Premier Foods PLC

AGM Information • Dec 14, 2020

IMPORTANT INFORMATION

In light of the UK Government's current guidance on public gatherings and associated social distancing measures in response to the COVID-19 pandemic, and the regulations set out in Schedule 14 of the Corporate Insolvency and Governance Act, the Board has concluded that the General Meeting will be a closed meeting and Shareholders cannot be permitted to attend the General Meeting in person.

Instead of attending the 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 11:00am on Saturday, 9 January 2021.

Shareholders who wish to appoint a proxy are strongly encouraged to appoint the Chairman of the meeting as their proxy. Please note that the appointment of a person other than the Chairman of the General Meeting as your proxy will not be valid, as that person will also not be permitted to attend the meeting in person in order to vote on your behalf.

We will continue to monitor the evolving impact of the pandemic and the UK Government's guidance and regulations and, if it becomes appropriate or necessary to make changes to the proposed format of the General Meeting, we will inform Shareholders as soon as we can via our website (www.premierfoods.co.uk). Shareholders should check our website to ensure they have the most up to date information available regarding the General Meeting.

Notice of Availability

A Circular to shareholders dated 14 December 2020, including the Notice of General Meeting, is 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.

Equiniti Aspect House Spencer Road LANCING BN99 8GZ

Business Reply Plus Licence Number RXHK – HBCL – RTAT

1.

• A shareholder entitled to vote at the meeting may appoint one or more proxies to exercise all or any of his/her Notes: rights to vote instead of him/her. A proxy need not be a shareholder of the Company. 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
• meeting in person in order to cast the shareholder's vote. pandemic, if a shareholder appoints someone else as their proxy, that proxy will not be able to attend the introduction in the Notice of General Meeting, in light of the current situation regarding the COVID-19 shareholders who wish to appoint a proxy appoint the Chairman of the meeting. As set out in the Chairman's
• 3.Please specify the number of shares to be voted if not your entire holding.
• 1. To be valid, your signed and dated proxy form must be deposited together with any power of attorney or common seal and/or the hand of a duly authorised officer or attorney. 11.00am on 9 January 2021. In the case of a corporation, the proxy form should be executed under its described in the CREST manual (available via www.euroclear.com) as soon as possible and no later than www.sharevote.co.uk), or for shares held through the CREST proxy voting system, by using the procedures Company's registrars: Equiniti, Aspect House, Spencer Road, Lancing BN99 6DA, sent electronically (via authority under which it is signed or a certified copy of such power or authority, at the offices of the
• 5.In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate appointed through CREST should be communicated to the appointee through other means. enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the be transmitted so as to be received by the issuer's agent (ID RA19) by 11.00am on 9 January 2021. For this proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, described in the CREST manual. The message, regardless of whether it constitutes the appointment of a UK & Ireland Limited's specifications, and must contain the information required for such instruction, as CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear
• 1. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation35(5)(a) of the Uncertificated Securities Regulations 2001.
• The "Withheld" box is provided to enable you to abstain on any particular resolution. However, it should be votes "for" and "against" a resolution but will be counted to establish if a quorum is present. noted that a "vote withheld" is not a vote in law and will not be counted in the calculation of the proportion of

7.

8.

• In the absence of instructions, the person appointed proxy may vote or refrain from voting as he/she thinks fit may properly come before the meeting. refrain from voting as he/she thinks fit on any other business (including amendments to resolutions) which on the specified resolutions and, unless instructed otherwise, the person appointed proxy may also vote or
• 9.Only those shareholders registered in the register of members of the Company at 6.30pm on 9 January 2021 disregarded in determining the rights of any person to attend or vote at the meeting. at that time. Changes to entries on the register of members after 6.30pm on 9 January 2021 shall be shall be entitled to attend or vote at the meeting in respect of the number of shares registered in their name
• 10.In the case of joint registered holders, the signature of one holder on a proxy card will be accepted and the which the names stand on the register of members of the Company in respect of the joint holding. exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the

sterling 174413

Premier Foods plc