Bunzl PLC

Proxy Solicitation & Information Statement • Mar 17, 2021

All correspondence to: Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol, BS99 6ZY

Form of Proxy - Annual General Meeting (the 'Meeting') of Bunzl plc (the 'Company') to be held on 21 April 2021

Cast your Proxy online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.

View the Annual Report online: www.bunzl.com

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To be effective, all proxy appointments must be lodged with the Company's registrar at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 19 April 2021 at 2.00 pm

Explanatory Notes:

• 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as their proxy to exercise all or any of their rights, to attend, speak and vote on their behalf at the Meeting. Given the anticipated restrictions on attendance at the Meeting, the Company strongly encourages all shareholders to vote by appointing the Chair of the Meeting as proxy. Appointing the Chair of the Meeting as proxy, rather than another named person, ensures your vote will be counted in the Meeting. If you wish to appoint a person other than the Chair of the Meeting, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise their discretion as to whether, and if so how, they vote (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise their discretion as to whether, and if so how, they vote).
• 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Company's registrar's helpline on +44 (0) 370 889 3257 between 8.30 am and 5.30 pm, Monday to Friday (excluding bank holidays) or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
• 3. The 'Vote Withheld' option overleaf 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 the votes 'For' and 'Against' a resolution.

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 and Section 311 of the Companies Act 2006, entitlement to attend, speak and vote at the Meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at 6.00 pm on 19 April 2021. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend, speak and vote at the Meeting.

Control Number: 916949

PIN: SRN:

• 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via a designated voting platform, any such messages must be received by the issuer's agent prior to 2.00 pm on 19 April 2021. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the relevant designated voting platform) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent via a designated voting platform in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 6. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Company's registrar's helpline on +44 (0) 370 889 3257 between 8.30 am and 5.30 pm, Monday to Friday (excluding bank holidays) to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
• 7. Any alterations made to this form should be initialled.
• 8. In the unlikely event that in-person attendance at the Meeting is permitted under the applicable Covid-19 restrictions in place at the time of the Meeting, the return of a completed proxy form will not prevent a shareholder from attending the Meeting and voting in person if the shareholder wishes to do so.

All Named Holders

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chair of the Meeting. Please leave this box blank if you want to select the Chair of the Meeting. Do not insert your own name(s).

	I/We hereby appoint the Chair of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement on my/our behalf at the Annual General Meeting of Bunzl plc to be held at York House, 45 Seymour Street, London, W1H 7JT on 21 April 2021 at 2.00 pm, and at any adjourned meeting.
	* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front). If applicable, please mark here to indicate that this proxy appointment is one of multiple appointments being made.					Please use a black pen. Mark with an X inside the box as shown in this example.
	Ordinary Resolutions	For	Against	Vote Withheld			For	Against	Vote Withheld
1.	To receive and consider the accounts for the year ended 31 December 2020 together with the reports of the directors and auditors.				13. Approval of remuneration policy.
2.	To declare a final dividend.				14. Approval of remuneration report.
3.	To re-appoint Peter Ventress as a director.				15. Approval of Policy related amendments to the Company's Long Term Incentive Plan.
4.	To re-appoint Frank van Zanten as a director.				16. Approval of new US employee stock purchase plan.
5.	To re-appoint Richard Howes as a director.				17. Renewal of savings-related share option scheme.
6.	To re-appoint Vanda Murray as a director.				18. Authority to allot ordinary shares.
7.	To re-appoint Lloyd Pitchford as a director.				Special Resolutions 19. General authority to disapply pre-emption rights.
8.	To re-appoint Stephan Nanninga as a director.				20. Specific authority to disapply pre-emption rights in connection with an acquisition or specified capital investment.
9.	To appoint Vin Murria as a director.				21. Purchase of own ordinary shares.
	10. To appoint Maria Fernanda Mejía as a director.				22. Notice of general meetings.
	11. To re-appoint PricewaterhouseCoopers LLP as auditors.				23. Amendments to articles of association.
	12. To authorise the directors, acting through the Audit Committee, to determine the remuneration of the auditors.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the Meeting.

Signature	Date
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In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

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