Annual Financial Report

Annual Financial Report

Tate & Lyle PLC

Tate & Lyle PLC

Annual Financial Report

Tate & Lyle PLC (the “Company”) confirms that copies of the following documents have been submitted to the UK Listing Authority and will shortly be available for inspection at the UK Listing Authority’s Document Viewing Facility:

1. Annual Report and Accounts 2010;

2. Notice of Annual General Meeting 2010; and

3. Proxy Form.

The UK Listing Authority’s Document Viewing Facility is situated at:

Financial Services Authority
25 The North Colonnade25 The North Colonnade
Canary WharfCanary Wharf
London E14 5HSLondon E14 5HS

The Annual Report and Accounts 2010 and Notice of Annual General Meeting 2010 are also available on Tate & Lyle’s website at www.tateandlyle.com/annual_report.

Pursuant to DTR 6.1.2, the Company confirms that one of the resolutions to be proposed at the Annual General Meeting is the adoption of new Articles of Association. A description of the material changes is contained in the Notice of Annual General Meeting 2010. Two copies of the proposed new Articles of Association have been forwarded to the Financial Services Authority and a copy of the proposed new Articles of Association will shortly be available on the Company’s website, www.tateandlyle.com.

The Company announced its full year results on 27 May 2010. Attached to this announcement is additional information for the purposes of compliance with the Disclosure and Transparency Rules (including principal risk factors and a responsibility statement) which has been extracted from the Annual Report and Accounts 2010 and the page numbers in the text refer to the page numbers in that document.

Lucie Gilbert
Deputy Company SecretaryDeputy Company Secretary
23 June 201023 June 2010

APPENDIX A

RISK FACTORS

The following information is set out on pages 16 and 17 of the Annual Report 2010.

Tate & Lyle could be affected by a number of risks, which may have a material adverse effect on our reputation, operations and financial performance.

The Group’s enterprise-wide risk management and reporting process helps management to identify, assess and mitigate risk. The process involves the identification and prioritisation of key risks, together with associated controls and plans for mitigation, through an ongoing programme of workshops, facilitated by the risk management function.

The risks identified are collated and reported through functional and divisional levels to the Group Executive Committee. This culminates in the identification of the Group’s key business, financial, operational and compliance risks with associated action plans and controls to mitigate them where possible (and to the extent deemed appropriate after assessing the costs and benefits). Further details of the risk management process are on page 45 and the key risks and uncertainties identified as part of this process, together with some of the mitigating actions that we are taking, are listed below.

The Group is exposed to a number of other risks, some of which may have a material impact on its results. It is not possible to identify or anticipate every risk that may affect the Group. Our overall success as a global business depends, in part, upon our ability to succeed in different economic, social and political environments and to manage and to mitigate these risks.

KEY RISKS

Failure to act safely and to maintain the continued safe operation of our facilities and quality of our products.

The safety of our employees, contractors, suppliers, the communities in which we operate and consumers of our products is paramount. We must operate within local laws, regulations, rules and ordinances relating to health, safety and the environment, including pollution. The operation of plants involves many risks, including failure or sub-standard performance of equipment; improper installation or operation of equipment; and natural disasters.

Examples of mitigating actions

- Health and safety policies and procedures at all facilities

- Dedicated staff at all locations to ensure policies are embedded and measured

- Environmental management systems at production facilities

- Specialist environmental consultants brought in when required

- Product safety and quality policies and procedures in place to prevent contamination

- Board annual review of Group safety / environmental performance / policies

Failure to attract, develop and retain key personnel

Performance, knowledge and skills of employees are central to success. We must attract, integrate and retain the talent required to fulfil our ambitions. Inability to retain key knowledge and adequately plan for succession could have a negative impact on Company performance.

Examples of mitigating actions

- Remuneration policies designed to attract, retain and reward employees with ability and experience to execute Group strategy

- Talent strategy to provide opportunities for employees to develop careers

Non-compliance with legislation and regulation

The Group operates in diverse markets and therefore is exposed to a wide range of legal and regulatory frameworks. We must understand and comply with all applicable legislation. Any breach could have a financial impact and damage our reputation.

Examples of mitigating actions

- Regulatory managers monitor changes in legislation and develop action plans

- External consultants provide quarterly reports on regulatory change

- Legal teams maintain compliance policies in areas such as antitrust, money laundering and anti-corruption laws; and provide ongoing training to employees

Fluctuations in prices, offtake and availability of raw materials, energy, freight and other operating inputs

Margins may be affected by fluctuations in crop prices due to factors such as harvest and weather conditions, crop disease, crop yields, alternative crops and by-product values. In some cases, due to the basis for pricing in sales contracts, or due to competitive markets, we may not be able to pass on to customers the full amount of raw material price increases or higher energy, freight or other operating costs.

Examples of mitigating actions

- Strategic relationships with suppliers

- Multiple-source supply agreements for key ingredient supplies

- Balanced portfolio of supply and tolling contracts in operation with customers to manage balance of raw material prices and product sales prices and volume risks

- Raw material and energy purchasing policies to provide security of supply

- Derivatives used where possible to hedge exposure to movements in future prices of commodities

Failure to protect intellectual property

Our commercial success depends, in part, on obtaining and maintaining patent protection on certain products and technology. We must successfully defend patents against third-party challenges or infringements.

Examples of mitigating actions

- The Group legal department, supported by expert patent lawyers, monitors all patents

- Organised and secure process for identifying and recording innovations, trade secrets and potential patentable ideas

Competitors may achieve significant advantage through technological step change or higher service levels

Competitors could introduce a major technological step change, such as significantly improving the efficiency of a production process and lowering costs (and thereby commoditising products); or introduce a new product with better functionality which in turn could lead to a decline in our sales and/or profitability. We must ensure we exceed or at least match competitors’ service and quality performance.

Examples of mitigating actions

- 250-strong global Innovation and Commercial Development team to produce innovations in product development, applications, manufacturing technology and customer services

Failure to counter negative perceptions of the Group’s products

We must be fully prepared to counter unexpected/unfounded negative publicity about our products.

Examples of mitigating actions

- Innovation and Commercial Development and regulatory teams substantiate relevant product claims

- Media relations department monitors Group press coverage and has action plans to deal with any negative publicity

Failure to maintain high standards of customer service and identify important consumer trends

Not meeting the required service levels, especially where the business is heavily reliant on a particular customer, and/or falling behind the curve on emerging dietary trends could have a negative impact on performance and reputation.

Examples of mitigating actions

- Innovation and Commercial Development team works closely with customers and advisors to identify emerging trends

- Annual consumer-facing research to ensure we are aware of consumers’ needs and expectations

- Global key account managers in place for major customers

Failure to manage capital expenditure and working capital during the current period of uncertainty and global economic downturn

The ongoing relative scarcity of capital may impact and restrict our investment decisions. We must manage our finances within strictly controlled parameters, particularly when external financial conditions are uncertain and highly changeable.

Examples of mitigating actions

- Capital expenditure procedures to control and monitor allocation and spend

- Significant projects approved and monitored by the Board

- Debt and working capital levels monitored constantly and reported monthly to the Board

Failure to maintain an effective system of internal financial controls

Without effective internal financial controls, we could be exposed to financial irregularities and losses from acts which could have a significant impact on the ability of the business to operate. We must safeguard business assets and ensure accuracy and reliability of records and financial reporting.

Examples of mitigating actions

- Authorisation policies ensure that key tasks are segregated to safeguard assets

- Detailed internal finance and capital expenditure manuals set out procedure

- Group financial performance monitored with monthly Board reports and regular forecasting

- Chief Executive and Group Finance Director undertake detailed quarterly business and financial reviews

Failure to set out a clear strategic vision as well as provide accurate and timely information to the market

The share price is based on the expectations of a wide variety of market participants such as analysts, brokers, investment funds and other investors. Media stories or rumours can influence these expectations. We must ensure our communications are clear and timely to enable the investment community to efficiently assess the Company’s value, and reduce the risk of uncertainty and volatility in the share price.

Examples of mitigating actions

- Procedures to monitor Group financial performance and communicate with the market via regular trading updates

- Investor relations department, supported by external advisors, ensures all communications are timely, clear and consistent and comply with regulatory and legislative requirements

Exchange rate fluctuations

The Group operates in many different countries and is subject to currency fluctuations arising on transactional foreign currency exposures and the translation of overseas subsidiaries’ results which could create earnings and balance sheet volatility. For example, a weakening of the US dollar and the euro against sterling would have a negative impact on net assets and shareholders’ funds reported in sterling.

Examples of mitigating actions

- Borrowings in different foreign currencies, principally US dollars, to provide partial match for the Group’s major foreign currency assets

- Banking covenants for US$1 billion revolving credit facility to eliminate the distortion of foreign exchange volatility

- Group internal finance manual sets out procedures on exchange rate risk management policies

APPENDIX B

DIRECTORS’ RESPONSIBILITY STATEMENT

The following statement is extracted from page 57 of the Annual Report 2010

Each of the directors, whose names and functions are listed on pages 38 and 39, confirms that, to the best of his or her knowledge:

- the Group financial statements, which have been prepared in accordance with IFRSs as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit of the Group; and

- the business review contained in the directors’ report includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal risks and uncertainties that it faces.