Premier Foods PLC

Proxy Solicitation & Information Statement • Mar 23, 2012

Premier Foods plc

London WC1N 1HT

If you come to the meeting please bring this card with you. Location of the Annual General Meeting: It is evidence of your right to attend and vote at the meeting Holiday Inn – Bloomsbury and will help you gain admission as quickly as possible. Coram Street

Premier Foods plc Poll Card

RESPONSE LICENCE No.

Please bring this card with you to the meeting. Do NOT post this card to the Registrar.

Account Number

Name

Signature

Only those shareholders registered in the register of members present.	6.				To approve the share consolidation	17.
a resolution but will be counted to establish if a quorum is					To approve the authority to make political donations	16.
the calculation of the proportion of votes "for" and "against" "vote withheld" is not a vote in law and will not be counted in					To approve the notice period for general meetings	15.
any particular resolution. However, it should be noted that a The "Withheld" box is provided to enable you to abstain on					To approve the disapplication of pre-emption rights	14.
the hand of a duly authorised officer or attorney.	5.				To approve the authority to allot shares	13.
proxy form should be executed under its common seal and/or than 10.00 am on 1 May 2012. In the case of a corporation, the					To approve the remuneration of the auditors	12.
www.euroclear.com/CREST) as soon as possible and no later					To reappoint PwC as auditor
procedures described in the CREST manual (available via held through the CREST proxy voting system, by using the						11.
6DA, sent electronically (via www.sharevote.co.uk), or for shares					To re-elect David Wild as a director	10.
Aspect House, Spencer Road, Lancing, West Sussex, BN99 authority, at the offices of the Company's registrars: Equiniti,					To re-elect Louise Makin as a director	9.
under which it is signed or a certified copy of such power or					To re-elect Ian McHoul as a director	8.
deposited together with any power of attorney or authority To be valid, your signed and dated proxy form must be	4.				To re-elect David Beever as a director	7.
entire holding. Please specify the number of shares to be voted if not your					To re-elect Charles Miller Smith as a director	6.
note 3 in the Notice of AGM.	3.				To re-elect Ronnie Bell as a director	5.
indicated. You may appoint more than one proxy; please see meeting" and insert the name of your proxy in the space					To elect Mark Moran as a director	4.
as your proxy please delete the words "Chairman of the To appoint someone other than the Chairman of the meeting					To elect Michael Clarke as a director	3.
proxy need not be a shareholder of the Company.	2.				To approve the directors' remuneration report 2011	2.
rights to attend and to speak and vote instead of him/her. A appoint one or more proxies to exercise all or any of his/her					To receive the annual report and accounts 2011	. 1
A shareholder entitled to attend and vote at the meeting may Notes	1.	Withheld	Against	For	Resolutions

Return of this form of proxy will not prevent a registered	8.
joint holding.
register of members of the Company in respect of the relevant

In the case of joint registered holders, the signature of one 7. 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

shareholder from attending the meeting and voting in person.

Equiniti Aspect House Spencer Road LANCING BN99 6RG

of the Company at 6.00 pm on 1 May 2012 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 6.00 pm on 1 May 2012 shall be disregarded in determining the rights of any

person to attend or vote at the meeting.