Premier Foods PLC

AGM Information • Jul 23, 2021

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title: Resolution 8
author: david.morris
date: 2021-07-16 10:28:00+00:00

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Premier Foods plc

Incorporated in England & Wales, number 05160050

Registrable resolutions passed at the Annual General Meeting 2021

The following business was duly passed by the requisite majority at the Annual General Meeting of Premier Foods plc (the “Company”) held on Friday 23 July 2021.

Ordinary Resolutions

Resolution 1. That the directors’ and auditor’s reports, and the audited accounts of the Company for the 53 week period ended 3 April 2021 (“2020/21 annual report”) be received.

Resolution 2. That the Directors’ Remuneration Report (other than the part containing the Directors’ Remuneration Policy) for the 53 week period ended 3 April 2021, as set out on pages 68 to 83 of the 2020/21 annual report, be approved.

Resolution 3. That a final dividend of 1.0 pence per ordinary share of the Company in respect of the 53 week period ended 3 April 2021, payable on 30 July 2021 to all shareholders on the register of members at close of business on 2 July 2021, be approved.

That the following individual be elected:

Resolution 4: Yuichiro Kogo as a director

That the following directors who are seeking re-election on an annual basis in accordance with the UK Corporate Governance Code be re-elected:

Resolution 5. Colin Day as a director.

Resolution 6. Alex Whitehouse as a director.

Resolution 7. Duncan Leggett as a director.

Resolution 8. Richard Hodgson as a director.

Resolution 9. Simon Bentley as a director.

Resolution 10. Tim Elliott as a director.

Resolution 11. Helen Jones as a director.

Resolution 12. Pam Powell as a director.

Resolution 13. Daniel Wosner as a director.

Resolution 14. That KPMG LLP be reappointed as auditor of the Company to hold office until the conclusion of the next general meeting at which accounts are laid.

Resolution 15. That the Audit Committee be authorised to determine the remuneration of the auditor on behalf of the Board.

Authority to make political donations

Resolution 16. That, in accordance with sections 366 and 367 of the Companies Act 2006, the Company and all companies which, at any time during the period for which this resolution has effect, are subsidiaries of the Company, be and are hereby authorised, in aggregate, to:

make political donations to political organisations other than political parties not exceeding £50,000 in total; and

incur political expenditure not exceeding £50,000 in total, (as such terms are defined in sections 363 to 365 of the Companies Act 2006) during the period commencing on the date of this resolution and ending at the conclusion of the 2022 AGM or close of business on 23 October 2022, whichever is sooner, provided that the aggregate amount of any such donations and expenditure shall not exceed £50,000.

Authority to allot shares

Resolution 17. That the directors be and are hereby generally and unconditionally authorised to exercise all powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company (in accordance with section 551 of the Companies Act 2006):

up to an aggregate nominal amount of £28,522,500 (such amount to be reduced by the nominal amount allotted or granted under paragraph (b) below in excess of such sum); and

comprising equity securities (as defined in section 560(1) of the Companies Act 2006) up to an aggregate nominal amount of £57,045,001 (such amount to be reduced by any allotments or grants made under paragraph (a) above) in connection with an offer by way of a rights issue:

to ordinary shareholders in proportion (as nearly as practicable) to their existing holdings; and

to holders of any other class of equity securities as required by the rights of those securities or as the directors otherwise consider necessary, and so that the Board may impose any limits or restrictions or make any other arrangements as it may deem necessary or appropriate in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory or by virtue of shares being represented by depository receipts or any other matter, such authorities to apply until the conclusion of the 2022 AGM or close of business on 23 October 2022, whichever is sooner, but, in each case, during this period the Company may make offers or enter into agreements that would or might require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the directors may allot shares or grant rights to subscribe for or convert securities into shares in pursuance of any such offer or agreement as if the authority conferred hereby had not ended.

Special Resolutions

Disapplication of pre-emption rights

Resolution 18. That, if resolution 17 is passed, the directors be given power to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such powers to be limited:

to the allotment of equity securities or the sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (in the case of the authority sought under resolution 17 (b), by way of a rights issue only):

to ordinary shareholders, in proportion (as nearly as practicable) to their existing holdings; and

to holders of any other class of equity securities, as required by the rights of those securities or as the directors otherwise consider necessary, and so that the Board may impose any limits or restrictions or make any other arrangements as it may deem necessary or appropriate in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory or by virtue of shares being represented by depository receipts or any other matter; and

in the case of the authority granted under resolution 17 (a), and/or in the case of any sale of treasury shares for cash, to the allotment (otherwise than under paragraph (a) above) of equity securities or sale of treasury shares up to an aggregate nominal amount of £4,278,375, such power to apply until the conclusion of the 2022 AGM or close of business on 23 October 2022, whichever is sooner, but in each case, during this period, the Company may make offers or enter into agreements that would or might require equity securities to be allotted (and treasury shares to be sold) after the power ends and the directors may allot equity securities (and sell treasury shares) in pursuance of that offer or agreement as if the power conferred hereby had not ended.

Disapplication of pre-emption rights for an acquisition or a specified capital investment

Resolution 19. That, if resolution 18 is passed, the directors be given power, in addition to the authority granted under resolution 19, to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such powers to be

limited:

a) to the allotment of equity securities or sale of treasury shares for cash up to an aggregate nominal amount of £4,278,375; and

b) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the directors of the Company determine to be an acquisition or specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice, such power to apply until the conclusion of the 2022 AGM or close of business on 23 October 2022, whichever is sooner, but in each case, during this period, the Company may make offers or enter into agreements that would or might require equity securities to be allotted (and treasury shares to be sold) after the power ends and the directors may allot equity securities (and sell treasury shares) in pursuance of that offer or agreement as if the power conferred hereby had not ended.

Notice period for general meetings

Resolution 20. That a general meeting other than an AGM may be called on not less than 14 clear days’ notice.

Alteration of the Articles of Association

Resolution 21. That the existing Articles of Association (the “Existing Articles”) of the Company be amended by inserting, altering and deleting provisions as set out in Appendix attached and that, with effect from the conclusion of the AGM, the revised Articles of Association produced to the AGM and initialled by the Chairman of the Meeting for the purpose of identification be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the Existing Articles.

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Simon Rose

General Counsel & Company Secretary

23 July 2021

APPENDIX

1. PLACE OF MEETINGS AND ADJOURNED MEETINGS

69.1 The notice of the meeting or adjourned meeting shall specify the place at which the chairman of the meeting shall preside (the “principal place”). The Directors may resolve to enable persons entitled to attend a general meeting to do so by simultaneous attendance and participation at a satellite meeting place anywhere in the world. Members present in person or by proxy at satellite meeting places shall be counted in the quorum for and shall be entitled to vote at the general meeting in question. The Directors may also resolve to enable persons entitled to attend a general meeting to do so by simultaneous attendance and participation by means of an electronic facility. Members present in person or by proxy by means of such electronic facility shall be counted in the quorum for and shall be entitled to vote at the general meeting in question. The chairman of the general meeting shall be present at, and the meeting shall be deemed to take place at, the principal place.

69.2 Any general meeting at which electronic facilities are available and any satellite meeting shall be duly constituted and its proceedings valid, provided that the chairman of the general meeting is satisfied that adequate facilities are available to enable all members attending the meeting by whatever means and at all the meeting places to participate in the business for which the meeting has been called.

69.3 In any general meeting, two or more persons who may not be in the same place as each other attend and participate in a general meeting if they are able to exercise their rights to speak and vote at that meeting. A person is able to exercise the right to speak at a general meeting if that person can communicate to all those attending the meeting while the meeting is taking place. A person is able to exercise the right to vote at a general meeting if that person can vote on resolutions put to the meeting (or, in relation to a poll, can vote within the required time frame) and that person’s vote can be taken into account in deciding whether or not such resolutions are passed at the same time as the votes of others attending the meeting.

69.4 When deciding whether a person is attending or participating in a meeting by means of an electronic facility, it is immaterial where that person is or how that person is able to communicate with others who are attending and participating.

69.5 Where holders of, and persons entitled by transmission to, shares can participate at a general meeting by means of an electronic facility, any document required to be on display or available for inspection will be made available for the required period in electronic form to those persons entitled to inspect it and this will satisfy any such requirement.

69.6 All persons seeking to attend and participate in a general meeting by way of electronic facility are responsible for having in place the necessary means to enable them to do so. Subject to the right of the chairman to adjourn a general meeting under these Articles, any inability of a person to attend or participate in a general meeting by means of electronic facility, or any interruption to a person being so able, shall not invalidate the proceedings of that meeting.

69.7 Nothing in these Articles authorises or allows a general meeting to be held exclusively on an electronic basis.

69.8 The Directors may, for the purpose of controlling the level of attendance at any place specified for the holding of a general meeting, from time to time, make such arrangements as they shall, in their absolute discretion, consider appropriate, and may from time to time vary any such arrangements or make new arrangements in place of them, provided that the entitlement of a member to attend a meeting or adjourned meeting shall be satisfied by his being given the entitlement to attend at such place as may be specified by the Directors for the purposes of this Article 69. For the purposes of all other provisions of these Articles any such meeting shall be treated as being held at the principal place.

1. METHOD FOR APPOINTING A PROXY

93.1 The appointment of a proxy and (if required by the Directors) any authority under which it is executed or a copy of the authority certified notarially or in some other way approved by the Directors must be:-

93.1.1 in the case of an appointment of proxy in writing deposited at the office or at such other place in the United Kingdom as is specified:-

in the notice convening the meeting; or

in any appointment of proxy sent out by the Company in relation to the meeting; not less than 48 hours (or such lesser time as may be specified in such notice or such proxy) before the time for holding the meeting or adjourned meeting at which the person named in the appointment of proxy proposes to vote, and in calculating this period, no account shall be taken of any part of a day that is not a working day; or

93.1.2 in the case of an appointment of proxy contained in an electronic communication, where an address has been specified for the purpose of receiving electronic communications:-

in the notice convening the meeting, or

in any appointment of proxy sent out by the Company in relation to the meeting; or

in any invitation contained in an electronic communication to appoint a proxy issued by the Company in relation to the meeting, be received at such address not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the appointment of proxy proposes to vote, and in calculating this period, no account shall be taken of any part of a day that is not a working day;

93.1.3 in the case of a meeting adjourned for less than 28 days but more than 48 hours or in the case of a poll taken more than 48 hours after it was demanded, be deposited or received as aforesaid after the poll has been demanded and not less than 24 hours (or such lesser time as may be specified by the Directors) before the time appointed for taking the poll, and in calculating this period, no account shall be taken of any part of a day that is not a working day; or

1. VACATION OF OFFICE OF DIRECTOR

115.1.7 he is requested in writing by not less than three quarters of the other Directors to resign (without prejudice to any claim for damages for breach of any contract of service between the Director and the Company).

1. UNCLAIMED DIVIDENDS

Any unclaimed dividend, interest or other amount payable by the Company in respect of a share may be invested or otherwise made use of by the Directors for the benefit of the Company until claimed. The payment by the Directors of any unclaimed dividend or other moneys payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof. Any dividend which has remained unclaimed for six years from the date when it became due for payment shall, if the Directors so resolve, be forfeited, revert to and cease to remain owing by the Company.

1. SCRIP DIVIDENDS

198.1 the resolution may specify a particular dividend, or may specify all or any dividends declared or paid within a specified period, but such period of entitlement to receive shares in lieu shall end not later than the beginning of the annual general meeting in the third year following that in which such resolution is passed.