2019 AGM Voting Outcome Update Statement

20 November 2019

Hilton Food Group plc

2019 AGM voting outcome update statement

In Hilton Food Group plc's ("Hilton" or the "Group") 2019 AGM results announcement, on 21 May 2019, the Group noted that all resolutions were passed, although there was a significant minority vote against resolution 4, which related to the re-election of Robert Watson. Total votes received in favour of this resolution were 75.87%.

Following the AGM result, the Company has actively sought to engage with significant shareholders who voted against this resolution in order to better understand the reasons behind their voting decision. We understand that this related to Robert's transition from CEO to Executive Chairman and the balance of the Board.

The Board continues to believe strongly that Robert's transition from CEO to Executive Chairman (and thereafter to Non-Executive Chairman which is planned during 2020) is in the best interests of the Company. Major shareholders were consulted ahead of the appointment and were supportive of the change.

In relation to the balance of the Board, the Board and Nomination Committee have agreed to commence a process to appoint a further Independent Non-Executive Director. This process is under way and a further announcement will be made in due course following completion of this process. Following this appointment, the Board will comprise of a majority of Independent Non-Executive Directors.

For further information, please contact:

Neil George

Company Secretary

Telephone: +44 (0) 1480 387207