🧾 What This Document Is

This is a proxy statement and notice for Dole plc's upcoming Annual General Meeting (AGM). Think of it as the official invitation and instruction manual for shareholders.

👉 Why it exists: Companies are required to send this to shareholders before a major meeting. It explains what will be voted on, provides background info, and tells shareholders how to cast their votes (by proxy if they can't attend in person).

🏢 The Meeting Details

What: Dole plc's 2026 Annual General Meeting.
When: May 20, 2026, at 1:00 p.m. Irish Daylight Time (8:00 a.m. Eastern Daylight Time).
Where: Arthur Cox LLP Offices, Ten Earlsfort Terrace, Dublin 2, Ireland.
Who Can Vote: Shareholders who owned stock as of the close of business on March 26, 2026 (the "Record Date"). There were 95,164,645 common shares outstanding on that date.

👉 Why it matters: This is your chance, as an owner, to have a say in the company's leadership and certain key decisions.

🗳️ What Shareholders Are Voting On

There are four main proposals. The Board recommends voting "FOR" all of them.

Proposal 1: Elect Directors You're voting to appoint four people to the Board of Directors:

Jacinta Devine
Johan Lindén
Jimmy Tolan
Kevin Toland

Proposal 2: Appoint Auditors This is a two-part vote:

A non-binding vote to ratify the appointment of KPMG LLP as the company's auditors.
A binding vote to give the Audit Committee the power to set KPMG's pay.

Proposal 3 & 4: Standard Corporate Authorities These are routine but important grants of power to the Board under Irish law:

Proposal 3: Authority to issue new shares.
Proposal 4: Authority to exclude "pre-emption rights" (which normally give existing shareholders first dibs on new shares) in certain situations.

👉 Why it matters: Proposals 1 & 2 are about oversight and accountability. Proposals 3 & 4 give the company flexibility to raise capital or make deals efficiently. Proposal 4 requires a higher 75% vote to pass.

📋 The Voting "How-To"

Voting Methods: You can vote by mail, online (at www.investorvote.com/DOLE for record holders), or in person at the meeting.
Deadline: Online proxies must be received by 4:59 a.m. Irish Time on May 20, 2026 (11:59 p.m. ET on May 19).
Quorum Needed: At least two people present (in person or by proxy) holding shares representing over 50% of the voting power.
Changing Your Vote: You can revoke a previous proxy and change your vote anytime before the final vote at the meeting.

🧠 Background: Who is Dole plc?

This section clarifies the company's history. Dole plc was formed from the 2021 merger of Total Produce (a global fresh produce supplier) and the Dole Food Company (the well-known brand). It completed its IPO on the NYSE on July 30, 2021. The company is headquartered in Dublin, Ireland.

👉 Why it matters: Understanding the merger context helps explain why the company's structure and this Irish-law AGM exist.

📬 Logistics & Questions

Review Materials: The company's full 2025 financial statements (the "Irish Financial Statements") are available on their website. Shareholders are encouraged to review them.
Householding: To reduce waste, the company may send only one set of materials to a household with multiple shareholders unless told otherwise.
Need Help? Contact the proxy solicitor, Sodali & Co:
- North America Toll-Free: (800) 662-5200
- International Collect: (203) 658-9400
- Email: [email protected]
Future Proposals: Shareholders who want to propose something for the 2027 meeting must notify the Company Secretary ([email protected]) between February 19, 2027, and March 21, 2027.

🧠 The Analogy

Attending this AGM is like being a member of a club at its annual members' meeting. You get to vote on who sits on the club's board, approve the accountants who check the club's books, and give the board permission to handle certain day-to-day operations so the club can run smoothly.

🧩 Final Takeaway

This is your annual opportunity as a Dole shareholder to officially vote on the people who govern the company and approve key operational authorities. The Board is asking for your support to continue its current direction and maintain corporate flexibility.

Dole plc — 8-K Filing