This announcement contains inside information for the purposes of
article 7 of the Market Abuse Regulation (EU) 596/2014.

17 February 2021

Transaction Highlights:

  • Total Produce plc (“Total Produce”), Europe’s leading fresh produce
    company, Dole Food Company, Inc. (“Dole”), and affiliates of Castle &
    Cooke, Inc. (the “C&C shareholders”), which own a 55% interest in
    Dole’s parent company (“Dole Holdings”) (together, the “Parties”), are
    pleased to announce that they have entered into a binding transaction
    agreement (the “Agreement”) to combine under a newly created, U.S. listed
    company (“Dole plc”) (the “Transaction”).
  • The Transaction will simplify the existing structure between the two
    companies by unifying Dole and Total Produce under common ownership, with
    the objective of enabling full operational integration, realisation of
    synergies and value creation across the enlarged business.
  • Under the terms of the Agreement, Total Produce shareholders will receive
    82.5% of Dole plc shares and the C&C shareholders will receive
    17.5% of Dole plc shares, in each case based on the fully diluted
    outstanding shares immediately prior to the completion of the Transaction.
  • Dole plc
    will be the global #1 in fresh produce with estimated combined 2020
    revenue of approximately US$9.7 billion, Adjusted EBITDA of
    approximately US$379 million and total assets of approximately US$4.5
    billion1.
  • Dole plc
    will be well positioned to deliver attractive long-term growth and
    utilise its increased size and network to drive market penetration and
    cross-selling. Dole plc will benefit from the strength of the
    Dole brand to further expand its product offering and pursue
    synergistic M&A in a fragmented and structurally growing industry.
  • Dole plc
    will have a balanced geographic presence with an extensive and
    diversified product portfolio, enhancing the overall financial
    resilience of the business.
  • Per the Agreement, Dole plc’s completion of an initial public
    offering and a listing on a major U.S. stock exchange is a condition
    for completion of the Transaction (the “IPO”). In connection with the
    Transaction, Dole plc intends to target raising US$500 to
    US$700 million in primary equity capital to strengthen and de-lever the
    combined balance sheet. Upon completion of the U.S. listing of Dole plc, Total Produce will cease to be listed on Euronext
    Dublin and the London Stock Exchange.
  • Supported by the delivery of synergies and improved trading
    characteristics in the U.S. public market, successful completion of the
    Transaction is expected to create significant value equivalent to at least
    €2.15 per Total Produce share (a +46% increase on yesterday’s closing share
    price2) based on achieving the minimum agreed valuation of US$215 million (as a
    condition set forth in the Agreement) for the 17.5% stake in Dole plc owned by the C&C shareholders on a fully diluted
    basis immediately prior to completion of the Transaction3.
  • Dole plc, operating under the Dole brand, will be incorporated in Ireland, with
    its Global Headquarters in Dublin, Ireland. Its headquarters for the
    Americas will be in Charlotte, North Carolina.
  • The highly regarded management teams of Total Produce and Dole, with
    combined experience of over 150 years in the fresh produce sector, will
    continue to operate the combined business.
  • The Transaction is subject to approval by Total Produce shareholders,
    regulatory approvals, market conditions and customary conditions4.

Commenting on today’s announcement, Carl McCann, Chairman of Total Produce,
said:


“I am delighted with this Transaction, which combines two highly
complementary premium businesses to create the global leader in fresh
produce. I am confident the combined business will open new avenues of
value creation for shareholders and pursue innovation in healthy
nutrition for our customers worldwide.


“Our intention to list the new company in the United States marks an
exciting next step for Dole plc. The combined company will become the
largest global player with over 170 years of history in fresh produce
in both companies, a highly diversified portfolio, resilient earnings
and a strong balance sheet that positions us well for accelerated
growth. We look forward to beginning this next chapter and providing
increased opportunity for our shareholders, dedicated employees,
customers, suppliers and partners.”

This summary should be read in conjunction with the full text of this
Announcement.

Rationale for the Transaction:


Simplifies the existing relationship structure between the two
companies by unifying Dole and Total Produce under common ownership:

  • The combination will allow for full operational integration, realisation
    of synergies and value creation across the combined business.
  • Building on the successful existing relationship between the two
    companies, the new structure facilitates strategic alignment and
    operational agility across the whole organization.


Creates potential for significant revenue synergies and cost
efficiencies and a platform to pursue growth from a broader set of
available commercial opportunities:

  • Dole plc
    expects to deliver Adjusted EBITDA synergies of between US$30 million
    and US$40 million over the medium term, largely through revenue
    expansion and cost optimization opportunities across products, regions,
    sourcing and supply chain.
  • As a result of the company’s increased footprint and brand strength, it
    expects to deepen market penetration, expand into attractive product
    categories, utilise a larger network of relationships across customers,
    distributors, suppliers and shippers, and enhance its ability to capitalise
    on an enlarged opportunity set in the produce industry.


Strengthens the combined balance sheet, unlocking future organic and
development opportunities:

  • Per the Agreement, Dole plc intends to target a primary equity
    capital raise of between US$500 and US$700 million which would
    significantly de-lever the combined balance sheet with a target of
    approximately 3.0x estimated combined net debt / Adjusted EBITDA giving
    effect to the Transaction5.
  • This strong foundation will allow the company to invest in organic and
    development opportunities and position it to achieve sustainable long-term
    growth.


Provides significant value to Total Produce shareholders from
Transaction terms, underpinned by the delivery of synergies and
improved trading characteristics in a U.S. public market context:

  • The Transaction is expected to create significant value equivalent to at
    least €2.15 per Total Produce share (a +46% increase on yesterday’s closing
    share price)6 based on an agreed floor valuation of US$215 million (as a condition set
    forth in the Agreement) for the 17.5% stake in Dole plc owned by
    the C&C shareholders on a fully diluted basis immediately prior to the
    completion of the Transaction7.
  • In addition, the Board of Directors of Total Produce believes that there
    is significant potential for further value creation, assuming Dole plc’s IPO valuation is comparable with relevant industry
    peers in a U.S. public market context.

Dole plc
Business Profile and Growth Opportunity:


Creates the premier global #1 in fresh produce, with an unrivalled
footprint and leadership position across attractive categories:

  • With estimated combined 2020 revenue of approximately US$9.7 billion, Dole plc estimates it will be approximately two times larger than
    its nearest competitor. It will have unparalleled leadership in the produce
    supply chains and end markets.
  • Dole plc
    will have greater specialisation across products, forge deeper
    relationships with customers and suppliers and avail itself of more
    operational efficiencies to drive down costs.
  • The company will have a well-balanced portfolio with strong leadership
    positions in stable categories such as bananas, pineapples and fresh
    vegetables, combined with increased size and presence in attractive growth
    categories such as soft fruit and avocados, while building its currently
    strong presence in organic produce.


Enhances overall resilience of the business with complementary core
capabilities and highly diversified presence across categories and
geographies:

  • The combined product portfolio of Dole plc is the most
    diversified in the produce industry.
  • Dole’s global cultivation and iconic Dole brand, a strategic asset which Dole plc will continue to develop, complement Total Produce’s
    business-to-business brands and on-the-ground capabilities in category
    management and innovation, delivered from over 160 facilities.
  • Total Produce’s strong presence across the European continent complements
    Dole’s deep heritage in the Americas, resulting in a well-balanced
    geographic footprint and significantly enhanced global customer insights.


Unlocks potential across the value chain, combining Dole’s vertically
integrated business model and asset base with Total Produce's flexible
and agile structure:

  • The company will benefit from greater supply chain efficiencies,
    utilising a highly valuable, strategic estimated combined 2020 total asset
    base of approximately US$4.5 billion, including significant owned land,
    vessels, salad manufacturing plants, cold storage facilities and packing
    houses.
  • Dole plc’s
    global sourcing and shipping networks will provide operating
    flexibility and product availability throughout the year, utilising own
    production capabilities and strong supplier relationships.
  • As a result of the company’s expanded sourcing and distribution network, Dole plc will have enhanced capabilities to create value from
    cultivation to market, strengthening and enhancing its partnership with
    customers.


Benefits from consumer trends towards healthier and more natural foods
in a sector well-aligned with ESG themes:

  • The fresh produce category provides highly nutritious products and has
    the lowest ecological, water and carbon footprints compared to other food
    categories8.
  • The sector is expected to provide sustainable and highly resilient
    long-term growth due to increasing demand from environmentally and socially
    conscious consumers for healthier foods and innovative meal solutions
    produced more sustainably.
  • Both companies have been at the forefront of driving positive
    environmental and social change across the industry and Dole plc
    will continue to pursue ambitious 2030 sustainability, economic and social
    and ethical targets.


Results in a resilient financial profile, with enhanced long-term
growth prospects and strong cash flows:

  • The Board of Directors of Total Produce believes the company will have
    long-term organic growth potential of 2%-3% p.a., enhanced further by
    development opportunities.
  • Dole plc’s
    earnings stability will be supported by increased diversification and
    an integrated supply chain, with a long-term target to achieve 5%-7%
    Adjusted EBITDA growth p.a., supported by synergies, efficiencies and
    development opportunities.
  • The company will benefit from strong cash flow generation to fund an
    attractive dividend pay-out ratio in line with Total Produce’s historical
    pay-out ratio.

Significant Operating Synergies from the Transaction

The Transaction is expected to generate significant EBITDA synergies of
between US$30 million and US$40 million over the medium term from revenue
expansion and cost optimization opportunities across products, regions,
sourcing and the supply chain.

Product synergies will come from accelerated strategic development of high
growth products such as avocados and soft fruit, the promotion of the Dole
brand with the Total Produce brands, and the utilisation of existing
infrastructure and distribution networks in the key markets of North
America and Europe.

Revenue enhancement will come from increased collaboration between Total
Produce and Dole in regions such as the UK, France and Spain and further
development of the service provision model with key retail customers.

Sourcing benefits will come from collaborative sourcing from key production
regions in Chile and South Africa and further coordination of the group’s
extensive procurement and supply chain network.

Supply chain benefits include increased collaboration across inland freight
and logistics in North America, further development of third-party
logistics offerings, as well as a strategic approach to the coordination of
global sea freight management.

The synergies described above are beyond and incremental to the
collaboration, efficiency and portfolio management initiatives which the
two organizations have undertaken since Total Produce’s initial 45%
investment in Dole Holdings, which was completed on 31 July 20189. On 29 January 2019, Dole successfully completed the sale of its European
salads business for approximately US$50 million. In addition, in an effort
to drive cost savings and better align time zones, Dole moved its corporate
headquarters from California to North Carolina in 2019. From a commercial
perspective, the two organisations have made meaningful progress on efforts
to cross-sell fruits and vegetables in the two companies’ respective home
markets. In addition, the two organizations have advanced steps to
consolidate logistics and procurement functions in select markets such as
South Africa, as well as to enhance Dole’s sales function in Europe.

Significant Value Creation Potential

The terms of the Transaction are expected to provide significant value to
Total Produce shareholders, supported by synergies and the improved trading
characteristics in the U.S. public market. At the Valuation Floor, the
terms of the Transaction would imply a value of €2.15 per Total Produce
share (a +46% increase on yesterday’s closing share price)10. The Board of Directors of Total Produce believes there is significant
further upside to the value creation potential, assuming that Dole plc can achieve a public trading valuation in line with
relevant industry peers.

The table below sets out the calculation of value delivered per Total
Produce share based on the terms of the agreed Valuation Floor as set forth
in the Agreement.


Floor Value of the C&C Shareholders’ Interest in Dole plc11

$ 215m

Ownership of the C&C Shareholders in Dole plc
(Pre Primary Equity Capital Raise)11

17.5%

Implied Dole plc Equity Value at IPO (Pre Primary
Equity Capital Raise)

$ 1.2bn

   Memo: Implied Dole plc Equity Value at IPO (Post
Primary Equity Capital Raise)12,13

$ 1.8bn

Dole plc
Shares Outstanding at IPO (Pre Share Consolidation)14

473.5m


Implied Dole plc Price per Share (Pre Share
Consolidation)

$ 2.60

EUR/USD Exchange Rate15

1.21


Implied Dole plc Price per Share (Pre Share
Consolidation)

€ 2.15

Dole plc
Net Debt at IPO (Pre Primary Equity Capital Raise)13,16

$ 1.4bn

   Memo: Dole plc Target Net Debt at IPO (Post Primary
Equity

Capital Raise)12,17

$ 0.9bn

Dole plc
Enterprise Value at IPO (Post Primary Equity Capital
Raise)18

$ 2.9bn


Implied EV / 2020 Adjusted EBITDA Multiple (Pre
Synergies)

7.6x


Implied EV / 2020 Adjusted EBITDA Multiple (Post
Synergies)19

6.9x

The Valuation Floor implies a valuation of Dole plc of
approximately 7.6x 2020 EV / Adjusted EBITDA (6.9x including synergies),
which the Board of Directors of Total Produce believes is meaningfully
below the valuation levels observed in public markets for relevant
comparable companies.

Transaction Terms, Structure and Timing:

Under the terms of the Agreement, Total Produce and Dole will combine under Dole plc, a newly created and Irish incorporated company which
will concurrently seek a listing on a major U.S. stock exchange. Upon
completion of the Transaction, existing Total Produce listings on the
Euronext Dublin and the London Stock Exchange will be discontinued (the
“Delistings”).

Shares in Total Produce will be exchanged for shares in Dole plc
through a scheme of arrangement at a fixed exchange ratio, whereby Total
Produce shareholders will receive shares in Dole plc for shares
held in Total Produce, representing 82.5% of Dole plc shares
outstanding on a fully diluted basis immediately prior to the completion of
the Transaction. Simultaneously, Dole Holdings will combine with a
subsidiary of Dole plc, whereby the C&C shareholders (the
owners of the 55% interest in Dole Holdings not currently owned by Total
Produce) will receive shares in Dole plc equivalent to 17.5% of Dole plc shares outstanding on a fully diluted basis immediately
prior to the completion of the

Transaction. As a result of the merger and related transactions, Dole will
become an indirect, wholly owned subsidiary of Dole plc.

Per the terms of the Agreement, immediately following or substantially
concurrently with completion of the business combination transactions, Dole plc is required to complete an IPO and a related listing on a
major U.S. stock exchange to be determined. In connection with the
Transaction, Dole plc intends to raise equity capital with a
target amount of between US$500 and US$700 million. Immediately following
the Transaction, existing Total Produce shareholders are expected to own
approximately 55% of Dole plc on a fully diluted basis and the
C&C shareholders are expected to own approximately 10% of Dole plc on a fully diluted basis, with the remainder to be held
by investors participating in the equity capital raise20.

With respect to the IPO, the Parties have agreed to the following
conditions with the objective to support and protect the value proposition
of the Transaction to existing Total Produce shareholders and the C&C
shareholders as well as enable the C&C shareholders to realise
liquidity for a portion of their holdings in the Transaction:

  • The Transaction is subject to the IPO achieving a price per Dole plc share such that the 17.5% of Dole plc shares to
    be held by the C&C shareholders on a fully diluted basis immediately
    prior to the IPO have an aggregate value of at least US$215 million (the
    “Valuation Floor”). The Valuation Floor implies a valuation of Dole plc of approximately 7.6x 2020 EV / Adjusted EBITDA (6.9x
    post including synergies21), which the Board of Directors of Total Produce believes is meaningfully
    below the valuation levels observed in public markets for relevant
    comparable companies22.
  • Further, the Transaction is subject to the C&C shareholders achieving
    net proceeds of at least US$50 million in the sale of shares on a secondary
    basis in conjunction with the IPO (the “Minimum Secondary”). Per the
    Agreement, further sales of Dole plc shares by the C&C
    shareholders post completion of the Transaction will be subject to
    customary lock-up provisions.

The Valuation Floor and Minimum Secondary conditions can be waived by Total
Produce and the C&C shareholders by mutual consent at any time prior to
completion.

Per the Agreement, the Parties also agreed that upon completion of the
Transaction, the capital amount of US$25 million due under the promissory
note issued by the C&C shareholders to Dole Holdings shall be deemed
satisfied in exchange for equivalent value. The Parties further agreed that
Total Produce and the C&C shareholders shall, subject to certain
conditions, release each other from existing and future indemnity claims
arising from the Initial Transaction.

Completion of the IPO and the business combination transactions to form Dole plc will occur simultaneously and inter-conditionally,
subject to market conditions. The scheme of arrangement with respect to the
exchange of shares in Total Produce for shares in Dole plc will be
subject to the approval of Total Produce shareholders and the approval of
the High Court of Ireland. The Delistings will be subject to the approval
of Total Produce shareholders. Total Produce shareholders will be asked to
vote in favour of the proposed scheme of arrangement, the Delistings and
certain related matters (the “Resolutions”) at an extraordinary general
meeting of shareholders to be scheduled in due course. The Transaction also
remains subject to the Valuation Floor, the Minimum Secondary and
regulatory approvals in a limited number of jurisdictions and other
conditions and approvals customary to a transaction of this nature. Subject
to all other conditions having been satisfied, completion of the
Transaction will close at such time as the Board of Directors of Total
Produce may determine, provided that if completion has not occurred by 15
November 2021, either Total Produce or Dole may terminate the Agreement on
the terms set forth therein.

Should the Transaction not be completed for any reason, the terms of the
Initial Transaction (as defined below) will remain in place and Total
Produce will continue to be listed on Euronext Dublin and the London Stock
Exchange.


Initial Investment in Dole Holdings on 31 July 2018 (the “Initial
Transaction”)

On 1 February 2018, Total Produce announced the acquisition of a 45% stake
in Dole Holdings from the C&C shareholders for cash consideration of
US$300 million (the “First Tranche”), which was completed on 31 July 2018.
From and after the closing of the First Tranche, Total Produce has had the
right, but not the obligation, to acquire (in any one or more tranches of
1%), at any time and from time to time, up to an additional 6% of the
equity interests in Dole Holdings (the “Second Tranche”).

From and after 31 July 2020, Total Produce has had the right, but not the
obligation, to acquire the balance of the equity interests in Dole Holdings
(the “Third Tranche”), whereby the consideration for the Third Tranche is
to be calculated based on 9x the three-year average historical Dole
Adjusted EBITDA, less net debt, subject to a cap and a floor price.

Effective as of 31 July 2023, in the event that Total Produce has not
exercised its right to acquire the Third Tranche, the C&C shareholders
are permitted to cause a process to market and sell Dole Holdings or all or
substantially all of its assets.

If completion of the Transaction fails to occur for any reason, Total
Produce will continue to be entitled to acquire the Second Tranche and the
Third Tranche on the terms set forth above.

Timing and Next Steps

An Extraordinary General Meeting will be convened in due course for Total
Produce shareholders to consider and, if thought fit, approve the
Resolutions. The Resolutions will be set out in a circular, which is
expected to be published in April 2021. Approval from the High Court of
Ireland will be sought shortly after receiving the required approvals from
Total Produce shareholders.

The Transaction is expected to close in late Q2 or early Q3 2021, subject
to the approvals and conditions set out above.

Management and Governance

The highly regarded management teams of Total Produce and Dole, with
combined experience of over 150 years in the fresh produce sector, will
continue to operate the combined business, and Dole plc will
continue to service customers with high quality fresh products as both
Total Produce and Dole have done heretofore.

Upon completion of the Transaction, Carl McCann, current Chairman of Total
Produce, will assume the role of Chairman of Dole plc. Rory Byrne,
current Chief Executive of Total Produce, will become Chief Executive of Dole plc. Johan Lindén, current Chief Executive of Dole, will
become Chief Operating Officer of Dole plc. Frank Davis, current
Finance Director of Total Produce, will become Chief Financial Officer of Dole plc. Johan Malmqvist, current Chief Financial Officer of
Dole, will become Executive-VP Finance of Dole plc. Jared Gale,
current General Counsel of Dole, will become Chief Legal Officer of Dole plc. Jacinta Devine, current Company Secretary of Total
Produce, will become Company Secretary of Dole plc.

The combined company, operating under the Dole brand, will be incorporated
in Ireland, with its Global Headquarters in Dublin, Ireland, and its
Headquarters for the Americas in Charlotte, North Carolina.

The composition of the Board of Directors of Dole plc, which has
yet to be determined, will be in line with SEC rules and corporate
governance standards. The Board of Directors of Dole plc will be
determined by Total Produce and be formed with a commitment to diversity of
backgrounds and experiences. The C&C shareholders will not appoint any
representatives to the Board of Directors of Dole plc.

Following the Transaction, Dole plc will report under U.S. GAAP
and publish financial statements on a quarterly basis in line with U.S.
publicly listed companies.

Balance Sheet and Debt Financing

It is intended that Dole plc will target a primary equity capital
raise of between US$500 and US$700 million, which would significantly
de-lever the combined balance sheet to a target of approximately 3.0x
estimated combined net debt / Adjusted EBITDA giving effect to the
Transaction23. This would result in a long-term sustainable capitalisation of Dole plc and create a strong foundation to invest in organic and
development opportunities in the future in a fragmented and structurally
growing market.

Total Produce has secured committed debt facilities (with a term of 5-7
years) to backstop and refinance existing Total Produce and Dole debt
facilities upon completion of the Transaction, with the exception of the
Dole vessel financing and certain other group bilateral facilities which
will remain post completion. Overall, this is expected to provide for a
stronger balance sheet, which is expected to enhance Dole plc’s
credit profile and lower its average cost of capital going forward.

Illustrative Financial Information on Dole plc24

Dole plc’s
financial profile is characterized by a high degree of resilience due to
its diversified and robust business model. The combined company has shown a
stable growth profile in the historical period, both on a revenue and
Adjusted EBITDA basis. Over the period from 2018 to 2020, revenues have
grown at a rate of approximately 1% p.a. at both Total Produce and Dole.
Significant margin expansion has translated such growth into Adjusted
EBITDA growth of approximately 8.2% p.a. over the same period. In 2020, the
combined business has demonstrated such resilience through COVID-19 when it
continued to deliver stable performance. Dole plc’s revenues grew
3.6% and Adjusted EBITDA grew 3.9% on a combined basis in 2020.

Going forward, Dole plc will benefit from its enlarged footprint
and enhanced capabilities to drive future topline expansion. The Board of
Directors of Total Produce believes that the company will have a long-term
organic growth potential of 2%-3% p.a., further enhanced by development
opportunities. Dole plc’s earnings stability will be supported by
enhanced diversification and an integrated supply chain, with a long-term
potential to achieve 5%-7% Adjusted EBITDA growth p.a., supported by
synergies, efficiencies and development opportunities. The company will
benefit from strong cash flow generation and limited capex requirements to
fund an attractive dividend pay-out ratio in line with or above Total
Produce’s historical pay-out ratio.

Illustrative Combined Total Produce & Dole U.S. GAAP Financials:

US$ in millions, unless otherwise stated

FY 2020

FY 2019

FY 2018

18 – 20 CAGR

Total Produce Revenue (€)

€ 4,437

€ 4,363

€ 4,354

1.0%

Total Produce Revenue (US$)

$ 5,051

$ 4,875

$ 5,130

Dole Revenue

$ 4,672

$ 4,516

$ 4,567

1.1%

Pro Forma Revenue

$ 9,723

$ 9,391

$ 9,697

0.1 %

Growth (%)

3.5 %

(3.2)%

Total Produce Adjusted EBITDA (€)

€ 115

€ 102

€ 111

Total Produce Adjusted EBITDA

$ 131

$ 114

$ 131

Dole Adjusted EBITDA

$ 248

$ 241

$ 193

Adjusted EBITDA25

$ 379

$ 355

$ 323

8.2 %

Adjusted EBITDA Margin (%)

3.9 %

3.8 %

3.3 %

Total Produce Adjusted EBIT (€)

€ 89

€ 77

€ 88

Total Produce Adjusted EBIT

$ 101

$ 86

$ 104

Dole Adjusted EBIT

$ 159

$ 152

$ 102

Adjusted EBIT25

$ 260

$ 238

$ 206

12.4 %

Adjusted EBIT Margin (%)

2.7 %

2.5 %

2.1 %

Total Produce Capital Expenditure (€)

€ 20

€ 24

€ 30

Total Produce Capital Expenditure

$ 23

$ 27

$ 36

Dole Capital Expenditure

$ 91

$ 84

$ 75

Capital Expenditure

$ 114

$ 111

$ 111

Capital Expenditure as % of Revenue

1.2 %

1.2 %

1.1 %

Reconciliation of Total Produce Standalone IFRS EBITA to U.S. GAAP EBITDA:

€ in millions, unless otherwise stated

FY 2020

FY 2019

FY 2018

IFRS Adjusted EBITA25

€ 91

€ 82

€ 88

Depreciation

€ 25

€ 24

€ 23

IFRS Adjusted EBITDA25

€ 116

€ 106

€ 110

Adjustments on U.S. GAAP Transition

Employee Benefits

€ 2

€ 1

€ 1

Leasing

€ (3)

€ (3)

€ 0

Others

€ (0)

€ (1)

€ (0)

U.S. GAAP - Adjusted EBITDA

€ 115

€ 102

€ 111

Exchange
Rate

1.14

1.12

1.18

U.S. GAAP - Adjusted EBITDA (US$)

$ 131

$ 114

$ 131

Background on Total Produce

Total Produce is today one of the world’s largest fresh produce producers
and providers. Operating out of 26 countries (30 inclusive of Dole) while
serving many more, Total Produce’s reach extends across the globe
incorporating over 160 facilities (over 250 facilities inclusive of Dole)
including farms, manufacturing and ripening facilities and cold storage
warehousing, packhouses and distribution hubs. Growing, sourcing,
importing, packaging, marketing and distributing over 300 lines of fresh
produce, Total Produce’s range extends from the more familiar to the truly
exotic and includes extensive organic and value-added fresh cut ranges.
Serving the retail, wholesale and foodservice sectors, Total Produce is a
complete fresh produce solution provider – offering a comprehensive menu of
services to its customers ranging from service provision to complete
category management. Total Produce has a demonstrable track record at
forging constructive and enduring partnerships across Europe, North America
and other regions. Its evolution into a global industry leader has been
most notable for its sustained, strategic growth and consistent
profitability.

Total Produce’s business model sets it apart through its capacity to
deliver the best of both worlds; the collective resources of a global
multi-national with entrepreneurial local management. This allows Total
Produce to present a compelling proposition to the marketplace. Combining
Total Produce’s reach with local experience and expertise, it uniquely
positions Total Produce to provide to its customers the service levels
associated with the very best local suppliers, and to consumers premium
locally grown produce from passionate local growers alongside the finest
fresh produce from the most accomplished producers across the globe.

On 1 February 2018, Total Produce announced the acquisition of a 45% stake
in Dole Holdings from the C&C shareholders for cash consideration of
US$300 million, which was completed on 31 July 2018. This initial step laid
the groundwork for a collaborative partnership between Total Produce and
Dole. The Transaction announced today is a logical next step to bring the
companies together and unify them under one simplified structure, which the
Board of Directors of Total Produce believes will serve to unlock the
potential that exists for the enlarged business going forward.

Background on Dole

Founded in 1851, Dole Food Company, Inc. is one of the world’s leading
producers, marketers and distributors of fresh fruit and fresh vegetables.
Dole provides retail, wholesale and foodservice customers around the world
with a diverse portfolio of the finest, high-quality fresh fruit and
vegetable products bearing the DOLE brand and other brands. Dole’s most
significant products hold leading market share positions in their
respective markets. Dole is one of the world’s largest producers of bananas
and pineapples, and a leader in other fresh fruit, value-added and
fresh-packed vegetables, and soft fruit. Dole sells and distributes its
fruit and vegetable products throughout its network in North America,
Europe, Latin America, South Africa and Dubai.

The DOLE brand is one of the most recognized brands for fresh fruit in the
United States, as evidenced by Dole’s 73% unaided consumer brand awareness
– 42% higher than that of its closest competitor, according to a survey
conducted in 2020 by major global research company IPSOS. In a recent
survey conducted by Morning Consult, DOLE ranked among the 10 fastest
growing brands among millennials.

Dole has built an integrated supply chain and operating platform by owning
farmland, manufacturing plants, pack houses, ships, containers and port and
research facilities. Dole owns and operates approximately 105,000 acres of
farms and other land holdings around the world, including approximately
5,000 acres of actively marketed idle land for sale in Oahu, Hawaii. In
addition, Dole owns a fleet of 15 refrigerated ships, 13 of which are
dedicated to its operations, operates approximately 16,400 refrigerated
containers and utilises four salad manufacturing plants.

At present, the C&C shareholders own a combined 55% interest in Dole
Holdings and Total Produce owns a 45% interest in Dole Holdings, which it
acquired from the C&C shareholders on 31 July 2018.

Advisors

Goldman Sachs International acted as exclusive financial advisor to Total
Produce. Davy Corporate Finance (Davy) acted as Nomad/Euronext Growth
Adviser and corporate broker to Total Produce. Deutsche Bank Securities
Inc. acted as exclusive financial advisor to the C&C shareholders.
Arthur Cox LLP and Skadden, Arps, Slate, Meagher & Flom LLP are serving
as legal counsel to Total Produce. Bank of America, Coöperatieve
Rabobank U.A. and Goldman Sachs Bank USA provided the committed financing
in relation to the Transaction.

Investor Call & Presentation

Additional information about today’s announcement can be found in the
investor presentation posted on
www.totaldole.com
and
https://investors.totalproduce.com/investors
. A conference call will be held today to discuss the Transaction at 9:00
AM GMT / 4:00 AM ET / 1:00 AM PT. Participants may join the call by
dialling into the conference call and using the conference ID, which can be
found below. To listen via live webcast, please visit https://globalmeet.webcasts.com/starthere.jsp?ei=1433853&tp_key=e37015d117.

A recording of the investor call will also be available after the call at
www.totaldole.com
and at
https://investors.totalproduce.com/investors
.

Dial-in Numbers

Participant passcode: 693585

Location

Phone Type

Phone Number

Ireland

Tollfree/Freephone

1800 932 638

Ireland, Dublin

Local

+353 (0)1 246 5652

United Kingdom

Tollfree/Freephone

0800 279 4827

United Kingdom, Local

Local

+44 (0)330 336 9401

United States, Brooklyn

Local

+1 929-477-0338

United States/Canada

Tollfree/Freephone

800-289-0459

Contacts

Blake Sonnenshein, Brunswick Group

bsonnenshein@brunswickgroup.com

+1 212 333 3810

Elizabeth Volpe, Brunswick Group

evolpe@brunswickgroup.com

+ 1 212 333 3810

Brian Bell, Wilson Hartnell PR

brian.bell@ogilvy.com

+ 353-1-669 0030

Important Notice

This Announcement has been issued by and is the sole responsibility of
Total Produce. No representation or warranty, express or implied, is or
will be made as to, or in relation to, and no responsibility or liability
is or will be accepted by Goldman Sachs International or Davy or by any of
their respective affiliates or agents as to or in relation to, the accuracy
or completeness of this Announcement or any other written or oral
information made available to or publicly available to any interested party
or its advisers, and any liability therefor is expressly disclaimed.

The distribution of this Announcement may be restricted by law in certain
jurisdictions and persons into whose possession this Announcement, or other
information referred to herein, comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

Statements in this Announcement with respect to Dole plc, the
Transaction, the IPO, the equity capital raise and other transactions
described in this Announcement, and with respect to each of Dole plc’s, Total Produce's and Dole's business, strategies,
projected financial figures, transaction synergies, and beliefs, as well as
other statements that are not historical facts are forward-looking
statements involving risks and uncertainties which could cause the actual
results to differ materially from such statements. Statements containing
the words "expect", "anticipate" and similar expressions (or their
negative) identify certain of these forward-looking statements. The
forward-looking statements in this Announcement are based on numerous
assumptions regarding the transactions described in this Announcement and
each of Dole plc’s, Total Produce's and Dole's present and future
business strategies and the environment in which each of Dole plc,
Total Produce and Dole will operate in the future. Forward-looking
statements involve inherent known and unknown risks, uncertainties and
contingencies because they relate to events and depend on circumstances
that may or may not occur in the future and may cause the actual results,
performance or achievements to be materially different from those expressed
or implied by such forward-looking statements. Many of these risks and
uncertainties relate to factors that are beyond each of Dole plc’s
, Total Produce's and Dole's ability to control or estimate precisely, such
as future market conditions, currency fluctuations, the behaviour of other
market participants, the actions of regulators and other factors such as
each of Dole plc’s, Total Produce's and Dole's ability to obtain
financing, changes in the political, social and regulatory framework in
which each of Dole plc, Total Produce and Dole operates or in
economic, technological or consumer trends or conditions. Past performance
should not be taken as an indication or guarantee of future results, and no
representation or warranty, express or implied, is made regarding future
performance. No person is under any obligation to update or keep current
the information contained in this Announcement or to provide the recipient
of it with access to any additional information that may arise in
connection with it.

This Announcement includes certain stand-alone financial and other
information for Dole. While such stand-alone financial and other
information for Dole has been sourced primarily from information that has
made publicly available by Dole in connection with past contemplated public
market transactions, Total Produce has made certain adjustments to such
information solely for illustrative purposes. Such stand-alone financial
and other information for Dole as so adjusted is unaudited and has not been
independently verified and no reliance should be placed thereon.

This Announcement includes certain combined financial information for Dole
and Total Produce. Such combined financial information has been prepared by
adding historical financial information of Total Produce and Dole, and is
not based on a pro forma presentation reflecting pro forma adjustments. The
combined financial information is provided solely for illustrative
purposes, is estimated and preliminary in nature, only represents current
estimates of the potential impact of the Transaction on Total Produce and
remains subject to change. The underlying figures for Dole and Total
Produce may not be prepared on a comparable GAAP basis or on the basis of
the same (or similar) accounting policies.

Please note that Dole's underlying historical financial information has
been prepared in accordance with US GAAP and is presented in US
dollars. Total Produce's underlying historical financial information
has been prepared in accordance with IFRS, presented in euro, and has
subsequently been converted in accordance with US GAAP, presented in US
dollars. The combined financial information contained herein is
unaudited and has not been independently verified. No reliance should
be placed on the combined financial information contained in this
Announcement

.


No statement in this Announcement is intended to be a profit forecast,
and no statement in this Announcement should be interpreted to mean
that earnings per share of Total Produce for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of Total Produce.

The combined financial information and any future financial metrics,
including those giving assumed effect to the Transaction, in this
Announcement constitute forward-looking statements that are based on
assumptions that are inherently subject to significant uncertainties and
contingencies, many of which are beyond the control of Dole plc,
Total Produce and Dole. The assumptions are inherently uncertain and are
subject to a wide variety of significant business, economic and competitive
risks and uncertainties that could cause actual results to differ
materially from those contained in the financial information or metrics.
The inclusion of this information in this Announcement should not be
regarded as an indication that Dole plc, Total Produce or Dole
consider this information to be a reliable prediction of future events.
Further, illustrative presentations are not necessarily based on management
projections, estimates, expectations or targets but are presented for
illustrative purposes only.

Goldman Sachs International, which is authorised by the Prudential
Regulation Authority in the United Kingdom and regulated in the United
Kingdom by the Prudential Regulation Authority and by the Financial Conduct
Authority, is acting as exclusive financial adviser to the Company and
no-one else in connection with the IPO and is not, and will not be,
responsible to anyone other than the Company for providing the protections
afforded to its clients nor for providing advice in relation to the IPO
and/or any other matter referred to in this Announcement.

Davy, which is regulated in Ireland by the Central Bank of Ireland is
acting as Nomad/Euronext Growth Adviser and corporate broker to the Company
and no-one else in connection with the IPO and is not, and will not be,
responsible to anyone other than the Company for providing the protections
afforded to its clients nor for providing advice in relation to the IPO
and/or any other matter referred to in this Announcement.

This Announcement and any statements made in connection with this
Announcement shall neither constitute an offer to sell nor the solicitation
of an offer to buy any securities, or the solicitation of any proxy, vote,
consent or approval in any jurisdiction in connection with the proposed
business combination, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be unlawful
prior to the registration or qualification under the securities laws of any
such jurisdictions. This communication is not intended for distribution to,
or use by any person in, any jurisdiction where such distribution or use
would be contrary to local law or regulation.


Total Produce’s Alternative Performance Measures (“APM’s”) and Dole’s
Non-GAAP Financial Measures

To provide additional transparency, Total Produce and Dole have disclosed
APM’s and non-GAAP financial measures, respectively, for Adjusted EBITDA
and Adjusted EBIT.

Total Produce:

Adjusted EBIT is earnings before interest, tax, acquisition related
intangible asset amortisation charges and costs, fair value movements on
contingent consideration, unrealised gains or losses on derivative
financial instruments, gains and losses on foreign currency denominated
intercompany borrowings and exceptional items. It also includes Total
Produce’s share of these items within joint ventures and associates and
excludes Total Produce’s 45% interest in Dole Holdings.

Adjusted EBITDA is earnings before interest, tax, depreciation on property,
plant and equipment, acquisition related intangible asset amortisation
charges and costs, fair value movements on contingent consideration,
unrealised gains or losses on derivative financial instruments, gains and
losses on foreign currency denominated intercompany borrowings and
exceptional items. It also includes Total Produce’s share of these items
within joint ventures and associates and excludes Total Produce’s 45%
interest in Dole.

Dole:

Adjusted EBIT is calculated from net income (loss) by adding the loss from
discontinued operations, net of income taxes, by adding interest expense
from continuing operations, by subtracting the income tax benefit or adding
the income tax provision from continuing operations and by (1) adding the
net unrealized loss or subtracting the net unrealized gain on derivative
instruments; (2) adding the net unrealized loss or subtracting the net
unrealized gain on foreign denominated intercompany borrowings; (3) adding
the net realized loss or subtracting the net realized gain on noncash
settled foreign denominated intercompany borrowings; (4) adding
restructuring charges; (5) subtracting the gain on asset sales for assets
held for sale and actively marketed land; (6) adding vegetable recalls and
related costs; (7) adding refinancing charges and other debt related costs;
(8) adding litigation and transaction costs; (9) adding asset write-downs;
and (10) adding costs that are directly related to the COVID-19 pandemic,
and are as follows: (i) incremental to charges incurred prior to the
outbreak, (ii) not expected to recur once the crisis has subsided and
operations return to normal, and (iii) clearly separable from normal
operations.

Adjusted EBITDA is calculated from Adjusted EBIT and adding depreciation
and amortization.