AMENDMENT NO. 3 TO AMENDED AND RESTATED VOTING AGREEMENT

Exhibit 17

AMENDMENT NO. 3 TO AMENDED AND RESTATED VOTING AGREEMENT

This AMENDMENT NO. 3 TO AMENDED AND RESTATED VOTING AGREEMENT (this “Amendment No. 3”) is made and entered into as of February 15, 2016, by and among Mohammad Abu-Ghazaleh (“MAG”), and the undersigned stockholders (collectively, the “Stockholders”) of Fresh Del Monte Produce Inc., an exempted limited holding company incorporated under the laws of the Cayman Islands (“Del Monte”).

RECITALS

A. MAG and certain of the Stockholders are party to that certain Amended and Restated Voting Agreement dated January 19, 2010, as amended by that certain Amendment No. 1 to Amended and Restated Voting Agreement dated June 25, 2010, and as amended by that certain Amendment No. 2 to Amended and Restated Voting Agreement dated March 14, 2011 (as so amended, the “Current Agreement”).

B. MAG and the Stockholders party to the Current Agreement desire to join certain of the Stockholders as parties to the Current Agreement, make certain changes to the terms of the Current Agreement and amend and restate Exhibit A to the Current Agreement to reflect the current number of Del Monte’s Ordinary Shares, par value $0.01 per share (“Ordinary Shares”), of which each Stockholder is the record holder or beneficial owner.

In consideration of the foregoing and the representations, warranties, covenants and agreements set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree to amend the Current Agreement as follows:

1. JOINDER

Xxxxxx Xxxxxxx Abu-Ghazaleh and Saif Xxxxx Xxx-Xxxxxxxx (each a “New Stockholder”) each hereby join as a party to the Current Agreement, as amended by this Amendment No. 3, and, in connection therewith, shall have all the rights, shall observe all the obligations, and hereby make all of the representations and warranties, applicable to, and made by, Stockholders under the Current Agreement, as amended by this Amendment No. 3.

Each of the New Stockholder represents and warrants that he/she has received a copy of, and has reviewed the terms of, the Current Agreement.

2. ADDITION OF SECTION 5.12

The Current Agreement hereby is amended by adding the following new section after Section 5.11 of the Current Agreement:

5.12 Joinder of New Parties. Notwithstanding anything else in this Agreement to the contrary, additional persons or entities may become parties to this Agreement, and therefore a “party” and a “Stockholder” hereunder, by executing and delivering one or more joinders to this Agreement, with any such joinder to be in form and substance satisfactory to MAG in his sole discretion. Upon the due execution and delivery of any such joinder, any such person or entity who has duly

executed and delivered such joinder shall become bound by all provisions hereof to which the Stockholders are bound, such that the terms “party,” “parties,” “Stockholder” and “Stockholders,” in each case as and when used in this Agreement, shall thereafter include and apply equally to such person or entity. In the case of any such joinder, MAG shall have authority to confirm and accept such joinder on his own behalf and on behalf of each Stockholder.

3. AMENDED AND RESTATED EXHIBIT A

Exhibit A to the Current Agreement hereby is amended and restated and replaced with Exhibit A attached to this Amendment No. 3.

4. MISCELLANEOUS

Governing Law. This Amendment shall be governed by and construed exclusively in accordance with the laws of the State of Florida, excluding that body of law relating to conflict of laws.

Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

SIGNATURE ON FOLLOWING PAGE

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first above written.

MOHAMMAD ABU-GHAZALEH

/s/ Xxxxxxxx Xxx-Xxxxxxxx

XXXX ABU-GHAZALEH

/s/ Amir Abu-Ghazaleh

OUSSAMA ABU-GHAZALEH

/s/ Oussama Abu-Xxxxxxxx

XXXXXX ABU-GHAZALEH

/s/ Xxxxxx Xxx-Xxxxxxxx

XXXXX XXX-XXXXXXXX

/s/ Xxxxx Xxx-Xxxxxxxx

XXXXX XXX-XXXXXXXX

/s/ Xxxxx Xxx-Xxxxxxxx

XXXX ABU-GHAZALEH

/s/ Wafa Abu-Xxxxxxxx

XXXXXX ABU-GHAZALEH

/s/ Fatima Abu-Ghazaleh

NARIMAN ABU-GHAZALEH

/s/ Nariman Abu-Ghazaleh

MAHA ABU-GHAZALEH

/s/ Maha Abu-Xxxxxxxx

XXXXXX XXXX XXXXXXXXXXX

/s/ Xxxxxx Xxxx Xxxxxxxxxxx

XXXXXX XXXXXXX XXX-XXXXXXXX

/s/ Xxxxxx Xxxxxxx Abu-Xxxxxxxx

XXXXX XXXXXXXX XXXXX XXX XXXXXXXX

/s/ Ahmad Xxxxxxxx Xxxxx Xxx Xxxxxxxx

XXXXX XXXX ABU-GHAZALEH

/s/ Xxxxx Xxxx Abu-Ghazaleh

XXXXXXX XXXX XXXXX XXXXXXXXXXX

/s/ Xxxxxxx Xxxx Xxxxx Xxxxxxxxxxx

XXXXX XXXXXXX ABU-GHAZALEH

/s/ Xxxxx Xxxxxxx Abu-Ghazaleh

XXXX XXXXX ABU-GHAZALEH

/s/ Xxxx Xxxxx Abu-Xxxxxxxx

XXXXXX XXXXXXX XXX-XXXXXXXX
/s/ Xxxxxx Xxxxxxx Abu-Xxxxxxxx
XXXXX SHEIK ALSAGHA
/s/ Xxxxx Xxxxx Alsagha
RABIE GLILAH
/s/ Rabie Glilah
ROYAL EXECUTIVE SERVICES S.P.A.
By:		/s/ Xxxx Xxxxx Abou-Xxxxxxxx Xx-Xxxxxxxx
Name:		Xxxx Xxxxx Abou-Xxxxxxxx Xx-Xxxxxxxx
Title:		Chief Executive Officer
XXXXX XXXXXXXX XXXXX XXXXXXXX
/s/ Xxxxx Xxxxxxxx Hasan Xxxxxxxx
XXXXXXX GLILAH
/s/ Mohamed Glilah
OUSSAMA GLILAH
/s/ Oussama Glilah
XXXXX ABOU GHAZALEH
/s/ Xxxxx Abou Xxxxxxxx

XXXXXX ABU-GHAZALEH, FOR AND ON BEHALF

AS PARENT/LEGAL GUARDIAN OF OMAR ABU-GHAZALEH

/s/ Xxxxxx Xxx-Xxxxxxxx

XXXXXX ABU-GHAZALEH, FOR AND ON BEHALF

AS PARENT/LEGAL GUARDIAN OF YASMINA ABU-GHAZALEH

/s/ Kareem Abu-Ghazaleh

XXXXXXXXX XXXXX XX-XXXXX

/s/ Xxxxxxxxx Xxxxx Xx-Xxxxx

XXXXX XXXXXXXX ABU-GHAZALEH, FOR AND ON BEHALF

AS PARENT/LEGAL GUARDIAN OF AYA XXXXX XXX-XXXXXXXX

/s/ Xxxxx Xxxxxxxx Abu-Ghazaleh

XXXXX XXXXXXXX ABU-GHAZALEH, FOR AND ON BEHALF

AS PARENT/LEGAL GUARDIAN OF XXXXXXX XXXXX ABU-GHAZALEH

Xxxxx Xxxxxxxx Abu-Ghazaleh

XXXXX XXXXXXXX ABU-GHAZALEH, FOR AND ON BEHALF

AS PARENT/LEGAL GUARDIAN OF SAIF XXXXX XXX-XXXXXXXX

/s/ Xxxxx Xxxxxxxx Abu-Ghazaleh

XXXXX XXXXXXXX ABU-GHAZALEH, FOR AND ON BEHALF

AS PARENT/LEGAL GUARDIAN OF XXXX XXXXX ABU-GHAZALEH

/s/ Xxxxx Xxxxxxxx Abu-Ghazaleh

XXXXX XXXXXXX ABU-GHAZALEH, FOR AND ON BEHALF

AS PARENT/LEGAL GUARDIAN OF LAYLA XXX XXXXXXX

/s/ Xxxxx Xxxxxxx Abu-Ghazaleh

XXXXX XXXXX XXXXXXXXXXX

/s/ Xxxxx Xxxxx Xxxxxxxxxxx

DOHA CHALLAH XXXXXXXXXXX

/s/ Doha Challah Xxxxxxxxxxx

EXHIBIT “A”

Stockholder		Total Number of Ordinary Shares Beneficially Owned Directly(1)(2)
Amir Abu-Ghazaleh			3,381,201
Oussama Abu-Ghazaleh			2,926,489
Xxxxxx Xxx-Xxxxxxxx			2,751,666
Xxxxx Xxx-Xxxxxxxx			2,685,000
Xxxxx Xxx-Xxxxxxxx			327,797
Wafa Abu-Ghazaleh			309,901
Fatima Abu-Ghazaleh			265,000
Nariman Abu-Ghazaleh			200,652
Maha Abu-Ghazaleh			197,134
Xxxxxx Xxxx Xxxxxxxxxxx			35,000
Xxxxxx Xxxxxxx Abu-Ghazaleh(3)			20,000
Ahmad Xxxxxxxx Xxxxx Xxx Xxxxxxxx			15,000
Xxxxx Xxx-Xxxxxxxx			15,000
Xxxxxxx Xxxx Xxxxx Xxxxxxxxxxx			15,000
Xxxxx Xxxxxxx Abu-Ghazaleh			15,000
Xxxx Xxxxx Abu-Ghazaleh			15,000
Xxxxxx Xxxxxxx Abu-Ghazaleh			15,000
Xxxxx Xxxxx Alsagha			15,000
Rabie Glilah			15,000
Royal Executive Services S.P.A.			15,000
Xxxxx Xxxxxxxx Xxxxx Xxxxxxxx			15,000
Mohamed Glilah			14,848
Oussama Glilah			12,900
Xxxxx Abou Ghazaleh			12,500
Omar Abu-Ghazaleh			11,600
Yasmina Abu-Ghazaleh			11,600
Xxxxxxxxx Xxxxx Xx Xxxxx			10,500
Aya Xxxxx Xxx-Xxxxxxxx			10,000
Xxxxxxx Xxxxx Abu-Ghazaleh			10,000
Saif Xxxxx Xxx-Xxxxxxxx			10,000
Xxxx Xxxxx Abu-Ghazaleh			10,000
Layla Xxx Xxxxxxx			10,000
Xxxxx Xxxxx Xxxxxxxxxxx			6,654
Doha Challah Xxxxxxxxxxx			600

(1) Each Stockholder expressly disclaims beneficial ownership of the Ordinary Shares held by each other Stockholder except to the extent of such Stockholder’s pecuniary interest therein.

(2) As of the date of this Amendment No. 3.

(3) Amount excludes 13,361,042 Ordinary Shares beneficially owned by Mohammad Abu-Ghazaleh, Mrs. Abu-Ghazaleh’s spouse. Mrs. Abu-Ghazaleh expressly disclaims beneficial ownership of such excluded Ordinary Shares except to the extent of her pecuniary interest therein.