Bunzl PLC

AGM Information • Apr 20, 2011

No. 358948

THE COMPANIES ACT 2006

COMPANY LIMITED BY SHARES

Resolutions of Bunzl plc

(Passed on 20 April 2011)

AT THE ANNUAL GENERAL MEETING of BUNZL plc duly convened and held in The Park Suite at The Dorchester, Park Lane, London W1K 1QA on 20 April 2011 the following resolutions were passed:

• 1. Special Resolution 16 (Notice of general meetings) THAT a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.
• Ordinary Resolution 17 (Adoption of new US employee stock purchase plan) $17.$ THAT the rules of the Bunzl Employee Stock Purchase Plan (US) 2011 (the '2011 ESPP'), the main features of which are summarised in the circular to shareholders dated 14 March 2011 and a copy of which is produced to the meeting marked 'A' and initialled by the Chairman for the purposes of identification, be approved and the directors be authorised to do all such acts and things as they may consider appropriate in connection with the implementation of the 2011 ESPP.
• $18.$ Ordinary Resolution 18 (Adoption of new savings-related share option scheme) THAT:

(a) the rules of the Bunzl plc Sharesave Scheme (2011) (the '2011 Scheme'), the main features of which are summarised in the circular to shareholders dated 14 March 2011 and a copy of which is produced to the meeting marked 'B' and initialled by the Chairman for the purpose of identification, be approved and the directors be authorised to make such modifications to the 2011 Scheme as they may consider appropriate to take account of the requirements of HM Revenue & Customs and in connection with the implementation of the 2011 Scheme and to adopt the 2011 Scheme as so modified and to do all such acts and things as they may consider appropriate in connection with the implementation of the 2011 Scheme; and

(b) the directors be authorised to operate other schemes based on the 2011 Scheme but modified to take account of local tax, exchange controls or securities laws outside the UK, provided that any ordinary shares in the Company issued under such other schemes are treated as counting against the individual and overall limits on participation contained in the 2011 Scheme.

P G ROGERSON Chairman