant to the Implementation Agreement

“Online Proxy Voting Service” the online Computershare share portal at that allows PureCircleShareholders who hold their PureCircle Shares in certificated form(that is, not in CREST) to submit their voting instructionselectronically at www.investorcentre.co.uk/eproxy

“Ordinary Resolution” the ordinary resolution to be proposed by PureCircle at theGeneral Meeting in connection with any reduction of the issuedshare capital of PureCircle as a result of the cancellation of theScheme Shares

“Outstanding PureCircle Debt” all the outstanding debt of PureCircle under the Debt Facilities,and including any costs, fees or charges as may be incurred byPureCircle in connection with prepaying this debt (including,without limitation, any hedge termination costs or other break feesand costs)

“Overseas Shareholders” PureCircle Shareholders (or nominees of, or custodians ortrustees for, PureCircle Shareholders) not resident in, nornationals or citizens of, the United Kingdom

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“Panel” the UK Panel on Takeovers and Mergers (which does not havejurisdiction over the Acquisition)

“Proposals” the Acquisition, the Scheme and the resolutions at the Meetings

“Prudential RegulationAuthority”

the supervisory and regulatory body of financial services in theUnited Kingdom

“PureCircle” or “Company” PureCircle Limited, an exempted company incorporated inBermuda with limited liability under company number 40431 andhaving its registered office at Clarendon House, 2 Church Street,Hamilton HM 11, Bermuda

“PureCircle Bye-laws” the bye-laws of PureCircle adopted on 19 October 2015

“PureCircle Directors” or“PureCircle Board”

the directors of PureCircle whose names at the date of thisdocument are set out in paragraph 2.2 of Appendix VII or, wherethe context so requires, the directors of PureCircle from time totime

“PureCircle Equity Injection” the consequential subscription by Bidco for additional PureCircleShares to take place immediately following the Bidco EquityInjection

“PureCircle Equity SubscriptionAgreement”

has the meaning set out in paragraph 6.1(c) of Appendix VII of thisdocument

“PureCircle Group” PureCircle, its subsidiaries and subsidiary undertakings and,where the context permits, each of them

“PureCircle Share Plans” the 2008 LTIP and the 2017 LTIP

“PureCircle Share Rights” awards under the PureCircle Share Plans and awards to besettled in shares under the Loyalty Plan and in relation to thesalary of the Chief Executive Officer of PureCircle

“PureCircle Shareholders” the holders of PureCircle Shares from time to time

“PureCircle Shares” the existing unconditionally allotted or issued and fully paidordinary shares of US$ 0.10 each in the capital of PureCircle andany further such ordinary shares as are unconditionally allotted orissued before the Acquisition becomes Effective

“PureCircle UpdateAnnouncements”

the RNS announcements released by PureCircle on20 September 2019, 14 November 2019 and/or 5 March 2020

“PureCircle’s 1H FY20 InterimAccounts”

the unaudited interim accounts of PureCircle for the six monthperiod ended 31 December 2019

“PureCircle’s Registrar” Computershare

“RCF” has the meaning given to it in paragraph 6.1(g) of Appendix VII

“RCF Finance Parties” has the meaning given to it in paragraph 6.1(g) of Appendix VII ofthis document

“Registrar of Companies” the Registrar of Companies in Bermuda

“Regulation” Council Regulation (EC) No 139/2004

“Regulation S” Regulation S promulgated under the US Securities Act

“Regulatory Approvals” has the meaning given in the Listing Rules of the FCA

“Regulatory InformationService” or “RIS”

any of the services set out in Appendix I to the FCA’s Listing Rules

“Relevant Shareholders” has the meaning given to it in paragraph 6.1(h) of Appendix VII ofthis document

“Resolutions” the Ordinary Resolution and the Special Resolutions

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“Restricted Jurisdiction” any jurisdiction where local laws or regulations may result in a riskof civil, regulatory or criminal exposure if information concerningthe Acquisition is sent or made available to PureCircleShareholders in that jurisdiction, including, without limitation, theUnited States, Canada, Japan, South Africa, China, India, Kenyaand Australia

“Restricted OverseasShareholders”

PureCircle Shareholders (or nominees of, or custodians ortrustees for, PureCircle Shareholders) who are resident in,nationals or citizens of, a Restricted Jurisdiction

“RM” Malaysian Ringgit, the lawful currency of Malaysia

“Scheme” or “Scheme ofArrangement”

the scheme of arrangement under section 99 of the BermudaCompanies Act between PureCircle and the PureCircleShareholders in connection with the Scheme, with or subject toany modification, addition or condition approved or imposed bythe Court (where applicable) and agreed by PureCircle and Bidco

“Scheme Approval Condition” the conditions and approvals to the implementation of the Schemeas set out in Condition 2 of Part A of Appendix I of this document

“Scheme Court Hearing” the hearing of the Court to sanction the Scheme under section 99of the Bermuda Companies Act

“Scheme Court Meeting” the meeting of Scheme Shareholders to be convened pursuant toan order of the Court under section 99 of the Bermuda CompaniesAct

“Scheme Court Order” the order of the Court sanctioning the Scheme under section 99 ofthe Bermuda Companies Act

“Scheme Document” this composite scheme document

“Scheme Record Time” 6.00 p.m. (London time) on 30 June 2020 or such later time and/ordate as Bidco and PureCircle may agree

“Scheme Shareholder(s)” holders of Scheme Shares whose name appears in the register ofmembers of the Company at the Scheme Record Time and“Scheme Shareholder” means any one of them

“Scheme Share(s)” all PureCircle Shares which are:

(a) in issue as at the date of this document;

(b) (if any) issued after the date of this document and prior to theScheme Voting Record Time; and

(c) (if any) issued on or after the Scheme Voting Record Timeand before the Scheme Record Time, either on terms thatthe original or any subsequent holders thereof shall bebound by the Scheme or in respect of which the holdersthereof shall have agreed in writing to be bound by theSchemebut in each case other than the Excluded Shares

“Scheme Voting Record Time” 6.00 p.m. (London time)/ 2.00 p.m. (Bermuda time) on 15 June or,if the Court Meeting is adjourned, 6.00 p.m. (London time)/2.00 p.m. (Bermuda time) on the day which is three Business Daysbefore the date fixed for the adjourned meeting

“SDRT” Stamp Duty Reserve Tax

“Securities Act” the United States Securities Act of 1933, as amended, and therules and regulations promulgated thereunder

“Security” has the meaning given to it in paragraph 6.1(g) of Appendix VII ofthis document

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“Senior Facilities Agreement” has the meaning given to it in paragraph 6.1(g) of Appendix VII ofthis document

“Senior Finance Parties” has the meaning given to it in paragraph 6.1(g) of Appendix VII ofthis document

“Senior Subordination Deed” has the meaning given to it in paragraph 14 of Part II of thisdocument

“SFO” the Securities and Futures Ordinance (Cap. 571, Laws of HongKong)

“Share Alternative” the arrangements set out in paragraph 2 of Part I of this document,pursuant to which eligible Scheme Shareholders may elect for oneBidco B Share for each Scheme Share, in lieu of receipt of theCash Consideration

“Shareholder Helpline” the helpline with telephone number +44 (0) 370 707 4040. Linesare open from 8.30 a.m. to 5.30 p.m. (London time) Monday toFriday (excluding public holidays in the UK) charged at thestandard geographic rate and will vary by provider

“Shareholder Loan” has the meaning given to it in paragraph 6.1(h) of Appendix VII ofthis document

“Shareholder Loan Agreement” has the meaning given to it in paragraph 6.1(h) of Appendix VII ofthis document

“Shareholders’ Agreement” the shareholders agreement relating to Bidco, as described inparagraph 14 of Part II of this document

“Significant Interest” in relation to an undertaking, a direct or indirect interest of 20 percent. or more of (i) the total voting rights conferred by the equityshare capital (as defined in the UK Companies Act) of suchundertaking or (ii) the relevant partnership interest

“SIPP” self-invested personal pension

“SLA Agent” has the meaning given to it in paragraph 6.1(h) of Appendix VII ofthis document

“SLA Finance Parties” has the meaning given to it in paragraph 6.1(h) of Appendix VII ofthis document

“Special Resolutions” the special resolutions to be proposed by PureCircle at theGeneral Meeting in connection with, among other things, theimplementation of the Scheme, the issue and allotment of newPureCircle Shares to Bidco upon cancellation of the SchemeShares, the amendment of the PureCircle Bye-laws in connectionwith the Scheme, the adoption of the New PureCircle Bye-laws,the PureCircle Equity Injection and such other matters as may benecessary to implement the Scheme

“Subordination Creditors” has the meaning given to it in paragraph 14 of Part II of thisdocument

“Supply Assets” has the meaning given to it in paragraph 3(k)(i), in Part A ofAppendix I of this document

“Takeover Code” or “Code” the UK City Code on Takeovers and Mergers issued from time totime by the Panel

“Takeover Offer” should the Acquisition be implemented by way of an offer inaccordance with the provisions of section 102 of the BermudaCompanies Act, the offer to be made by or on behalf of Bidco toacquire the entire issued and to be issued share capital ofPureCircle and, where the context admits, any subsequentrevision, variation, extension or renewal of such takeover offer

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(including an offer not in accordance with the provisions of section102 of the Bermuda Companies Act) and including any electionavailable thereunder

“Takeover Panel” or “Panel” the United Kingdom Panel on Takeovers and Mergers

“Term Loan” has the meaning given to it in paragraph 6.1(g) of Appendix VII ofthis document

“Third Party” or “Third Parties” each of a central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental,administrative, fiscal or investigative body, court, trade agency,association, institution, environmental body, employeerepresentative body or any other body or person whatsoever inany jurisdiction

“UK” or “United Kingdom” the United Kingdom of Great Britain and Northern Ireland

“UK Companies Act” the Companies Act 2006, as amended

“uncertificated” or“in uncertificated form”

depositary interests of PureCircle Shares, registered as beingheld in uncertificated form in CRESTand title to which, by virtue ofthe CREST Regulations, may be transferred by means of CREST

“United States of America”,“United States” or “US”

the United States of America, its territories and possessions, anystate of the United States and the District of Columbia

“US Exchange Act” the United States Securities Exchange Act of 1934, as amended,and the rules and regulations promulgated thereunder

“US Foreign Corrupt PracticesAct”

the United States Foreign Corrupt Practices Act of 1977, asamended, and the rules and regulations promulgated thereunder

“US holder” a holder of PureCircle Shares located in or resident in the UnitedStates or who is otherwise a US Person

“US Person” a U.S. Person as defined in Rule 902(o) under the US SecuritiesAct

“US Securities Act” the United States Securities Act of 1933, as amended, and therules and regulations promulgated thereunder

“VAT” value added tax

“Voting Scheme Shareholders” the holders of Scheme Shares

“VWAP” volume weighted average price

“WHITE Form of Instruction” the WHITE form of instruction for use in relation to the GeneralMeeting, which accompanies this document if you hold PureCircleShares in uncertificated form (that is, in CREST)

“WHITE Form of Proxy” the WHITE form of proxy for use in relation to the GeneralMeeting, which accompanies this document if you hold PureCircleShares in certificated form (that is, not in CREST)

“Wider Bidco Group” Bidco and Ingredion and their respective parent undertakings,subsidiary undertakings, associated undertakings, holdingcompanies, and their respective subsidiaries, subsidiaryundertakings, associated undertakings, holding companies andany other body corporate, partnership, joint venture or person inwhich Bidco and all such undertakings (aggregating theirinterests) have a Significant Interest or which have a SignificantInterest in Bidco or any other member of the Wider Bidco Group,in each case other than any member of the Wider PureCircleGroup

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“Wider PureCircle Group” PureCircle and its subsidiaries, subsidiary undertakings,associated undertakings and any other body corporate,partnership, joint venture or person in which PureCircle and allsuch undertakings (aggregating their interests) have a SignificantInterest

For the purposes of this document, “subsidiary”, “subsidiary undertaking”, “undertaking” and“associated undertaking” have the respective meanings given thereto by the UK Companies Act.

All references to time or dates in this document are to those times and/or dates in London, unlessstated otherwise.

Words importing the singular shall include the plural and vice versa, and words importing themasculine gender shall include the feminine or neutral gender.

All references to statutory provisions or law or to any order or regulation shall be construed as areference to that provision, law, order or regulation as extended, modified, replaced or re-enactedfrom time to time and all statutory instruments, regulations and order from time to time madethereunder or deriving validity therefrom.

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APPENDIX X

NOTICE OF COURT MEETING

IN THE SUPREME COURT OF BERMUDA

CIVIL JURISDICTION

COMMERCIAL COURT

2020: No.147

IN THE MATTER OF PURECIRCLE LIMITED

– and –

SECTION 99 OF THE BERMUDA COMPANIES ACT 1981

SCHEME OF ARRANGEMENT

BETWEEN

PURECIRCLE LIMITED (THE “COMPANY”)

AND

THE SCHEME SHAREHOLDERS

NOTICE OF MEETING

NOTICE IS HEREBY GIVEN that, by an order dated 14 May 2020 made in the above matter (the“Order”), the Court has directed PureCircle Limited (“Company”) to convene a meeting of theScheme Shareholders (as defined in the Scheme referred to below), for the purpose of consideringand, if thought fit, approving (with or without modification) a scheme of arrangement, in the form ofthe Scheme of Arrangement at Part III of this document of which this notice forms part (in itspresent form or with or subject to any modifications, additions or condition agreed by the Companyand Bidco and approved or imposed by the Court), proposed to be made between the Companyand the Company’s shareholders who are subject to the Scheme (the “Scheme Shareholders”)pursuant to section 99 of the Bermuda Companies Act 1981 (the “Scheme”) and that such meetingwill be held at the offices of the Company at 12th Floor, West Wing, Rohas PureCircle, 9 Jalan P.Ramlee, 50250 Kuala Lumpur, Malaysia, on 18 June 2020 at 4.00 p.m. (Malaysia time) / 9.00 a.m.(London time) (“Court Meeting”) at which place and time all Scheme Shareholders are requestedto attend either in person or by proxy duly appointed.

A copy of the Scheme and a copy of the Explanatory Statement required to be furnished pursuantto section 100(1)(a) of the Bermuda Companies Act 1981 are incorporated in the compositeScheme Document of which this notice forms part.

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COVID-19 Restrictions and Remote ListeningIf you wish to attend the Court Meeting in person, please inform yourself of the restrictions in forcein Malaysia at the time: https://www.mkn.gov.my/web/ms/covid-19/. The Company will be strictlycomplying with these restrictions and physical access to the meeting may be refused as a result.PureCircle is putting in place arrangements for Scheme Shareholders to listen to the Court Meetingremotely using the following details: https://purecircle.zoom.us/webinar/register/WN_UqLpt-vLT7mPy8JmzqKkAw.

Please be aware that such remote listening is at the discretion of the Chairman of the meeting andthat connectivity cannot be guaranteed. Scheme Shareholders listening remotely will not be countedas being present, will not have the ability to vote and will not have the ability to speak or askquestions at the meeting.

You are therefore strongly encouraged to submit your voting instructions by the BLUE Form ofProxy, the BLUE Form of Instruction, via CREST or the online Computershare portal as soon aspossible. Doing so will not prevent you from attending and voting at the Court Meeting if therelevant COVID-19 restrictions are lifted by the time of the meeting and using your vote will assistthe Court in satisfying itself that there is a fair and reasonable representation of SchemeShareholders’ opinion.

Scheme Shareholders who hold their Scheme Shares in certificated form (that is, not in CREST)BLUE Form of Proxy

If you hold shares that are subject to the Scheme (the “Scheme Shares”) in certificated form (thatis, not in CREST) you will find enclosed with this notice a BLUE Form of Proxy for use inconnection with the Court Meeting. Whether or not you intend to attend the Court Meeting inperson, you should complete and sign this form, in accordance with the instructions printed thereon,and return it, by post or by courier, so that it will be received by Computershare Corporate ActionsProjects at The Pavilions, Bridgwater Road, Bristol BS99 6AH, United Kingdom, by 9.00 a.m.(London time) on 16 June 2020 (or, in the case of an adjourned meeting, not less than 48 hoursbefore the time of such adjourned meeting). If a BLUE Form of Proxy is not timely received, it maybe handed to the Chairman of the Court Meeting before commencing the poll, subject to anyrestrictions due to the COVID-19 pandemic.

In the case of joint holders of Scheme Shares, any one such joint holder may tender a vote,whether in person or by proxy, at the Court Meeting, however, the vote of the senior who tenders avote whether in person or by proxy will be accepted to the exclusion of the votes of the other jointholder(s) and for this purpose seniority will be determined by the order in which the names stand inthe register of members of the Company in respect of the relevant joint holding.


Instead of using the BLUE Proxy Form, you may vote electronically by logging on and submittingyour voting instructions through the Computershare share portal at www.investorcentre.co.uk/eproxy.Instructions via the Online Proxy Voting Service, must be received by Computershare by 9.00 a.m.(London time) on 16 June 2020 (or, in the case of an adjourned meeting, not less than 48 hoursbefore the time of such adjourned meeting).

Scheme Shareholders who hold their Scheme Shares in uncertificated form (that is, in CREST)BLUE Form of Instruction

If you hold your Scheme Shares in uncertificated form (that is, in CREST) you will find enclosedwith this notice a BLUE Form of Instruction for use in connection with the Court Meeting. Whetheror not you intend to attend the Court Meeting in person, you should complete and sign this form, inaccordance with the instructions printed thereon, and return it, by post or by courier, so they will bereceived by Computershare Corporate Actions Projects at The Pavilions, Bridgwater Road,Bristol BS99 6AH, United Kingdom, by 9.00 a.m. (London time) on 15 June 2020 (or, in the case ofan adjourned meeting, not less than 72 hours before the time of such adjourned meeting).

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Instead of using BLUE Form of Instruction, you may give voting instructions using the CRESTElectronic Voting Service in accordance with the procedures set out in the CREST Manual.Instructions via the CREST system, using CREST messages (under CREST ID: 3RA50) must bereceived by Computershare not later than 9.00 a.m. (London time) on 15 June 2020 in the case ofthe Court Meeting (or, in the case of an adjourned meeting, not less than 72 hours before thetime of such adjourned meeting). The Company may treat as invalid a CREST Voting Instruction inthe circumstances set out in the CREST Regulations.

Voting at the Court MeetingAny Scheme Shareholder which is a corporation may vote at the Court Meeting by a corporaterepresentative in accordance with the Bermuda Companies Act 1981.

Entitlement to attend and vote at the Court Meeting, or any adjournment thereof, and the number ofvotes which may be cast thereat will be determined by reference to the register of members of theCompany at 6.00 p.m. (London time) on the day which is two days immediately before the date ofthe Court Meeting or 6.00 p.m. (London time) on the day which is two days immediately before thedate fixed for the adjourned meeting (as the case may be). In each case, changes to the register ofmembers of the Company after such time will be disregarded in determining the rights of anyperson to attend or vote at the Court Meeting or any adjournment thereof. Voting at the CourtMeeting will be conducted as a poll rather than a show of hands.

By the Order, the Court has been requested to appoint Dato’ Robert Cheim Dau Meng or, failinghim, any other director of the Company to act as Chairman of the Court Meeting and has directedthe Chairman to report the result thereof to the Court.

The Scheme will be subject to the subsequent sanction of the Court.

Dated 18 May 2020

Conyers Dill & Pearman Limited

Attorneys for the Company

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APPENDIX XI

NOTICE OF SPECIAL GENERAL MEETING

PureCircle Limited

(registered in Bermuda with company registration number 40431)

NOTICE IS HEREBY GIVEN that a Special General Meeting (the “General Meeting”) of PureCircleLimited (the “Company”) will be held at the offices of the Company at 12th Floor, West Wing,Rohas PureCircle, 9 Jalan P. Ramlee, 50250 Kuala Lumpur, Malaysia on 18 June 2020 at 4.15 p.m.(Malaysia time) / 9.15 a.m. (London time) (or, if later, as soon thereafter as the Court Meeting (asdefined in the document of which this notice forms part, being the “Scheme Document”) convenedpursuant to the order of the Supreme Court of Bermuda for 9.00 a.m. (London time) / 4.00 p.m.(Malaysia time) on the same day and at the same place shall have concluded or been adjourned)for the purpose of considering and, if thought fit, passing the following resolutions (the“Resolutions”) as a special resolution or an ordinary resolution, as indicated below.

COVID-19 Restrictions and Remote ListeningIf you wish to attend the General Meeting in person, please inform yourself of the restrictions inforce in Malaysia at the time: https://www.mkn.gov.my/web/ms/covid-19/. PureCircle will be strictlycomplying with these restrictions and physical access to the meeting may be refused as a result.The Company is putting in place arrangements for its shareholders to listen to the General Meetingremotely using the following details: https://purecircle.zoom.us/webinar/register/WN_UqLpt-vLT7mPy8JmzqKkAw.

Please be aware that such remote listening is at the discretion of the Chairman of the meeting andthat connectivity cannot be guaranteed. Any shareholders of the Company listening remotely will notbe counted as being present, will not have the ability to vote and will not have the ability to speakor ask questions at the meeting. You are therefore strongly encouraged to submit your votinginstructions by the WHITE Form of Proxy, the WHITE Form of Instruction, via CREST or the onlineComputershare portal as soon as possible.

SPECIAL RESOLUTIONS

1. THAT with effect from the passing of this special resolution, the existing by-laws of theCompany be amended by the adoption and inclusion of the following new bye-law 82 as anew section entitled “Scheme of Arrangement”:

“82 “SCHEME OF ARRANGEMENT”

82.1 In this bye-law, references to the “Scheme” are to the scheme of arrangement dated 14 May2020 under section 99 of the Act between the Company and the Scheme Shareholders (asdefined in the Scheme (in its original form or with or subject to any modification, addition orcondition approved or imposed by the Court)) and agreed by the Company and IngredionSRSS Holdings Limited (“Bidco”), and, save as defined in this bye-law, expressions defined inthe Scheme or, if not so defined in the Scheme, defined in the Scheme Document of whichthe Scheme formed part, shall have the same meanings in this bye-law.

82.2 Notwithstanding any other provision of these Bye-laws, if the Company issues or allots anyshares (other than to Bidco or any person identified by written notice to the Company asBidco’s nominee(s) and/or subsidiary) after the approval of this bye-law but on or before theScheme Record Time, such shares shall be deemed to be issued or allotted subject to theterms of the Scheme and shall be Scheme Shares for the purposes of the Scheme and theoriginal or any subsequent holder or holders of such shares shall be bound by the Schemeaccordingly.

82.3 Subject to the Scheme becoming Effective and notwithstanding any other provision of theseBye-laws, if the Company issues or allots any shares to any person (a “New Member”) (otherthan under the Scheme or to Bidco or any person identified by written notice to the Companyas Bidco’s nominee(s) and/or subsidiary) after the Scheme Record Time (“Post-Scheme

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Shares”), such New Member (or any subsequent holder, personal representative or anynominee of such New Member or any such subsequent holder or personal representative)shall be immediately obliged to transfer the Post-Scheme Shares to Bidco (or to such otherperson as it may direct) in consideration of the payment by Bidco of an amount in cash equalto the Cash Consideration for each Post-Scheme Share.

82.4 The cash payment per share to be paid pursuant to Bye-law 82.3 may be adjusted by theDirectors of the Company, in such manner as the auditors of the Company may determine, onany reorganisation of or material alteration to the share capital of the Company (including,without limitation, any subdivision and/or consolidation or a rights issue) effected after theclose of business on the Effective Date. References in this bye-law to shares shall, followingsuch adjustment, be construed accordingly.

82.5 To give effect to any transfer required by Bye-law 82.3, the Company shall be entitled toappoint any person as attorney and/or agent (an “Attorney”) for the holder of the relevantshares (the “Relevant Holder”) (or any subsequent holder, personal representative or anynominee of such Relevant Holder) to transfer the relevant shares to Bidco and/or itsnominee(s) and/or subsidiary and do all such other things and execute and deliver (in theAttorney’s name or in the name of the Relevant Holder or otherwise) all such documents asmay in the opinion of the Attorney be necessary or desirable to transfer the relevant shares toBidco (or such other person, as it may direct) and pending such transfer to exercise all suchrights attaching to the relevant shares as Bidco may direct. If an Attorney is so appointed, theRelevant Holder shall not thereafter (except to the extent that the Attorney fails to act inaccordance with the directions of Bidco) be entitled to exercise any rights attaching to therelevant shares unless so agreed by Bidco. The Attorney shall be empowered to execute anddeliver as transferor a form of transfer or instructions of transfer on behalf of the RelevantHolder (or any subsequent holder, personal representative or any nominee of such RelevantHolder) in favour of Bidco and the Company may give a good receipt for the considerationprovided for the relevant shares concerned and may register Bidco (or such other person, as itmay direct) as holder of the relevant shares in the Register of Members and issue certificatesfor the relevant shares to such person. The Company shall not enter the name of the RelevantHolder in the Register of Members or issue a share certificate to the Relevant Holder for anyshares which are subject to a transfer required by Bye-law 82.3.

82.6 Notwithstanding any other provision of these bye-laws, neither the Company nor the Directorsshall issue or allot any shares between the Scheme Record Time and the Effective Date, orregister the transfer of any Scheme Shares effected between the Scheme Record Time andthe Effective Date.

82.7 Notwithstanding any other provision of these bye-laws, the Company and the Directors mayrefuse to register the transfer of any shares other than pursuant to the Scheme or as providedby this bye-law 82, but neither the Company nor the directors may refuse to register thetransfer of any shares pursuant to the Scheme or as provided by this bye-law 82.

82.8 If the Scheme shall not have become Effective by the date referred to in clause 8.2 of theScheme, this bye-law shall be of no effect.”

2. THAT, subject to the Scheme becoming Effective (as defined in the Scheme Document) inaccordance with its terms, the new bye-laws produced to the meeting and signed by theChairman hereof be approved and adopted as the bye-laws of the Company with effect onand from the Effective Date (as defined in the Scheme Document) in substitution for and tothe exclusion of the existing bye-laws of the Company;

3. THAT the directors of the Company be and are hereby authorised to take all such action asthey may consider necessary or appropriate for the Scheme to be implemented;

4. THAT, for the purpose of giving effect to the Scheme, subject to and simultaneously with thecancellation of the Scheme Shares (as defined in the Scheme Document), the issued sharecapital of the Company shall be restored by the application of the credit arising in the booksof account of the Company as a result of the cancellation of the Scheme Shares being appliedin paying up in full, an equal number of new ordinary shares with a par value of US$0.10each to the number of Scheme Shares cancelled, to be issued and allotted to Ingredion SRSS

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Holdings Limited (“Bidco”), be and is hereby approved and the directors of the Company beand are hereby authorised to issue and allot such new shares in the share capital of theCompany accordingly; and

5. THAT subject to the Scheme becoming Effective (as defined in the Scheme Document) inaccordance with its terms:

(a) the subscription by Bidco of up to 1,000 new ordinary shares of US$130,000 each in theshare capital of the Company for the purposes of providing the Company with cash to beused (together with PureCircle’s then existing cash resources) to repay the OutstandingPureCircle Debt (as defined in the Scheme Document), with any remaining balance to beused for general working capital purposes (the “PureCircle Equity Injection”) as set outat paragraph 2 of Part I of the Scheme Document, be and is hereby approved; and

(b) the directors of the Company be generally and unconditionally authorised for thepurposes of bye-law 2.4(d) of the Company’s existing bye-laws to give effect to thePureCircle Equity Injection and accordingly to effect the issue and allotment of the newordinary shares referred to in (a) above, provided that: (i) this authority shall expire onthe fifth anniversary of the date of this resolution; (ii) the maximum aggregate nominalamount of shares which may be allotted hereunder shall be the aggregate nominalamount of the said new ordinary shares referred to in (a) above; and (iii) this authorityshall be without prejudice and in addition to any other allotment authority previouslygranted under the said bye-law 2.4(d), and in force on, the date on which this resolutionis passed.

ORDINARY RESOLUTION

1. THAT subject to the scheme of arrangement under section 99 of the Bermuda Companies Actbetween the Company and the Scheme Shareholders (the “Scheme”) as set out in theScheme Document becoming Effective (as defined in the Scheme Document) on the EffectiveDate (as defined in the Scheme Document), any reduction of the issued share capital of theCompany as a result of the cancellation of the Scheme Shares (as defined in the SchemeDocument) be and is hereby approved.

By order of the BoardTiah Oon SuCompany Secretary18 May 2020

Registered OfficePureCircle LimitedClarendon House2 Church StreetHamilton HM11Bermuda

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Notes:1. A shareholder who is entitled to attend and vote at the General Meeting is entitled to appoint one or more proxies to attend and

speak and vote on his/her/its behalf. A shareholder may appoint more than one proxy provided that each proxy is appointed toexercise rights attached to a different share or shares held by him/her/it. A proxy need not be a shareholder of the Company.

2. AWHITE Form of Proxy for use by shareholders of the Company holding their shares in certificated form (that is, not in CREST)wishing to appoint a proxy in connection with the General Meeting is enclosed with this notice. Instructions for use are shown onthe form. Lodging a WHITE form of proxy will not prevent a shareholder from attending and voting in person at the GeneralMeeting, or any adjournment thereof, if he or she wishes to do so.

3. To appoint more than one proxy, please photocopy the WHITE Form of Proxy indicating on each copy the name of the proxy youwish to appoint and the number of shares and follow the instructions set out in the WHITE Form of Proxy.

4. The WHITE Form of Proxy should be completed and signed, in accordance with the instructions printed thereon, and returned,by post or by courier, so it will be received by Computershare Corporate Actions Projects at The Pavilions, Bridgwater Road,Bristol BS99 6AH, United Kingdom, by 9.15 a.m. (London time) on 16 June 2020 (or, in the case of an adjourned meeting, notless than 48 hours before the time of such adjourned meeting) failing which it will not be accepted.

5. The “Vote Withheld” option is provided to enable you to abstain voting on the Resolutions. 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 preparation of votes “For” and “Against” thespecified resolution.

6. The Company, pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 (as amended) and section 19 of theBermuda Companies Act 1981 (“Companies Act”), specify that entitlement to attend and vote at the General Meeting or anyadjournment thereof, and the number of votes which may be cast thereat, will be determined by reference to the register ofmembers of the Company not more than 48 hours before the time of such meeting or adjourned meeting. Changes to theregister of members after 6.00 p.m. (London time) on 15 June 2020 or, if the General Meeting is adjourned, after 6.00 p.m.(London time) on the day which is two days immediately prior to the day fixed for the adjourned meeting, will be disregarded indetermining the rights of any person to attend or vote at the General Meeting.

7. As an alternative to completing the hard copy WHITE Form of Proxy, you can appoint a proxy electronically via the onlineComputershare portal at www.investorcentre/co.uk/eproxy. For an electronic proxy to be valid, your appointment must bereceived by the Computershare no later than 48 hours before the time appointed for holding the General Meeting.

8. Shareholders of the Company who hold their shares in uncertificated form (that is, in CREST) who wish to appoint a proxy mustcomplete and sign the WHITE Form of Instruction, in accordance with the instructions printed thereon, and return it by post or bycourier, so it will be received by Computershare Corporate Actions Projects at The Pavilions, Bridgwater Road,Bristol BS99 6AH, United Kingdom, by 9.15 a.m. (London time) on 15 June 2020 (or, in the case of an adjourned meeting,not less than 72 hours before the time of such adjourned meeting) failing which it will not be accepted.

9. Alternatively, shareholders who hold shares in the Company through CREST may use the CRESTelectronic proxy appointmentservice by using the procedures described in the CREST Manual (available via www.euroclear.com). CREST personalmembers or other CRESTsponsored members, and those CREST members who have appointed a service provider(s), shouldrefer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

10. In order to give an instruction made using the CREST service to be valid, the appropriate CREST message (a “CREST VotingInstruction”) must be properly authenticated in accordance with the specifications of Euroclear, (the operator of the CRESTsystem), and must contain the information required for such instruction, as described in the CREST Manual. The message, inorder to be valid, must be transmitted so as to be received by the Receiving Agent (under CREST ID: 3RA50) not later than9.15 a.m. (London time) on 15 June 2020 for the General Meeting (or, in the case of an adjourned meeting, not later than72 hours before the time fixed for the holding of the adjourned meeting). For this purpose, the time of receipt will be taken to bethe time (as determined by the timestamp applied to the message by the CRESTapplication host) from which Computershare isable to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change ofinstructions to proxies appointed through CREST should be communicated to the appointee through other means.

11. CREST members and, where applicable, their CRESTsponsors, or voting service providers should note that Euroclear does notmake available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore,apply in relation to the input of CREST Voting Instructions. It is the responsibility of the CREST member concerned to take (or, ifthe CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, toprocure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that amessage is transmitted by means of the CRESTsystem by any particular time. In this connection, CREST members and, whereapplicable, their CRESTsponsors or voting system providers are referred, in particular, to those sections of the CREST Manualconcerning practical limitations of the CREST system and timings.

12. The Company may treat as invalid a CREST Voting Instruction in the circumstances set out in Regulation 35(5) of theUncertificated Securities Regulations 2001 (as amended).

13. Any corporation which is a shareholder can appoint one or more corporate representatives in writing (which written appointmentthe Company may require to be produced to Company’s registrars, Computershare Corporate Actions Projects, before the startof the meeting) who may exercise on its behalf all of its powers as a shareholder to attend, speak and vote at the meeting,provided that they do not do so in relation to the same shares.

14. The Resolutions will be put to a vote on a poll. On a poll, each shareholder has one vote for every share held.15. As at 12 May 2020, being the Last Practicable Date prior to publication of this notice, the Company’s issued ordinary share

capital consisted of 184,564,254 issued PureCircle Shares of US$ 0.10 each, carrying one vote each. Therefore, the total votingrights in PureCircle as at that date are 184,564,254.

16. This notice, together with information about the total numbers of shares in the Company in respect of which shareholders areentitled to exercise voting rights at the meeting as at 12 May 2020, being the Last Practicable Date prior to publication of thisnotice, can be found on the Company’s website, www.purecircle.com/about-purecircle/offer-for-purecircle/.

17. Copies of the Company’s existing bye-laws, copies of the existing bye-laws as proposed to be amended pursuant to theResolutions and copies of the new bye-laws as proposed to be adopted pursuant to the Resolutions are available for inspectionat the Company’s website, www.purecircle.com/about-purecircle/offer-for-purecircle/ and at the Company’s registered office atClarendon House, 2 Church Street, Hamilton HM11, Bermuda, until opening of business on the day on which the GeneralMeeting is held and will also be available for inspection at the place of the General Meeting for at least 15 minutes prior to andduring the General Meeting.

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