Premier Foods PLC

AGM Information • Jul 7, 2020

Premier Foods plc Annual General Meeting 2020 Wednesday 12 August 2020 at 11.00 am

IMPORTANT INFORMATION

In light of the UK Government's current guidance on public gatherings, and the new regulations set out in Schedule 14 of the Corporate Insolvency and Governance Act, the board has concluded that shareholders cannot be permitted to attend the Annual General Meeting in person this year.

The Annual General Meeting will be held by electronic means and will be kept as concise and efficient as possible with the minimum necessary quorum of two shareholders in order to conduct the business of the meeting. The format of the meeting will be purely functional to comply with relevant legal requirements.

Instead of attending this year's Annual General Meeting, shareholders are asked to exercise their votes by submitting their proxy electronically or by post as soon as possible, and these must be received by no later than 11.00 am on Monday 10 August 2020.

Shareholders who wish to appoint a proxy are recommended to appoint the Chairman of the meeting as their proxy. As a result of the current Government restrictions, if a shareholder appoints someone else as their proxy, that proxy will not be able to attend the meeting in order to cast the shareholder's vote.

Notice of Availability

26741 11 June 2019 11:58 am Proof 4

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+

Date

Signature

This card should not be used for any comments, change of address, or other queries; please send separate instruction.

appointments made

+

11/06/2019 11:58:37

one of multiple

box if this is

Please tick this

Premier Foods plc Admission Card

Annual General Meeting 2019 Wednesday 17 July 2019 at 11.00 am

If you come to the meeting please bring this card with you. It is evidence of your right to attend and vote at the meeting and will help you gain admission as quickly as possible.

1. To approve the authority to disapply pre-emption rights for an acquisition or a

specified capital investment.

1. To approve the notice period for general meetings.

2. To approve the authority to disapply pre-emption rights.

3. To approve the authority to allot shares.

4. To approve the authority to make political donations.

5. To approve the remuneration of the auditor.

6. To re-appoint KPMG LLP as auditor.

7. To re-elect Pam Powell as a director.

8. To re-elect Alastair Murray as a director.

9. To re-elect Shinji Honda as a director.

10. To re-elect Richard Hodgson as a director.

11. To elect Daniel Wosner as a director.

12. To elect Orkun Kilic as a director.

13. To elect Simon Bentley as a director.

14. To approve the Directors' Remuneration Report.

15. To receive the 2018/19 annual report.

The Annual report for the 52 weeks ended 28 March 2020 and the Notice of Annual General Meeting 2020 are now available to be viewed and downloaded on the Company's website: www.premierfoods.co.uk If you wish to receive electronic communications and manage your shareholding online please visit the website of our Registrar, Equiniti at www.shareview.co.uk Location of the Annual General Meeting: The offices of Gowling WLG (UK) LLP

for directions.

Resolutions

4 More London Riverside London SE1 2AU

Premier Foods plc shares at the Annual General Meeting to be held on 17

You may also choose to submit your proxy vote electronically at www.sharevote.co.uk using the Voting ID,

Please indicate your vote by marking the appropriate boxes in black ink like this:

X

For

Against

Withheld

Task ID and Shareholder Reference number above.

July 2019 and at any adjournement thereof.

(NOTE 3)

(NOTE 2)

as my/our proxy to attend and vote on my/our behalf in respect of

From London Bridge station, 4 More London is situated 500 metres from the Tooley Street exit of London Bridge railway and underground stations. If you have any difficulties, you can call Gowling WLG's reception on 0370 903 1000

Premier Foods plc Form of Proxy

Voting ID`	Task ID	Shareholder Reference Number
		I/We, the undersigned, being a member of Premier Foods plc, hereby appoint the Chairman of the meeting or
		(NOTE 2)
as my/our proxy to attend and vote on my/our behalf in respect of
		(NOTE 3)
adjournment thereof.		Premier Foods plc shares at the Annual General Meeting to be held on 12 August 2020 and at any

You may also choose to submit your proxy vote electronically at www.sharevote.co.uk using the Voting ID, Task ID and Shareholder Reference number above.

Please indicate your vote by marking the appropriate boxes in black ink like this: X

Resolutions For Against Withheld

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Form of Proxy

Voting ID +

Task ID

I/We, the undersigned, being a member of Premier Foods plc, hereby appoint the Chairman of the meeting or

Shareholder Reference Number

2780-060-S

+

Premier Foods plc

1. To receive the 2019/20 annual report. 2. To approve the Directors' Remuneration Report. 3. To approve the Directors' Remuneration Policy 4. To elect Colin Day as a director. 5. To elect Alex Whitehouse as a director. 6. To elect Duncan Leggett as a director. 7. To elect Helen Jones as a director. 8. To elect Tim Elliott as a director. 9. To re-elect Richard Hodgson as a director. 10. To re-elect Simon Bentley as a director. 11. To re-elect Pam Powell as a director. 12. To re-elect Shinji Honda as a director. 13. To re-elect Daniel Wosner as a director. 14. To re-elect Orkun Kilic as a director. 15. To re-appoint KPMG LLP as auditor. 16. To approve the remuneration of the auditor. 17. To approve the Premier Foods plc Long Term Incentive Plan 2020 18. To approve the authority to make political donations. 19. To approve the authority to allot shares. 20. To approve the authority to disapply pre-emption rights. 21. To approve the authority to disapply pre-emption rights for an acquisition or a specified capital investment. 22. To approve the notice period for general meetings. Signature Please tick this box if this is one of multiple Date appointments made

This card should not be used for any comments, change of address, or other queries; please send separate instruction.

AFFTTDFDTTAFAFDAFTDAATFTAATFFTDTFTDA RTAT–HBCL–RXHK Licence Number Premier Foods plc Admission Card Annual General Meeting 2019 Wednesday 17 July 2019 at 11.00 am

Business Reply Plus

BN99 8GZ LANCING Spencer Road Aspect House Equiniti 26741 11 June 2019 11:58 am Proof 4

26741 Premier Foods Proxy 2019.indd 1

+

Date

Signature

This card should not be used for any comments, change of address, or other queries; please send separate instruction.

appointments made

+

11/06/2019 11:58:37

one of multiple

box if this is

Please tick this

BN99 8GZ

LANCING

Spencer Road

Aspect House

Equiniti

1. Return of this form of proxy will not prevent a registered

shareholder from attending the meeting and voting in person.

1. To approve the remuneration of the auditor.

2. To approve the authority to make political donations.

Name Account Number Premier Foods plc

Shareholder Reference Number

2780-060-S

+

Notes:

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02/07/2020 09:18:2827150-Premier Foods Proxy 2020.indd 2

Signature

• 1. To approve the authority to allot shares.10. To re-appoint KPMG LLP as auditor.9. To re-elect Pam Powell as a director.8. To re-elect Alastair Murray as a director.7. To re-elect Shinji Honda as a director.5. To elect Daniel Wosner as a director.4. To elect Orkun Kilic as a director.3. To elect Simon Bentley as a director.1. A shareholder entitled to vote at the meeting may appoint one or more proxies to exercise all or any of his/her rights to vote instead of him/her. A proxy need not be a shareholder of the Company.
• 1. To approve the notice period for general meetings. 14. To approve the authority to disapply pre-emption rights. 12. To approve the authority to make political donations. 11. To approve the remuneration of the auditor. 6. To re-elect Richard Hodgson as a director. 2. To approve the Directors' Remuneration Report. 2. A proxy need not be a shareholder of the Company and can be either an individual or a body corporate. At the meeting, the proxy can act for the member he or she represents. However, the Board recommends that shareholders who wish to appoint a proxy appoint the Chairman of the meeting. As set out in the Chairman's introduction in the 2020 AGM Notice, in light of the current situation regarding the COVID-19 pandemic, if a shareholder appoints someone else as their proxy, that proxy will not be able to attend the meeting in person in order to cast the shareholder's vote.
• 1. Please specify the number of shares to be voted if not your entire holding.
• 1. To approve the authority to disapply pre-emption rights for an acquisition or a specified capital investment.4. To be valid, your signed and dated proxy form must be deposited together with any power of attorney or authority under which it is signed or a certified copy of such power or authority, at the offices of the Company's registrars: Equiniti, Aspect House, Spencer Road, Lancing BN99 6DA, sent electronically (via www.sharevote.co.uk), or for shares held through the CREST proxy voting system, by using the procedures described in the CREST manual (available via www.euroclear.com) as soon as possible and no later than 11.00am on 10 August 2020. In the case of a corporation, the proxy form should be executed under its common seal and/or the hand of a duly authorised officer or attorney.

• For Against Please bring this card with you to the meeting. Do NOT post this card to the Registrar 5. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA19) by 11.00am on 10 August 2020. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. Location of the Annual General Meeting: The offices of Gowling WLG (UK) LLP 4 More London Riverside London SE1 2AU From London Bridge station, 4 More London is situated 500 metres from the Tooley Street exit of London Bridge railway and underground stations. If you have any difficulties, If you come to the meeting please bring this card with you. It is evidence of your right to attend and vote at the meeting and will help you gain admission as quickly as possible.

  • 1. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. you can call Gowling WLG's reception on 0370 903 1000 for directions.
  • Withheld 7. The "Withheld" box is provided to enable you to abstain on any particular resolution. However, it should be noted that a "vote withheld" is not a vote in law and will not be counted in the calculation of the proportion of votes "for" and "against" a resolution but will be counted to establish if a quorum is present.
  • note 3 in the Notice of AGM.entire holding. present. the meeting. relevant joint holding.8. In the absence of instructions, the person appointed proxy may vote or refrain from voting as he/she thinks fit on the specified resolutions and, unless instructed otherwise, the person appointed proxy may also vote or refrain from voting as he/she thinks fit on any other business (including amendments to resolutions) which may properly come before the meeting. +
  • 1. A shareholder entitled to attend and vote at the meeting may A proxy need not be a shareholder of the Company.rights to attend and to speak and vote instead of him/her. appoint one or more proxies to exercise all or any of his/her 2. To appoint someone other than the Chairman of the meeting indicated. You may appoint more than one proxy, please see meeting" and insert the name of your proxy in the space as your proxy please delete the words "Chairman of the 3. Please specify the number of shares to be voted if not your 4. To be valid, your signed and dated proxy form must be or the hand of a duly authorised officer or attorney.proxy form should be executed under it's common seal and/11.00am on 15 July 2019. In the case of a corporation, the www.euroclear.com) as soon as possible and no later than procedures described in the CREST manual (available via held through the CREST proxy voting system, by using the sent electronically (via www.sharevote.co.uk), or for shares Equiniti, Aspect House, Spencer Road, Lancing BN99 6DA, or authority, at the offices of the Company's registrars: under which it is signed or a certified copy of such power deposited together with any power of attorney or authority 5. The "Withheld" box is provided to enable you to abstain on a resolution but will be counted to establish if a quorum is the calculation of the proportion of votes "for" and "against" "vote withheld" is not a vote in law and will not be counted in any particular resolution. However, it should be noted that a 6. Only those shareholders registered in the register of determining the rights of any person to attend or vote at after 6.30pm on 15 July 2019 shall be disregarded in that time. Changes to entries on the register of members respect of the number of shares registered in their name at 2019 shall be entitled to attend or vote at the meeting in members of the Company at 6.30pm on Monday 15 July 7. In the case of joint registered holders, the signature of one the register of members of the Company in respect of the be determined by the order in which the names stand on of the other joint holders. For this purpose, seniority shall by proxy, shall be accepted to the exclusion of the votes the senior holder who tenders a vote, whether in person or holder on a proxy card will be accepted and the vote of 9. Only those shareholders registered in the register of members of the Company at 6.30pm on Monday 10 August 2020 shall be entitled to attend or vote at the meeting in respect of the number of shares registered in their name at that time. Changes to entries on the register of members after 6.30pm on 10 August 2020 shall be disregarded in determining the rights of any person to attend or vote at the meeting. Form of ProxyPremier Foods plcVoting ID Premier Foods plc shares at the Annual General Meeting to be held on 17as my/our proxy to attend and vote on my/our behalf in respect ofI/We, the undersigned, being a member of Premier Foods plc, hereby appoint the Chairman of the meeting orPlease indicate your vote by marking the appropriate boxes in black ink like this:Task ID and Shareholder Reference number above.You may also choose to submit your proxy vote electronically at www.sharevote.co.uk using the Voting ID, Resolutions 10. To re-appoint KPMG LLP as auditor.9. To re-elect Pam Powell as a director.8. To re-elect Alastair Murray as a director.7. To re-elect Shinji Honda as a director.6. To re-elect Richard Hodgson as a director.5. To elect Daniel Wosner as a director.4. To elect Orkun Kilic as a director.3. To elect Simon Bentley as a director.2. To approve the Directors' Remuneration Report.1. To receive the 2018/19 annual report.specified capital investment.

• In the case of joint registered holders, the signature of one holder on a proxy card will be accepted and the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand on the register of members of the Company in respect of the relevant joint holding. Task ID

X

For

Against

Withheld

July 2019 and at any adjournement thereof.

(NOTE 3)

(NOTE 2)