Exhibit 2.1

EXECUTION VERSION

Dated

18 April 2017

between

THE INVESTOR SELLERS

and

THE MANAGEMENT SELLERS

and

THE BUYER

and

THE GUARANTOR

AGREEMENT FOR THE SALE AND

PURCHASE OF THE ENTIRE ISSUED

SHARE CAPITAL OF

LATIMER NEWCO 2 LIMITED

TABLE OF CONTENTS

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TABLE OF CONTENTS (continued)

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THIS AGREEMENT (the “ Agreement ”) is made on 18 April 2017 between the following parties:

BACKGROUND

IT IS AGREED as follows:

“ A Ordinary Shares ” means the A1 Ordinary Shares and the A2 Ordinary Shares;

“ A1 Ordinary Shares ” means the 10,834,831 ordinary shares of £1.00 each in the capital of the Company;

“ A2 Ordinary Shares ” means the 6,746,544 ordinary shares of £1.00 each in the capital of the Company;

“ Act ” means the Companies Acts 2006;

“ Additional Consideration ” means an amount of: (i) £21,000 per day in the period from (and excluding) the Locked Box Date up to (and including) the later of 31 July 2017 and the date on which the Buyer Accounts Conditions are satisfied; and (ii) £68,000 per day thereafter up to (and excluding) the Completion Date;

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“ Agreed Disputed Amount ” has the meaning given to it in Clause 4.22.1;

“ Agreed Form ” means a form agreed between the parties on or prior to the date of this Agreement, and for the purposes of identification initialled (or signed) by or on behalf of the parties;

“ Announcement ” means the announcement of the Transaction substantially in the form agreed by, or behalf of, the Sellers’ Representatives and the Buyer;

“ Antitrust Conditions ” means the HSR Condition and the CAK Condition;

“ Antitrust Termination Fee ” has the meaning given to it in Clause 5.8;

“ Articles ” means the articles of association of the Company;

“ B2 Ordinary Shares ” means the 388,571 ordinary shares of £1.00 each in the capital of the Company;

“ Bank Repayment Amount ” means the amount that is required to repay all principal amounts owed by the Company and any other Group Company under the Existing Facility Agreements on the Completion Date and any accrued interest up to Completion;

“ Books and Records ” means all notices, correspondence, books of account and other documents and records, whether in paper or electronic form, in relation to any member of the Group;

“ Bright HSR Filing ” means the HSR filing to be made by Bright Food (Group) Co., Ltd. ( ) in relation to the Transaction;

“ Business Day ” means any day other than a Saturday, Sunday or any day which is a public holiday in England, the United States of America (New York) or the People’s Republic of China (including the Hong Kong Special Administrative Region and excluding, for the purposes of this Agreement, the Macao Special Administrative Region and Taiwan) on which banks are open for the transaction of general commercial business;

“ Buyer Accounts Conditions ” has the meaning given to it in Clause 5.1.2;

“ Buyer IFRS Condition ” has the meaning given to it in Clause 5.1.1;

“ Buyer SEC Condition ” has the meaning given to it in Clause 5.1.2;

“ Buyer’s Group ” means the Buyer, each of its parent undertakings and each of its and their respective subsidiaries and subsidiary undertakings from time to time (which following Completion shall include the Company and each member of the Group) and “ Buyer’s Group Company ” shall be construed accordingly;

“ Buyer’s Guaranteed Obligations ” has the meaning given to it in Clause 9.5.1;

“ Buyer’s Solicitors ” means Baker & McKenzie LLP, 100 New Bridge Street, EC4V 6JA, London;

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“ C Ordinary Shares ” means the 1,201,254 ordinary shares of £0.01 each in the capital of the Company;

“ CAK ” means the Competition Authority of Kenya;

“ CAK Condition ” has the meaning given to it in Clause 5.1.4;

“ Company ” has the meaning given to it in recital (A);

“ Competition Authorities ” means the United States Federal Trade Commission or US Department of Justice (as applicable) and the CAK and “ Competition Authority ” shall be construed accordingly;

“ Completion ” means the completion of the sale and purchase of the Shares in accordance with the provisions of this Agreement;

“ Completion Date ” means the date on which Completion occurs, determined in accordance with Clause 8.1;

“ Completion Disclosed Seller Transaction Costs ” has the meaning given to it in Clause 7.1.4;

“ Conditions ” has the meaning given to it in Clause 5.1.4;

“ Conditions Longstop Date ” has the meaning given to it in Clause 5.7;

“ Confidential Management Presentations ” means the confidential management presentations dated 19 December 2016 and 13 February 2017 and issued by the Group to the Buyer in connection with the sale of the Company;

“ Confidentiality Agreement ” means the confidentiality agreement dated 13 September 2016 and made between Bright Food International Limited and the Guarantor, together with the clean team addendum dated 29 March 2017;

“ Connected Person ” means:

excluding any entity that is a Connected Person solely due to the fact that they are controlled by the same governmental body;

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“ Consideration ” has the meaning given to it in Clause 3.1;

“ D Ordinary Shares ” means the 175,794 ordinary shares of £0.01 each in the capital of the Company;

“ Data Room ” means the electronic data room operated by Merrill in respect of the Group made available to the Buyer and its advisers, the contents of which are listed in the index annexed to the Disclosure Letter and a copy of which, as at 12 April 2017, has been delivered to the Buyer on a USB stick;

“ Deeds of Release ” means each of the deeds, in a form satisfactory to the Buyer (acting reasonably), between the relevant Security Agent, Facility Agents and the relevant members of the Group pursuant to which the relevant Security Agent and Facility Agents confirm that all amounts due under the Existing Facility Agreements have been paid and all Encumbrances held by or on behalf of the relevant Security Agent and/or Facility Agents over any assets of the Group are released;

“ Default Interest ” has the meaning given to it in Clause 5.9.1;

“ Defaulting Party ” has the meaning given to it in Clause 8.3;

“ Deposit ” has the meaning given to it in Clause 5.9.1;

“ Deposit Escrow Account ” means the escrow account opened pursuant to the Deposit Escrow Agreement;

“ Deposit Escrow Agreement ” means the escrow agreement in respect of the Deposit Escrow Account to be entered into on or about the date hereof;

“ Disagreement Notice ” has the meaning given to it in Clause 4.11;

“ Disclosed ” has the meaning given to it in the Management Deed;

“ Disclosed Seller Transaction Costs ” means the Exchange Disclosed Seller Transaction Costs and the Completion Disclosed Seller Transaction Costs;

“ Disclosure Letter ” means the letter dated with the date of this Agreement from certain of the Management Sellers to the Buyer;

“ Disputed Amount ” has the meaning given to it in Clause 4.10.2(a);

“ Disputed Amount Escrow Account ” means the escrow account opened pursuant to the Disputed Amount Escrow Agreement;

“ Disputed Amount Escrow Agreement ” means the escrow agreement in respect of the Disputed Amount Escrow Account to be entered into on or about the date hereof;

“ Disputed Amount Interest ” has the meaning given to it in Clause 4.23;

“ Disputed Deduction ” has the meaning given to it in Clause 4.10.2;

“ Due Diligence Investigation ” has the meaning given to it in Clause 9.4.1;

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“ Due Diligence Reports ” means the vendor due diligence reports addressed to the Buyer and dated on or around the date of this Agreement in relation to the Group being:

“ Encumbrance ” means any mortgage, charge, assignment, lien, option, restriction on equity, right of first refusal or pre-emption, claim or other third party right or interest or assignation, or any other type of preferential arrangement (including, without limitation, a title transfer or retention arrangement) having similar effect;

“ Escrow Agent ” means JPMorgan Chase Bank, N.A., acting through its London branch;

“ Escrow Agreements ” means the Deposit Escrow Agreement and the Disputed Amount Escrow Agreement;

“ Estimated Kenya Costs ” has the meaning given to it in Clause 7.1.12;

“ Exchange Consideration ” means £609,000,000;

“ Exchange Disclosed Seller Transaction Costs ” means the Seller Transaction Costs included in the Payments Schedule;

“ Existing Facility Agreements ” means:

“ Facility Agents ” means each of ING Bank N.V., London Branch as agent under the Senior Facilities Agreement and Barclays Bank PLC as agent under the Second Lien Facilities Agreement;

“ Group ” means the Company and each of its subsidiaries (with the exception of Weetabix East Africa Limited with effect from the date of the completion of step 2 of the Kenya Reorganisation), and “ Group Company ” or “ member of the Group ” shall mean any one of them;

“ HSR ” has the meaning given to it in Clause 5.1.3;

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“ HSR Condition ” has the meaning given to it in Clause 5.1.3;

“ IASB ” means the International Accounting Standards Board;

“ IFRS ” means International Financial Reporting Standards as issued by IASB;

“ IFRS Audited Financials ” means consolidated financial statements of the Group prepared in accordance with IFRS (EU), audited by PricewaterhouseCoopers LLP, comprised of:

“ Incentive Payment Excess Amount ” means the amount by which the items in paragraph 1 of the Payments Schedule (having converted any amounts payable in USD into GBP at the relevant closing mid-point spot rate at close of business in London as quoted by Bloomberg L.P. Generic London pricing source (the “ Spot Rate ”) on the Business Day immediately preceding the Completion Date) in aggregate exceed £1,600,000, provided always that the Spot Rate in the Initial Indebtedness Schedule shall be the Spot Rate specified on a date within 3 Business Days prior to the date of the Initial Indebtedness Schedule;

“ Indebtedness Schedules ” means the Initial Indebtedness Schedule and the Updated Indebtedness Schedule;

“ Independent Accountant ” means either:

“ Initial Indebtedness Schedule ” has the meaning given to it in Clause 7.1;

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“ Intellectual Property ” has the meaning given to it in the Management Deed;

“ Joint Venture Companies ” means Alpen Food Company South Africa Pty Ltd and, until the date of completion of step 2 of the Kenya Reorganisation (if applicable), Weetabix East Africa Limited;

“ Kenya Reorganisation ” means the Agreed Form steps for the transfer of the shares held by Weetabix Limited in Weetabix East Africa Limited out of the Group to the Investor Sellers or their Connected Persons and, subject to obtaining the necessary clearances, the subsequent steps for the transfer of the shares of Weetabix East Africa Limited to a member of the Group or the Buyer’s Group;

“ Kenya Reorganisation Costs ” has the meaning given to it in Clause 11.6;

“ Leakage ” means:

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other than any Permitted Leakage and in each case less (i) any amount in respect of VAT which is recoverable as input tax by a Group Company; and (ii) any Relief that arises in connection with paragraphs (a) to (h) above;

“ Leakage Certificate ” means a certificate confirming either (a) that no Leakage has occurred between the Locked Box Date and the date of the certificate; or (b) setting out details of any such Leakage (including the amount and the recipient);

“ Linklaters ” means Linklaters LLP of 29th Floor, Mirae Asset Tower, 166 Lu Jia Zui Ring Road, Shanghai 200120;

“ Locked Box Accounts ” means the unaudited accounts of the Group, consisting of a balance sheet as at the Locked Box Date in the Agreed Form;

“ Locked Box Claim ” has the meaning given to it in Clause 4.3;

“ Locked Box Date ” means 31 December 2016;

“ Locked Box Period ” means the period from and including the Locked Box Date up to immediately prior to Completion;

“ Long Stop Date ” means 19 January 2018 or such later date as the Sellers’ Representatives and the Buyer may agree in writing;

“ Losses ” means all losses, liabilities, costs (including legal costs and experts’ and consultants’ fees), charges, expenses, actions, proceedings, claims and demands;

“ Management Accounts ” has the meaning given to it in the Management Deed;

“ Management Deed ” means the management warranty deed entered into by certain of the Management Sellers and the Buyer on the date of this Agreement;

“ Management Deed Claim ” means any claim under or in respect of the Management Deed;

“ Management Sellers’ Representative ” means Giles Michael Turrell and/or any other representative of the Management Sellers appointed from time to time pursuant to Clause 14;

“ Management Services Agreement Termination Deeds ” means the deeds of termination in the Agreed Form amending and, with effect from Completion, terminating the Management Services Agreements;

“ Management Services Agreements ” means the management services agreement dated 27 August 2015 between Baring Private Equity Asia Pte Limited and Weetabix Limited and the management services agreement dated 27 August 2015 between Bright Food Hong Kong Limited and Weetabix Limited;

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“ Material Group Company ” means each of the Group Companies except Firestar Limited, B.L. Agriculture Limited, Weetabix Trustee Limited, Weetabix Foods Limited and Globe Export Services Limited;

“ Material Obligations ” has the meaning given to it in Clause 8.4;

“ Net Amounts ” means the Net Completion Disclosed Seller Transaction Costs, the Net Repurchase Amount, the Net Employee Payment Amount, the Net Prepayment Amount and the Net Service Fee Amount;

“ Net Completion Disclosed Seller Transaction Costs ” means the Completion Disclosed Seller Transaction Costs reduced to take account of recoverable VAT thereon and by any Relief available to any Group Company in respect of such Completion Disclosed Seller Transaction Costs;

“ Net Employee Payment Amount ” means the amount specified in paragraph 4 of the Payments Schedule reduced to take account of any Relief available to any Group Company in respect of such amount;

“ Net Prepayment Amount ” means the Prepayment Amount reduced to take account of recoverable VAT thereon and by any Relief available to any Group Company in respect of such Prepayment Amount;

“ Net Repurchase Amount ” means the amount specified in paragraph 6 of the Payments Schedule reduced to take account of any Relief available to any Group Company in respect of such amount;

“ Net Service Fee Amount ” means the Service Fee Amount reduced to take account of recoverable VAT thereon and by any Relief available to any Group Company in respect of such Service Fee Amount;

“ Nominated Account ” has the meaning given to it in Clause 11.10;

“ Non-Defaulting Party ” has the meaning given to it in Clause 8.3;

“ Non-Payment Amount ” has the meaning given to it in Clause 4.22.2;

“ Notice ” has the meaning given to it in Clause 19.1;

“ Ordinary Course Trading ” means any trading or other contractual relationship between a member of the Group (on the one hand) and an Investor Seller and/or its Connected Persons (on the other) which:

“ Payments Schedule ” means the fee and other payments schedule in the Agreed Form;

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“ Permitted Leakage ” means:

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“ Potential Completion Date ” means each of 3 July 2017, 7 August 2017, 4 September 2017, 2 October 2017, 6 November 2017, 4 December 2017 and 2 January 2018;

“ Pre-Contractual Statement ” means any statement, representation, warranty, assurance, covenant, agreement, undertaking, indemnity, guarantee or commitment of any nature whatsoever (in any case whether oral, written, express or implied, and whether negligent or innocent) made, given or agreed to by any person (whether a party to this Agreement or not) at any time before the execution of this Agreement;

“ Preference Shares ” means the 100 preference shares of £0.01 each in the capital of the Company;

“ Prepayment Amount ” means the amount that is required to:

together with any other fees, costs and expenses in connection therewith including break costs and unwind costs in respect of any related hedging agreements and any fees payable by the Company and any other Group Company to any advisors to the Facility Agents and/or the Security Agent;

“ Properties ” has the meaning given to it in the Management Deed;

“ Regulatory Authority ” means any supra national, national, state, municipal, federal, regional, public or local government (including any subdivision, court, administrative agency, department, instrumentality or commission or other authority of the same) or any quasi governmental, statutory or private body exercising any regulatory, taxing, importing or other governmental or quasi governmental authority, including the European Union;

“ Related Party Termination Deed ” means a deed of termination in the Agreed Form between the Sellers and the Company terminating with effect from Completion the Shareholders’ Agreement and certain other arrangements;

“ Relevant Circumstances ” has the meaning given to it in Clause 5.8;

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“ Relevant Proportion ” means, in respect of a Seller, the proportion of the Consideration to which each Seller is entitled pursuant to article 10.1 of the Articles (where the Exit Consideration (as defined in the Articles) shall be treated as the Consideration);

“ Relevant Seller ” has the meaning given in Clause 4.9.2;

“ Relief ” means any relief, exemption, allowance, set-off, deduction or credit relevant to the computation of any liability to make a payment of or relating to Taxation;

“ Remedies ” has the meaning given to it in Clause 5.2.7;

“ Response Date ” has the meaning given to it in Clause 4.11;

“ Ropes  & Gray ” means Ropes & Gray International LLP of 60 Ludgate Hill, London EC4M 7AW, United Kingdom;

“ Satisfaction Date ” has the meaning given to it in Clause 5.9.1;

“ SEC ” means the Securities and Exchange Commission;

“ SEC Audited Financials ” means consolidated financial statements of the Group prepared in accordance with IFRS (and in compliance with Section II.A of the SEC’s Final Rule Release No. 33-8567 and paragraphs 6340.1-2 of the SEC Financial Reporting Manual), audited by PricewaterhouseCoopers LLP and accompanied by an audit report that includes a statement that the audit was conducted in accordance with United States Generally Accepted Auditing Standards or in accordance with the standards of the United States Public Company Accounting Oversight Board, comprised of:

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“ SEC Unaudited Financials ” means unaudited consolidated financial statements of the Group prepared in accordance with IFRS, comprised of:

further, if the Completion Date is after 31 July 2017, then also including:

further, if the Completion Date is after 30 September 2017, then also including:

further, if the Completion Date is after 31 October 2017:

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“ Second Lien Facilities Agreement ” has the meaning given to it in paragraph (a) of the definition of “Existing Facility Agreements”;

“ Security Agent ” means ING Bank N.V., London Branch as agent under the Senior Facilities Agreement and the Second Lien Facilities Agreement;

“ Seller Claim ” means any claim, proceeding, suit or action in respect of any breach, indemnity, covenant, agreement, undertaking or other matter whatsoever under or pursuant to this Agreement (other than Clause 4 ( Leakage and other payments )) and the transactions contemplated by this Agreement against any (a) Investor Seller; or (b) Management Seller and, for the avoidance of doubt, shall not include any Tax Deed Claim or any Management Deed Claim;

“ Seller Connected Person ” means a person who is a Connected Person of any Seller, excluding any Group Companies;

“ Seller Transaction Costs ” means any professional fees, expenses or other costs paid, incurred or owing in connection with the Transaction by any Group Company;

“ Sellers ” means the Investor Sellers and the Management Sellers;

“ Sellers’ Representatives ” means the Management Sellers’ Representative, Barnes (BVI) Limited and Bright Food Europe Limited;

“ Senior Facilities Agreement ” has the meaning given to it in paragraph (b) of the definition of “Existing Facility Agreements”;

“ Senior Manager Sellers ” means Giles Michael Turrell, Richard William Thomas Martin, Gareth David Martin, Sally Abbott, Stuart Branch and Kevin Fawell;

“ Service Fee Amount ” has the meaning given to it in paragraph (e) of the definition of “Permitted Leakage”;

“ Shareholders’ Agreement ” means the amended and restated shareholders’ agreement relating to the Company dated 22 April 2015;

“ Shares ” means all of the allotted and issued shares in the Company, as set out in Schedule 2;

“ SIAC ” has the meaning given to it in Clause 28.2;

“ SIAC Rules ” has the meaning given to it in Clause 28.2;

“ Tax ” or “ Taxation ” have the meaning given to them in the Tax Deed;

“ Tax Deed ” means the tax deed in the Agreed Form;

“ Tax Deed Claim ” means any claim under or in respect of the Tax Deed;

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“ Tax Liability ” has the meaning given to it in the Tax Deed;

“ Transaction ” has the meaning given to it in recital (C);

“ Transaction Documents ” means this Agreement, the Management Deed, the Tax Deed, the Disclosure Letter, each of the documents in the Agreed Form and any other document entered into or to be entered into pursuant to this Agreement;

“ Updated Indebtedness Schedule ” has the meaning given to it in Clause 7.2; and

“ VAT ” means, within the European Union, value added tax levied in accordance with (but subject to derogations from) European Council Directive 2006/112/EC and any supplementary or national implementing legislation thereto and, outside the European Union, any value added, goods or services, sales or use tax of a similar fiscal nature.

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and, if applicable to such Leakage, shall terminate, cancel and rescind any further liability for any Group Company beyond that for which the Buyer or the Group Company is compensated under Clauses 4.2.1 or 4.2.2 above pursuant to any and all agreements or commitments that constitute Leakage (other than where expressly permitted under this Agreement). For the avoidance of doubt, nothing in this Clause 4.2 shall entitle the Buyer (or any Group Company) to recover to the extent it has already been compensated.

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so as to facilitate verification of the information contained therein (and for no other purpose). The Buyer and the Sellers shall discuss any concerns in relation to the verification exercise in good faith.

the Consideration shall be reduced by an amount equal to such Leakage, which shall discharge the Relevant Seller’s obligation to make payment in respect of such Leakage under Clause 4.2. The Sellers agree that any Leakage shall be deducted from the Consideration that would otherwise be allocated to the Relevant Seller under Clause 3.2.

the following provisions shall apply:

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(the expiry of this 15 Business Day period being the “ Response Date ”), the Sellers’ Representatives shall serve a notice on the Buyer stating in reasonable detail the specific disagreement(s) and the reasons for such disagreement(s) and the proposed calculation of the Leakage or the Disputed Deductions (as applicable) (the “ Disagreement Notice ”).

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in each case during normal office hours during the period after Completion up until the making of the relevant determination by the Independent Accountant. For the avoidance of doubt and notwithstanding any other provision of this Clause 4, the Buyer shall not be obligated to provide to the Sellers, the Sellers’ Representatives or the Independent Accountant access to the books and records, working papers or other information within the possession or under control of any member of the Buyer’s Group which is not a member of the Group.

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(the “ Disputed Amount Interest ”). The Buyer agrees that any Disputed Amount Interest payable by it shall be (so far as possible) set-off against the Agreed Disputed Amount and, in the event of any such set-off, the Buyer and the Sellers’ Representatives shall instruct the Escrow Agent accordingly in order to give effect to the above.

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then the Buyer shall, within 5 Business Days of the Conditions Longstop Date, pay to the Investor Sellers (by transfer in immediately available funds to the Ropes & Gray client account (or such other account as the Investor Sellers may nominate in writing within 3 Business Days of the Conditions Longstop Date)), £30,000,000 (the “ Antitrust Termination Fee ”). The obligations of the Buyer in relation to the Antitrust Termination Fee shall be satisfied by payment to the account referred to in this Clause 5.8. As between the Investor Sellers, the Antitrust Termination Fee shall be divided amongst them pro-rata to their holdings of A Ordinary Shares and B2 Ordinary Shares (taken together). The parties hereby acknowledge and agree that:

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the performance and observance by each Group Company, or, where stated in Schedule 4, by the Company, of those matters listed in Part B of Schedule 4; and

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Each Seller severally warrants to the Buyer that, as at the date of this Agreement, save as Disclosed in: (a) paragraphs 1 to 8 of section 1.1 of the specific disclosures included in the Disclosure Letter; (b) section 21.15 of the specific disclosures included in the Disclosure Letter; and (c) for the purposes of the warranty in Clause 9.1.7, Part C of Schedule 4 to the Management Deed, and as at Completion, save, for the purposes of the warranties in Clauses 9.1.4 and 9.1.7, as Disclosed in paragraphs 5 to 7 of section 1.1 of the specific disclosures included in the Disclosure Letter:

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The Buyer warrants to each of the Sellers that as at the date of this Agreement and as at Completion:

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Each Seller and the Buyer undertake to each other for itself and for each of that person’s Connected Persons that except (a) as expressly provided for in any Transaction Document or (b) in the case of fraud, it has no rights against and may not make any claim against any employee, director, agent, officer or (except to the extent such adviser has entered into a reliance letter with it) adviser of another party or any of that other party’s Connected Persons on whom it may have relied before agreeing to any term of, or entering into, this Agreement or any other Transaction Document, and each and every such person shall be entitled to enforce this Clause 9.3 under the Contracts (Rights of Third Parties) Act 1999.

The Buyer acknowledges and agrees that:

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The Guarantor warrants to each of the Sellers that as at the date of this Agreement and as at Completion:

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shall be limited to, and shall in no event exceed, an amount equal to the Consideration actually received by that Seller pursuant to this Agreement.

exceeds £10,000,000, in which case the liability of the Sellers shall be equal to the entire amount of the liability and not merely the excess.

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after (and excluding) the date of Completion, specifying, in such reasonable detail, the legal and factual basis of the Seller Claim, the evidence on which the Buyer relies and, if reasonably practicable, the amount likely to be claimed.

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No party shall be liable for any indirect or consequential losses or any loss of profit, turnover, business, goodwill or reputation, or any damages, claims, demands, proceedings, costs, expenses, penalties, legal and other professional fees or any costs in relation to such indirect or consequential losses or damages which may be suffered or incurred by another party to this Agreement (or their Connected Persons) or which arise directly or indirectly in connection with any claim against a party to this Agreement or the Group Companies by any third party.

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The Buyer acknowledges that the Confidential Management Presentations were provided to it on the basis that none of the Sellers nor any of their advisers makes any representation or warranty as to the accuracy or completeness of such information or accepts any duty of care to the Buyer in respect of the provision of such information.

None of the limitations contained in this Clause 10 shall apply to any Seller Claim that arises or is increased, or is delayed, as a result of fraud.

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in each case reduced to take account of recoverable VAT thereon and by any Relief available to any Group Company in respect thereof (together, the “ Kenya Reorganisation Costs ”), exceeds the Estimated Kenya Costs, in each case, to the extent that such Kenya Reorganisation Costs would not have been incurred if the Kenya Reorganisation had not taken place and, for the avoidance of doubt, not including (a) any costs or fees incurred in respect of the satisfaction of the CAK Condition or any other obligations under Clause 5 (or clause 5 of the transfer agreement entered into pursuant to Step 3 of the Kenya Reorganisation); and (b) any Tax Liability, legal, accounting or other advisers’ costs or any fees which would have been incurred as a result of the Transaction if the CAK Condition had been satisfied prior to Completion.

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in which case the party concerned shall take all such steps as may be reasonable and practicable in the circumstances to agree the contents of such announcement with the Sellers’ Representatives and the Buyer before making such announcement and provided that any such announcement shall be made only after notice to the Sellers’ Representatives and the Buyer, provided further, that, after Completion, the Buyer or its direct or indirect parent corporation shall not be required to give notice to or obtain the agreement of the Sellers’ Representatives or any Seller with respect to any announcement, disclosure or filing by any of them pursuant to the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or the applicable rules of the New York Stock Exchange, save that the Sellers acknowledge that it is not reasonable or practicable to notify or agree the contents of any responses to questions in investor calls or presentations. The Sellers acknowledge that the Buyer or its direct or indirect parent corporation shall file a copy of this Agreement in connection with the current report on SEC Form 8-K disclosing the Buyer’s entry into this Agreement, after having provided the Sellers with a draft report and the opportunity to provide comments in advance of such filing.

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provided that prior to disclosure or use of any information pursuant to Clause 13.4.1 or 13.4.2, the party concerned shall promptly notify or procure the notification of the other parties of such requirement with a view to providing (if reasonably practicable to do so) the other parties with the opportunity to contest such disclosure or use or otherwise to agree the timing and content of such disclosure or use, provided further, that, after Completion, the Buyer or its direct or indirect parent corporation shall not be required to give notice to or obtain the agreement of the Sellers’ Representatives or any Seller with respect to any announcement, disclosure or filing by any of them pursuant to the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or the applicable rules of the New York Stock Exchange.

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Where any notice, consent or agreement is expressed under this Agreement as being given by the “Sellers’ Representatives”, such notice, consent or agreement shall only be valid if given jointly by all of the Sellers’ Representatives (directly or by a duly authorised attorney) (to the extent there is more than one). In the event of any inconsistency, no notice, consent or agreement will be deemed to have been given.

Each Seller shall insofar as it/he/she is able to do so after Completion and at the cost and expense of the Buyer, execute and deliver all such documents, and do all such things, as the Buyer may from time to time reasonably consider necessary for the purpose of vesting the Shares in the Buyer in accordance with the terms of this Agreement.

Any provision of this Agreement and any other documents referred to in it which is capable of being performed after but which has not been performed at or before Completion and all warranties and covenants and other undertakings contained in or entered into pursuant to this Agreement shall remain in full force and effect notwithstanding Completion.

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Any notice or other communication to be given or made under or in connection with this Agreement (each a “ Notice ”) must be given in writing to the party due to receive such Notice and must be signed by or on behalf of the person giving it.

A Notice must be served in one of the following ways:

Unless there is evidence that it was received earlier, a Notice is deemed given, as follows:

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For the purposes of this Clause 19, the authorised address and fax number of:

C/O Vistra Corporate Services (BVI) Limited

Offshore Incorporations Centre

P.O. Box 4714

Road Town

Tortola

British Virgin Islands

Fax number: +65 6593 3711

For the attention of: Caroline Baker

with a copy (which shall not constitute notice) to:

Ropes & Gray LLP

60 Ludgate Hill

London

EC4M 7AW

United Kingdom

Fax number: +44 20 3201 1501

For the attention of: Will Rosen

and

Ropes & Gray LLP

41 ^st Floor

One Exchange Square

8 Connaught Place

Central Hong Kong

Fax number: +852 3664 6588

For the attention of: Peng Yu

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C/O Hackwood Secretaries Limited

One Silk Street

London

EC2Y 8HQ, United Kingdom

with a copy (which shall not constitute notice) to:

Linklaters LLP Shanghai Office

29th Floor

Mirae Asset Tower

166 Lu Jia Zui Ring Road

Shanghai

200120 China

Fax number: +86 21 2891 1818

For the attention of: Richard Gu

and

Linklaters LLP

One Silk Street

London

EC2Y 8HQ, United Kingdom

Fax number: +44 207 456 2222

For the attention of: Carlton Evans

Giles Michael Turrell

39 Albury Road

Walton on Thames

Surrey

KT12 5DT

with a copy (which shall not constitute notice) to:

Mills & Reeve LLP

Botanic House, 100 Hills Road

Cambridge

CB2 1PH

United Kingdom

Fax number: +44 1223 355848

For the attention of: Anthony McGurk

Post Holdings, Inc.

2503 S. Hanley Road

St Louis, Missouri 63144

Fax number: +1 314 646 3367

For the attention of: Diedre J. Gray, SVP, General Counsel, Chief Administrative Officer and Secretary

with a copy (which shall not constitute notice) to:

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Lewis Rice LLC

600 Washington Avenue

Suite 2500

St Louis, Missouri 63101

Fax: +1 314 621 7671

For the attention of: Tom W. Zook

and

Baker & McKenzie LLP

100 New Bridge Street

London

EC4V 6JA

United Kingdom

Fax number: +44 (0) 20 7919 1999

For the attention of: Charles Whitefoord

A party may change its address or fax number for service provided that it gives each other party to this Agreement not less than five Business Days’ prior notice in accordance with this Clause 19. Until the end of such notice period, service on either address shall remain effective.

If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions in that jurisdiction nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

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Except as expressly stated in this Agreement, a person who is not a party to this Agreement may not enforce or enjoy the benefit of any term of this Agreement under the Contracts (Rights of Third Parties) Act 1999. Notwithstanding any term of this Agreement, no consent of any third party is required for any amendment (including any release or compromise of any liability) or termination of this Agreement.

This Agreement may be executed in any number of counterparts and by each party on separate counterparts. Each counterpart is an original and all counterparts taken together shall constitute one and the same instrument. Delivery of a counterpart of this Agreement by email (including by attachment) or telecopy shall be an effective mode of delivery.

This Agreement, including Clause 28.2, and all matters arising from it (including all non-contractual obligations) are governed by English law.

Any and all disputes arising out of or in connection with this Agreement, including any dispute regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (the “ SIAC ”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (the “ SIAC Rules ”) for the time being in force, which SIAC Rules are deemed to be incorporated by reference into this Clause 28.2.

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SCHEDULE 1

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SCHEDULE 3

COMPLETION ARRANGEMENTS

Part A: Sellers’ Obligations

On or prior to Completion, the Sellers shall deliver (or cause to be delivered) to the Buyer or the Buyer’s Solicitors:

Share transfers, statutory books, etc.

Resignations

Other documents

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At Completion, the Investor Sellers agree with the Buyer to procure (and the Buyer agrees to co-operate with the Investor Sellers to procure) that at or prior to Completion a board meeting of each relevant Material Group Company (other than the Joint Venture Companies) will be duly convened and held at which (where relevant):

Immediately following Completion, each of the Management Sellers who has taken out a loan with any Group Company shall repay such loan together with any accrued but unpaid interest.

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Part B: Buyer’s Obligations

On or prior to Completion, the Buyer shall:

to the Sellers by electronic transfer of immediately available funds to the Ropes & Gray client account or such other UK account as the Sellers’ Representatives may direct;

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SCHEDULE 4

PRE-COMPLETION UNDERTAKINGS

Part A

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Part B

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Part C

1.

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The Buyer hereby undertakes that it will not, prior to Completion, save as required by any law, applicable securities exchange, supervisory, regulatory or governmental body, divulge any confidential information relating to any member of the Group obtained by it or any Connected Person of the Buyer pursuant to paragraph 1(e) of Part C of this Schedule to any person other than its own officers, employees or professional advisers.

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IN WITNESS of which this document has been executed and delivered as a deed on the date which first appears on page 2 above.