Bunzl PLC

Proxy Solicitation & Information Statement • Mar 12, 2020

The Chairman of Bunzl plc (the 'Company') invites you to attend the Annual General Meeting of the Company to be held at The Park Suite, The Dorchester, Park Lane, London W1K 1QA on 15 April 2020 at 11.00 am.

Shareholder Reference Number

Lodge your proxy vote either by completing this form and returning it to the Company's registrar in the prepaid envelope provided or by using the internet available 24 hours a day, 7 days a week. Please detach this portion before posting this proxy form.

Form of Proxy - Bunzl plc Annual General Meeting to be held on 15 April 2020

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. If you wish to appoint a person other than the Chairman, 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.
• 4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 and Section

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Please 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.

311 of the Companies Act 2006, entitlement to attend 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 9 April 2020. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the Meeting.

• 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the Meeting, being 11.00 am on 9 April 2020. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST 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. The completion and return of this form will not preclude a member from attending the Meeting and voting in person.

All Named Holders

Poll Card To be completed only at the Annual General Meeting

	Ordinary Resolutions	Vote For Against Withheld
1.	Consideration of accounts.
2.	Declaration of a final dividend.
3.	Re-appointment of Peter Ventress as a director.
4.	Re-appointment of Frank van Zanten as a director.
5.	Re-appointment of Richard Howes as a director.
6.	Re-appointment of Vanda Murray as a director.
7.	Re-appointment of Lloyd Pitchford as a director.
8.	Re-appointment of Stephan Nanninga as a director.
9.	Re-appointment of auditors.

Voting at the Annual General Meeting will be by way of a poll using this poll card. The Chairman of the Meeting will give guidance on the conduct of the poll. Please DO NOT return this part of the form by post, but only the Form of Proxy attached below. When requested at the Annual General Meeting, please indicate your poll vote by marking an X in the appropriate

		For	Against	Vote Withheld
10.	Remuneration of auditors.
11.	Approval of remuneration policy.
12.	Approval of remuneration report.
13.	Authority to allot ordinary shares.
	Special Resolutions
14.	General authority to disapply pre-emption rights.
15.	Specific authority to disapply pre-emption rights in connection with an acquisition or specified capital investment.
16.	Authority for the Company to purchase its own ordinary shares.
17.	Notice of general meetings.

Signature

Form of Proxy

box above.

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

I/We hereby appoint the Chairman 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 The Park Suite, The Dorchester, Park Lane, London W1K 1QA
on 15 April 2020 at 11.00 am, and at any adjourned meeting.

*

* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

	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.	Consideration of accounts.				10. Remuneration of auditors.
2.	Declaration of a final dividend.				11. Approval of remuneration policy.
3.	Re-appointment of Peter Ventress as a director.				12. Approval of remuneration report.
4.	Re-appointment of Frank van Zanten as a director.				13. Authority to allot ordinary shares.
5.	Re-appointment of Richard Howes as a director.				Special Resolutions 14. General authority to disapply pre-emption rights.
6.	Re-appointment of Vanda Murray as a director.				15. an acquisition or specified capital investment.	Specific authority to disapply pre-emption rights in connection with
7.	Re-appointment of Lloyd Pitchford as a director.				16.	Authority for the Company to purchase its own ordinary shares.
8.	Re-appointment of Stephan Nanninga as a director.				17. Notice of general meetings.
9.	Re-appointment of 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	To be signed and dated by the shareholder (or any one holder in the case of joint
		shareholders) or their attorney duly authorised in writing. 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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SANNANA 202020000 833333 200889	1 100000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000 0	388888

shareholders) or their attorney duly authorised in writing. 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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