Pre-Annual General Meeting Information • Nov 6, 2025
Pre-Annual General Meeting Information
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Friday, 5 December 2025 at 11.00 am QEII Centre, Broad Sanctuary, Westminster, London SW1P 3EE*
* Please note that this is a new venue for our Annual General Meeting. Please see page 17 for further details, including how to get there.
Please monitor the AGM 2025 page of the Company's website (www.abf.co.uk/agm) for any updates to the arrangements for the AGM described in this document.


If you are in any doubt as to the action you should take, you are recommended to seek your own independent financial advice from a stockbroker, bank manager, solicitor, accountant, or other financial adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the UK or, if you reside elsewhere, another appropriately authorised financial adviser.
If you have sold or otherwise transferred all of your shares in Associated British Foods plc, please send this document, together with the accompanying documents (but not the personalised Form of Proxy), as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee.
(incorporated and registered in England and Wales under number 293262)

I am writing to you regarding the 2025 Annual General Meeting ('AGM') of Associated British Foods plc (the 'Company') to be held at QEII Centre, Broad Sanctuary, Westminster, London SW1P 3EE at 11.00 am on Friday, 5 December 2025. Please note that this is a new venue for our AGM. Please see page 17 for further details, including how to get there.
We plan to hold a physical AGM which will be broadcast live on the web. Shareholders are encouraged to monitor the AGM 2025 page of the Company's website (www.abf.co.uk/agm) for any updates to the arrangements described in this document.
The AGM is an important event in our calendar as it provides the board of directors of the Company (the 'Board') with the opportunity to discuss the Company's performance and other important matters with you, as well as to respond to your questions. As usual, the AGM will include management presentations.
Please refer to page 16 for further details and a step-by-step guide on how to access the broadcast of the AGM via the AGM website (https://meetings.lumiconnect.com/100-667-289-002) if you are unable to attend in person. That guide also contains details as to how you can access the broadcast if you hold your shares through a nominee or custodian account. Please note that, if accessing the broadcast via the AGM website, the broadcast is provided for information purposes only and shareholders will not be able to participate in or form part of the meeting. In particular, shareholders not attending in person will not be able to vote on the day of the AGM and should appoint a proxy in advance so that their vote is counted. Further details of how to vote by proxy are provided below. As was the case for last year, no messaging or question functionality will be provided through the live broadcast, but questions can be submitted in advance of the AGM by post and by email – see details below.
If you are not intending to attend on the day but would like to ask a question, questions to the Board can be submitted in advance of the meeting by post (Attention: AGM – Company Secretary, Associated British Foods plc, Weston Centre, 10 Grosvenor Street, London, W1K 4QY) or by email ([email protected]). If shareholders require a response to a question prior to the proxy voting deadline, please ensure that the question is received by the Company by 6.00 pm on 21 November 2025, in which case the Company will endeavour to respond to the shareholder by 28 November 2025. Please ensure that you include your name and shareholder reference number (as shown on your Form of Proxy/Notice of Availability) and, if your question is by post, the address to which a response should be sent.
At the AGM, as well as taking any questions from physical attendees, the key themes and issues arising from questions received in advance of the meeting will be discussed. If you ask questions on the day in the room or in advance by letter or email, please note that your name will be read out and audible on the broadcast and any recording.
You will find the formal Notice of AGM on pages 4 to 6 of this document and this sets out the business to be considered at the meeting. Explanatory notes to the resolutions are provided on pages 7 to 12 of this document. If you have elected to receive information from the Company in hard copy, you will have received the Annual Report and Accounts for 2025 with this document. Shareholders who have not elected to receive hard copy documents can view or download the Annual Report and Accounts from our website at www.abf.co.uk/ar.
Loraine Woodhouse joined the Board on 1 October 2024, just prior to last year's AGM. Since our last AGM, as planned, Richard Reid stepped down from the Board on 30 April 2025 having completed nine years as a director. I am very grateful to Richard for his service to the Board and the Company. Loraine replaced Richard as the Chair of the Audit Committee on 24 April 2025.
As usual, we are seeking approval of a final dividend at the AGM. The final dividend will be 42.3p per ordinary share to be paid on 9 January 2026 to holders of ordinary shares on the register at the close of business on 12 December 2025.
In August 2025, we completed our £500m share buyback programme, details of which we had announced on 6 November 2024. On 4 November 2025 we announced our intention to undertake a further share buyback programme of £250m. Resolution 21 would renew the current authority to enable us to conduct further share buybacks.
This year we have reviewed the Group's incentive arrangements to ensure that they continue to reflect the shape and nature of the Group, align with our remuneration principles and reward performance fairly. This has led to the proposed changes in our Directors' Remuneration Policy, which is set out within the Directors' Remuneration Report on pages 119 to 126 of the Annual Report and Accounts for 2025. We are therefore seeking your approval of this policy at the AGM this year. Please see the explanatory notes on page 7 of this document for further information. The Company is also required to propose a separate annual advisory vote on the Directors' Remuneration Report (other than that part containing the Directors' Remuneration Policy), the explanatory notes for which are also set out on page 7 of this document.



As always, your vote is important to us. If you are not able to attend the AGM to vote on the day you can appoint a proxy:
Proxy appointments should be completed as soon as possible and must be received by 11.00 am on Wednesday 3 December 2025. Proxies cannot be appointed after that time. Full guidance on proxy voting (which includes the ability to lodge proxies electronically) is set out in shareholder note 2 on pages 13 and 14 of this document.
Shareholders attending the meeting will be asked to vote their shares by using the 'Votenow' electronic system. Full guidance will be given on the day. In the meantime, further information on voting is provided in shareholder note 4 on page 14 of this document.
The Board considers that the resolutions to be put to the AGM are in the best interests of the Company and its shareholders as a whole. The directors unanimously recommend that you vote in favour of the resolutions as they intend to do so in respect of their own beneficial holdings. As at 31 October 2025 (being the latest practicable date prior to publication of this document), these amount in aggregate to 4,565,819 ordinary shares, representing approximately 0.64% of the ordinary shares currently in issue.
On behalf of the Board, I would like to thank you for your continued support.
Yours faithfully
4 November 2025



NOTICE IS HEREBY GIVEN that the annual general meeting of Associated British Foods plc ('the Company') will be held at QEII Centre, Broad Sanctuary, Westminster, London SW1P 3EE on Friday 5 December 2025 ('the AGM') at 11.00 am to transact the following business:
To consider and, if thought fit, pass the following resolutions, of which resolutions 1 to 19 (inclusive) will be proposed as ordinary resolutions and resolutions 20 to 22 (inclusive) will be proposed as special resolutions.
To receive the accounts and the reports of the directors and the auditor thereon for the financial year ended 13 September 2025.
To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy referred to in resolution 3) as set out on pages 114 to 139 of the Company's annual report and accounts for the financial year ended 13 September 2025.
To approve the Directors' Remuneration Policy, as set out on pages 119 to 126 of the Company's annual report and accounts for the financial year ended 13 September 2025, to take effect immediately at the conclusion of the AGM.
To declare a final dividend of 42.3p per ordinary share to be paid on 9 January 2026 to holders of ordinary shares on the register of shareholders of the Company at the close of business on 12 December 2025.
To re-elect Michael McLintock as a director.
To re-elect George Weston as a director.
To re-elect Eoin Tonge as a director.
To re-elect Emma Adamo as a director.
To re-elect Graham Allan as a director
To re-elect Kumsal Bayazit Besson as a director.
To re-elect Annie Murphy as a director.
To re-elect Dame Heather Rabbatts as a director.
To re-elect Loraine Woodhouse as a director.
To reappoint Ernst & Young LLP as auditor of the Company (the 'Auditor') to hold office from the conclusion of the AGM until the conclusion of the next general meeting of the Company at which the accounts and reports of the directors and auditor are laid.
To authorise the Audit Committee of the Board to determine the Auditor's remuneration.
THAT in accordance with section 366 and section 367 of the Companies Act 2006, the Company and all companies that are its subsidiaries at any time during the period for which this resolution is effective be and are hereby authorised to:
(as such terms are defined in the Companies Act 2006) in each case during the period beginning with the date of passing of this resolution and ending at the earlier of the conclusion of next year's annual general meeting or at close of business on 4 March 2027 provided that the aggregate expenditure under paragraphs a., b. and c. shall not exceed £100,000 in total.
THAT the rules of the Associated British Foods plc 2025 Restricted Share Plan ('RSP'), the main provisions of which are summarised in the Appendix to the circular of which the notice containing this resolution forms part and in the form produced to the meeting and for the purpose of identification initialled by the Chairman of the meeting, are hereby approved and adopted and that the directors are authorised to:



THAT the rules of the Associated British Foods plc 2025 Long Term Incentive Plan ('LTIP'), the main provisions of which are summarised in the Appendix to the circular of which the notice containing this resolution forms part and in the form produced to the meeting and for the purpose of identification initialled by the Chairman of the meeting, are hereby approved and adopted and that the directors are authorised to:
THAT the directors be and they are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 to exercise all of the 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 ('Rights'):
provided that this authority shall expire at the conclusion of the next annual general meeting of the Company or, if earlier, on 4 March 2027, save that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require shares to be allotted or Rights to be granted after such expiry and the directors shall be entitled to allot shares and grant Rights pursuant to any such offer or agreement as if this authority had not expired.
THAT if resolution 19 is passed, the directors be and they are hereby authorised pursuant to section 570 and section 573 of the Companies Act 2006 to allot equity securities (within the meaning of section 560 of that Act) for cash pursuant to the authority conferred by resolution 19 and by way of a sale of treasury shares as if section 561(1) of that Act did not apply to any such allotment provided that this authority shall be limited to:
and shall expire upon the expiry of the general authority conferred by resolution 19, save that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted after such expiry and the directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired.



THAT the Company be generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of ordinary shares of 515/22 pence each of the Company on such terms and in such manner as the directors may from time to time determine, provided that:
THAT a general meeting, other than an annual general meeting, may be called on not less than 14 clear days' notice.
By order of the Board
Company Secretary
4 November 2025
Weston Centre
10 Grosvenor Street, London W1K 4QY Registered in England and Wales Company No. 293262


ABF091_NoM.indd 6 31/10/2025 16:46

The Board asks shareholders to receive the reports of the directors and the auditor and the accounts for the year ended 13 September 2025.
Resolution 2 seeks shareholder approval for the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) which is set out on pages 114 to 139 of the Annual Report and Accounts 2025 and which gives details of directors' remuneration paid for the year ended 13 September 2025. The Auditor has audited those parts of the Directors' Remuneration Report that are required to be audited.
This resolution is advisory in nature, meaning that payments and benefits made or promised to directors would not have to be repaid or withheld should the resolution not be passed.
Resolution 3 seeks shareholder approval for the Directors' Remuneration Policy which is set out in the Directors' Remuneration Report on pages 119 to 126 of the Company's annual report and accounts for the financial year ended 13 September 2025. The resolution is binding in nature and, if approved, the revised Directors' Remuneration Policy will take effect from the conclusion of the AGM. Once the Directors' Remuneration Policy has been approved the Company may not make any payments to a director or former director of the Company unless that payment is consistent with the approved Directors' Remuneration Policy, or has otherwise been approved by a shareholder resolution. If the Directors' Remuneration Policy is approved and remains unchanged, it will be valid for up to three financial years without a new shareholder approval. If the Company wishes to change the Directors' Remuneration Policy, it will need to put the revised policy to a vote again before it can implement the new policy. If the new Directors' Remuneration Policy is not approved, the remuneration policy approved at the 2022 AGM will continue to apply.
A final dividend for the year ended 13 September 2025 of 42.3p per ordinary share is recommended by the directors and is put to shareholders for their approval. If approved, the dividend will be paid on 9 January 2026 to holders of ordinary shares on the register at the close of business on 12 December 2025, making a total dividend in respect of the year ended 13 September 2025 of 63.0p per ordinary share.
All members of the Board are standing for re-election by shareholders at the AGM.
Biographical details for the directors (together with the reasons why their contributions are, and continue to be, important to the Company's long-term sustainable success) are set out on pages 8 to 11.
Resolutions 9 to 13 relate to the re-election of Graham Allan, Kumsal Bayazit Besson, Annie Murphy, Dame Heather Rabbatts and Loraine Woodhouse respectively, who are the directors that the Board has determined are independent directors for the purposes of the UK Corporate Governance Code.
Under the UK Listing Rules, because Wittington Investments Limited ('Wittington'), and through its control of Wittington, the Garfield Weston Foundation, is a controlling shareholder of the Company (that is, it exercises or controls more than 30% of the voting rights of the Company), the election or re-election of any independent director by shareholders must be approved by a majority vote of both:
Under the UK Listing Rules certain members of the Weston family who hold shares in the Company (including two of the Company's directors, George Weston and Emma Adamo) are treated as acting in concert with Wittington and are therefore also treated as controlling shareholders for the purposes of these voting requirements. Therefore, the votes of these individuals will also be excluded when calculating the votes of the independent shareholders.
Resolutions 9 to 13 are therefore being proposed as ordinary resolutions which all shareholders may vote on, but in addition, the Company will separately count the number of votes cast by independent shareholders in favour of the resolutions (as a proportion of the total votes of independent shareholders cast on the resolutions) to determine whether the second threshold referred to in 2. above has been met. The Company will announce the results of the resolutions on this basis as well as announcing the results of the ordinary resolutions of all shareholders.
Under the UK Listing Rules, if a resolution to elect or re-elect an independent director is not approved by a majority vote of both the shareholders as a whole and the independent shareholders of the Company at the AGM, a further resolution may be put forward to be approved by the shareholders as a whole at a meeting which must be held more than 90 days after the date of the first vote but within 120 days of the first vote. Accordingly, if any of resolutions 9 to 13 are not approved by a majority vote of the Company's independent shareholders at the AGM, the relevant director(s) will be treated as having been re-elected only for the period from the date of the AGM until the earlier of: (i) the close of any general meeting of the Company, convened for a date more than 90 days after the AGM but within 120 days of the AGM, to propose a further resolution to re-elect the director; (ii) the date which is 120 days after the AGM; and (iii) the date of any announcement by the Board that it does not intend to hold a second vote. In the event that the director's re-election is approved by a majority vote of all shareholders at a second meeting, the director will then be re-elected until the next annual general meeting.



The Company is also required to provide details of: (i) any previous or existing relationship, transaction or arrangement between an independent director and the Company, its directors, any controlling shareholder or any associate of a controlling shareholder; (ii) why the Company considers the proposed independent director will be an effective director; (iii) how the Company has determined that the proposed director is an independent director; and (iv) the process by which the Company has selected each independent director. These details are provided for the independent directors as part of their respective biographies as set out on the following pages.
The Company has received confirmation from each of the independent directors that, except as already disclosed, there is no existing or previous relationship, transaction or arrangement that the independent director has or has had with the Company, its directors, any controlling shareholder or any associate of a controlling shareholder.
Emma was appointed a director in December 2011. She was educated at Stanford University and has an MBA from INSEAD. She has served as a director/trustee on a number of non-profit and Foundation boards in the UK and Canada.
Emma is not considered independent by the Board in view of her relationship with Wittington Investments Limited, the Company's majority shareholder. She was appointed in 2011 to represent this shareholding on the Board.
Emma has broad insights on a range of issues of relevance to the Company's businesses from her roles as director of entities with a wide range of retail business, real estate and charitable interests. Emma's performance continues to be effective and she makes a valuable contribution to the Board, demonstrating full commitment to the role, including devoting an appropriate amount of time to the role.
Graham was appointed a director in September 2018 and became Chair of the Remuneration Committee in May 2023. Graham was formerly the Group Chief Executive of Dairy Farm International Holdings Limited, a pan-Asian retailer. Prior to joining Dairy Farm, he was President and Chief Executive Officer at Yum! Restaurants International. Graham has previously held various senior positions in multinational food and beverage companies with operations across the globe and has lived and worked in Australia, Asia, the US and Europe.
• Senior Independent Director of Intertek Group Plc
Graham has extensive experience in multinational food, retail and fast-moving consumer goods businesses across a range of jurisdictions, particularly from his previous roles in Dairy Farm International Holdings Limited and Yum! Restaurants International, which have activities in many of the countries in which the Company's subsidiaries operate. Graham makes an important contribution to the Board, including through his role as Chair of the Remuneration Committee and as a member of the Audit and Nomination Committees, and has committed an appropriate amount of time to the role.
The independent executive search consulting firm, Spencer Stuart, was engaged in the selection of a new independent non-executive director. Following a rigorous process of interviews and assessments, the Nomination Committee recommended the appointment of Graham to the Board and the Board approved his appointment with effect from 5 September 2018.
Graham's independence was determined by reference to the relevant provisions of the UK Corporate Governance Code. The Board is satisfied that Graham is independent in character and judgement and that there are no relationships or circumstances which are likely to affect, or could appear to affect, his judgement
Kumsal was appointed a director on 1 December 2023. Kumsal is currently Chief Executive Officer of Elsevier, a global leader in advanced information and decision support for science and healthcare. Since 2004, Kumsal has held multiple management positions at RELX, parent company for Elsevier, including as Chief Strategy Officer, President of Reed Exhibitions and as Chair of the RELX Technology Forum, responsible for use of AI technology, risk management and cyber security across the RELX Group. Prior to joining RELX, Kumsal spent several years at Bain & Company in its New York, Los Angeles, Johannesburg, and Sydney offices.
• Chief Executive Officer of Elsevier
Kumsal is a strong advocate of research and innovation and has significant experience in technology, risk management and cyber security. Kumsal makes a valuable contribution to the Board, including through her role on the Nomination, Audit and Remuneration Committees, and demonstrates commitment, including devoting an appropriate amount of time, to the role.


Associated British Foods plc | 8 | Notice of Annual General Meeting 2025

The independent executive search consulting firm, Lygon Group, was engaged in the selection of a new independent non-executive director. Following a thorough search and identification of a number of high quality candidates, the Nomination Committee recommended the appointment of Kumsal to the Board and the Board approved her appointment with effect from 1 December 2023.
Kumsal's independence was determined by reference to the relevant provisions of the UK Corporate Governance Code. The Board is satisfied that Kumsal is independent in character and judgement and that there are no relationships or circumstances which are likely to affect, or could appear to affect, her judgement.
Michael was appointed a director in November 2017 and Chairman in April 2018. He was formerly Chief Executive of M&G, retiring in 2016, having joined the company in 1992 and been appointed Chief Executive in 1997. In 1999 he oversaw the sale of M&G to Prudential plc where he served as an Executive Director from 2000 until 2016. Previously he held roles in investment management at Morgan Grenfell and in corporate finance at Morgan Grenfell and Barings.
Michael has strong leadership skills, combined with an in-depth knowledge of the financial sector and proven experience of growing businesses. This combination of skills, knowledge and experience makes Michael a very effective Chairman both in terms of getting the most out of the Board and in terms of interactions with investors.
Annie was appointed a director in September 2023. Annie has held senior roles at fast-moving consumer goods and retail companies including PepsiCo and Procter & Gamble and, most recently, as SVP, Global Chief Commercial Officer – Brands and International at Walgreens Boots Alliance until January 2023.
• None
Annie has extensive experience working with global brands and in consumer retail. Annie therefore makes an effective and valuable contribution to the Board, including through her role as Non-Executive Director designated for engagement with the workforce, as well as through her role on the Nomination, Audit and Remuneration Committees, and demonstrates commitment, including devoting an appropriate amount of time, to the role.
The independent executive search consulting firm, Lygon Group, was engaged in the selection of a new independent non-executive director. Following a thorough search and identification of a number of high-quality candidates, the Nomination Committee recommended the appointment of Annie to the Board and the Board approved her appointment with effect from 6 September 2023.
Annie's independence was determined by reference to the relevant provisions of the UK Corporate Governance Code. The Board is satisfied that Annie is independent in character and judgement and that there are no relationships or circumstances which are likely to affect, or could appear to affect, her judgement.
Dame Heather was appointed a director on 1 March 2021 and has been Senior Independent Director since 1 May 2023. Heather has held a number of executive and non-executive roles including in local government, infrastructure, media and sports. She has previously been a Non-Executive Director of Grosvenor Britain & Ireland, a Non-Executive Director of Kier Group plc and was the first woman on the Board of the Football Association in over 150 years. She continues to work in film and sports.
Dame Heather has significant operational and leadership experience across a range of sectors including the local government, arts, media, entertainment and sports sectors. Dame Heather also has experience of health, safety and environmental matters through her former role on the Kier Group plc Safety, Health and Environment Committee and on social matters through her roles on a number of organisations, such as being Chair of The FA's Inclusion Advisory Board from 2014 to 2017.
Dame Heather has made an effective and valuable contribution to the Board, including through her role on the Nomination, Audit and Remuneration Committees, as well as taking up the role of Senior Independent Director in May 2023, and demonstrates commitment, including devoting an appropriate amount of time, to the role.
Associated British Foods plc | 9 | Notice of Annual General Meeting 2025

The independent executive search consulting firm, Lygon Group, was engaged in the selection of a new independent non-executive director. Following a thorough search and identification of a number of high-quality candidates, the Nomination Committee recommended the appointment of Dame Heather to the Board and the Board approved her appointment with effect from 1 March 2021.
Dame Heather's independence was determined by reference to the relevant provisions of the UK Corporate Governance Code. The Board is satisfied that Dame Heather is independent in character and judgement and that there are no relationships or circumstances which are likely to affect, or could appear to affect, her judgement.
From November 2009 until May 2019, Dame Heather was one of a number of non-executive directors on the board of Grosvenor Limited, a subsidiary of Grosvenor Group Limited with responsibility for overseeing all property activities of the Grosvenor Group in Great Britain and Ireland. For much of this period, the Chairman, Michael McLintock, sat on the board of Grosvenor Group Limited, a different legal entity within the same group which is a parent company of Grosvenor Limited, but at no point did they attend the same board meetings and any interactions between them were exceptionally limited. On this basis, and as confirmed above, the directors are satisfied that Dame Heather is independent in character and judgement and that there are no relationships or circumstances which are likely to affect, or could appear to affect her judgement.
Eoin was appointed a director in February 2023 and Finance Director in April 2023. He previously held positions as the Chief Financial Officer and Chief Strategy Officer at Marks and Spencer Group Plc, Chief Financial Officer of Greencore Group plc and Managing Director of Greencore's grocery division and Chief Strategy Officer. Eoin has also previously held various different senior roles within Goldman Sachs. Eoin has been acting as Primark CEO on an interim basis since 31 March 2025.
• None
Eoin has extensive international business experience and an in-depth knowledge of both the food and retail industries. Eoin's expertise has made a strong contribution to the Company and to the Group.
George was appointed to the Board in April 1999 and took up his current appointment as Chief Executive in April 2005. In his former roles at Associated British Foods, he was Managing Director of Westmill Foods, Allied Bakeries and George Weston Foods Limited (Australia).
George has a very detailed insight of the businesses in the Group, having himself managed several of the businesses both in the UK and Australia. George's role as Chief Executive since 2005 has seen the Group grow significantly through a combination of acquisitions and organic growth and his detailed insight into the Group's businesses means that he continues to contribute greatly to the long-term success of the Group.
Loraine was appointed a director on 1 October 2024 and became Chair of the Audit Committee on 24 April 2025. Loraine was formerly Finance Director of Waitrose, Chief Financial Officer of Hobbs, Finance Director of Capital Shopping Centres Limited and Finance Director of Costa Coffee. Loraine was also previously Chief Financial Officer of Halfords Group plc and a Non-Executive Director of The Restaurant Group plc and of Bristol Water plc.
Loraine has extensive experience across all finance disciplines and has worked within many different sectors including retail, food and real estate, all of which are highly relevant to activities of the Group. As noted above this has included roles as Finance Director of Waitrose, Chief Financial Officer of Hobbs, Finance Director of Capital Shopping Centres Limited and Finance Director of Costa Coffee as well as her role as Chief Financial Officer of Halfords Group plc.
In her time since joining the Board in October 2024, Loraine has made an effective and valuable contribution to the Board, including through her membership of and recent appointment as Chair of the Audit Committee and as a member of the Nomination and Remuneration Committees and has demonstrated commitment, including devoting an appropriate amount of time, to the role.
The independent executive search consulting firm, Lygon Group, was engaged in the selection of a new independent non-executive director. Following a thorough search and identification of a number of high-quality candidates, the Nomination Committee recommended the appointment of Loraine to the Board and the Board approved her appointment with effect from 1 October 2024.
Loraine's independence was determined by reference to the relevant provisions of the UK Corporate Governance Code. The Board is satisfied that Loraine is independent in character and judgement and that there are no relationships or circumstances which are likely to affect, or could appear to affect, her judgement.




Loraine is a trustee of the Zoological Society of London (ZSL), a registered conservation charity driven by science. The Garfield Weston Foundation has made grants to ZSL. Loraine has confirmed that she is not involved in individual grant applications made by ZSL to the Foundation. Grants given by the Foundation are considered on their merits and are granted as part of the Foundation's wide range of charitable donations.
Resolution 14 proposes the reappointment of Ernst & Young LLP as the Company's auditor to hold office from the conclusion of the AGM until the conclusion of the next general meeting of the Company at which accounts and reports of the directors and auditor are laid. Resolution 15 authorises the Audit Committee of the Board to set the Auditor's remuneration.
Under the Companies Act 2006, political donations to any political parties, independent election candidates or political organisations, or the incurring of political expenditure are prohibited unless authorised by shareholders in advance. What constitutes a political donation, a political party, a political organisation, or political expenditure is not easy to determine, as the relevant provisions of the Companies Act 2006 are capable of wide interpretation.
The Company has a long-standing policy neither to make any political donations nor to incur political expenditure within the ordinary meaning of those words. We have no intention of altering this policy. However, the definitions of political donations and expenditure used in the Companies Act 2006 are very wide. As a result, they may cover activities which are an accepted part of engaging with stakeholders to ensure that issues and concerns affecting our operations are considered, but which would not ordinarily be considered as political donations or political expenditure. Consequently, the directors have concluded that, in common with many other listed companies, it would be prudent to seek authority from shareholders to allow them to make political donations and incur political expenditure (up to £100,000 in the specified period) to ensure that the Group does not inadvertently breach the Companies Act 2006.
Resolution 17 is to authorise the adoption of the Associated British Foods plc 2025 Restricted Share Plan ('RSP'). The RSP replaces the existing Associated British Foods plc Restricted Share Plan 2022 for future RSP awards. Shareholder approval is sought for the new RSP rules at the AGM to ensure that the RSP operates consistently with the revised Directors' Remuneration Policy as set out in the Directors' Remuneration Report and for which shareholder approval is sought (see resolution 3 above). The principal terms of the RSP are set out on pages 18 to 21 in the Appendix to this document.
A copy of the rules of the RSP will be available for inspection via the National Storage Mechanism in accordance with the UK Listing Rules and at the place of the AGM for at least 15 minutes before the AGM and during the AGM.
Resolution 18 is to authorise the adoption of the Associated British Foods plc 2025 Long Term Incentive Plan ('LTIP'). Although, under the Remuneration Policy proposed for approval by shareholders at the AGM, executive directors of the Company ('Executive Directors') will not be eligible to be granted Awards under the LTIP (other than for awards granted in connection with the recruitment of a new Executive Director), as the existing Associated British Foods plc 2016 Long Term Incentive Plan is due to expire in December 2026, shareholder approval is sought for the new LTIP rules to allow the Company flexibility to grant future LTIP awards to employees who are not Executive Directors or in connection with the recruitment of an Executive Director, and where LTIP awards with performance conditions are considered more appropriate. The principal terms of the LTIP are set out on pages 18 to 20 and on page 22 in the Appendix to this document.
A copy of the rules of the LTIP will be available for inspection via the National Storage Mechanism in accordance with the UK Listing Rules and at the place of the AGM for at least 15 minutes before the AGM and during the AGM.
The purpose of resolution 19 is to renew the directors' authority to allot shares.
The Investment Association ('IA') guidelines on directors' authority to allot shares state that IA members will permit, and treat as routine, resolutions seeking authority to allot shares representing up to two-thirds of the Company's issued share capital, provided that any amount in excess of one-third of the Company's issued share capital should only be allotted pursuant to a fully pre-emptive offer.
In accordance with these guidelines, the Board seeks the shareholders' authority to allot shares in the capital of the Company up to a maximum nominal amount of £27,000,000, representing not more than the IA guideline limit of two-thirds of the Company's issued ordinary share capital as at 31 October 2025 (the latest practicable date prior to publication of this Notice). Of this amount, £13,500,000 (representing not more than one-third of the Company's issued ordinary share capital) can only be allotted pursuant to a fully pre-emptive offer. The authority will last until the conclusion of the next annual general meeting or, if earlier, 4 March 2027.
The directors have no present intention to exercise this authority. However, the directors consider it appropriate to maintain the flexibility that this authority provides.
As at the date of this Notice, the Company does not hold any ordinary shares in the capital of the Company in treasury.
Resolution 20, proposed as a special resolution, will give the directors authority to allot shares in the capital of the Company (pursuant to the authority granted under resolution 19) for cash without complying with the pre-emption rights in the Companies Act 2006 in certain circumstances. This disapplication authority is in line with institutional shareholder guidance, and in particular is within the limits set out in the Pre-Emption Group's Statement of Principles ('Pre-emption Principles'). The directors note that



the Pre-emption Principles were revised in November 2022 to allow companies to seek authority to issue shares otherwise than in connection with a pre-emptive offer including an authority over up to 10% of a company's issued share capital for use on an unrestricted basis. However, at this time and as was the case last year, the directors consider that the limit of 5% in line with the previous Pre-emption Principles published in 2015 and the Company's prior practice provides sufficient flexibility for the Company and so have not adopted the increased limit of 10% set out in the Pre-emption Principles published in 2022. In accordance with the Company's previous practice, the Company is not seeking an additional disapplication of pre-emption rights for use in connection with an acquisition or specified capital investment notwithstanding the fact that this would be permissible under the Pre-emption Principles. The directors will keep the matter under review and will consider the developing market practice and what is in the best interests of the Company ahead of the annual general meeting to be held in 2026.
Resolution 20 will permit the directors to allot:
The directors confirm their intention to follow the shareholder protections contained in Part 2B of the Pre-Emption Principles. The directors have no present intention to exercise this authority, however consider it prudent to maintain the flexibility this authority affords. This authority will expire upon the expiry of the general authority in resolution 19 (that is, on the date of the next annual general meeting or, if earlier, 4 March 2027).
Resolution 21, proposed as a special resolution, gives the Company authority to buy back its own ordinary shares in the market as permitted by the Companies Act 2006. In considering whether to use this authority, the Board will take into account factors including the financial resources of the Company, the Company's share price and future funding opportunities. It will be exercised only if the Board believes that to do so would result in an increase in earnings per share and would be in the interests of shareholders generally.
The authority limits the number of shares that could be purchased to a maximum of 71,586,386 (representing approximately 10% of the Company's issued ordinary share capital as at 31 October 2025 (the latest practicable date prior to publication of this Notice)) and sets minimum and maximum prices. It will expire at the end of the next annual general meeting of the Company or, if earlier, on 4 March 2027. Listed companies purchasing their own shares are allowed to hold them in treasury as an alternative to cancelling them. No dividends are paid on shares while they are held in treasury and no voting rights attach to treasury shares.
If resolution 21 is passed at the AGM, the Company's current intention is to cancel the shares it may purchase pursuant to the authority. However, in order to respond properly to the Company's capital requirements and prevailing market conditions, the directors will reassess at the time of any and each actual purchase whether to hold the shares in treasury or cancel them, provided it is permitted to do so.
As at 31 October 2025 (the latest practicable date prior to publication of this Notice), there were 5,838,695 options to subscribe for ordinary shares in the capital of the Company (in connection with the Company's equity-settled share-based payment plans) representing 0.82% of the Company's issued share capital. If the authority to purchase the Company's ordinary shares being sought in resolution 21 was to be exercised in full, these options would represent 0.91% of the Company's issued share capital. However, it is the Company's practice to settle awards under its share plans through existing shares rather than new issued shares.
Resolution 22 is a resolution to allow the Company to hold general meetings (other than annual general meetings) on 14 days' notice.
The minimum notice period for general meetings of listed companies is 21 days. Companies may reduce this period to 14 days (other than for annual general meetings) provided that two conditions are met: (i) the company offers a facility for shareholders to vote by electronic means (which is met if the company offers a facility, accessible to all shareholders, to appoint a proxy by means of a website); and (ii) there is an annual resolution of shareholders approving the reduction of the minimum notice period from 21 days to 14 days.
The Board is therefore proposing, in common with many other listed companies, resolution 22 as a special resolution to approve 14 days as the minimum period of notice for all general meetings other than annual general meetings. The approval will be effective until the Company's next annual general meeting, when it is intended that the approval be renewed. The Board will consider on a case-by-case basis whether the use of the flexibility offered by the shorter notice period is merited, taking into account the circumstances, including whether the business of the meeting is time-sensitive and whether it is thought to be to the advantage of shareholders as a whole.



To be entitled to attend and vote, members must be registered in the register of members of the Company at 6.30 pm on Wednesday 3 December 2025 (or, if the meeting is adjourned, at 6.30 pm on the date which is two working days prior to the adjourned meeting). Changes to entries on the register after this time shall be disregarded in determining the rights of persons to attend or vote (and the number of votes they may cast) at the meeting or adjourned meeting.
A member entitled to attend and vote at the meeting may appoint another person(s) (who need not be a member of the Company) to exercise all or any of their rights to attend, speak and vote at the meeting. A member can appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attached to different shares held by the member.
A proxy does not need to be a member and must attend the meeting to represent the member. A member's proxy could be the Chair of the meeting, another director of the Company or another person who has agreed to attend to represent the member.
The member's proxy will vote as the member instructs and must attend the meeting for the vote to be counted. Appointing a proxy does not preclude the member from attending the meeting and voting in person.
A Form of Proxy (or Notice of Availability if registered to receive shareholder communications electronically) which may be used to make this appointment and give proxy instructions is being sent to all members who appeared on the register of members at the close of business on 31 October 2025. Details of how to appoint a proxy are set out in the Notes to the Form of Proxy. If you do not have a Form of Proxy and believe that you should have one, or if you require additional forms, please contact Equiniti, Aspect House, Spencer Road, Lancing BN99 6DA (Tel: +44(0)371 384 2282 (please use the country code if calling from outside the UK); lines open 8.30 am to 5.30 pm (UK time), Monday to Friday excluding public holidays in England & Wales). As an alternative to completing a hard copy Form of Proxy, proxies may be appointed electronically in accordance with the paragraph below.
In order to be valid, an appointment of proxy must be returned (together with any authority under which it is executed or a copy of the authority certified or in some other way approved by the directors) by one of the following methods:
by completing via Equiniti's online portfolio service, Shareview, and logging on to their portfolio at www.shareview.co.uk and clicking on the link to vote. To register for a Shareview Portfolio, go to www.shareview.co.uk and follow the instructions. Your shareholder reference number can be found on the front of your Form of Proxy/Notice of Availability;
in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out below; or
In each case, the appointment of proxy must be received by the Company's Registrar not less than 48 hours before the time of the meeting (excluding non-working days), being no later than 11.00 am on Wednesday 3 December 2025.
Please note that the Company takes all reasonable precautions to ensure no viruses are present in any electronic communications it sends out, but the Company cannot accept responsibility for loss or damage arising from the opening or use of any email or attachments from the Company and recommends that shareholders subject all messages to virus-checking procedures prior to opening.
Any electronic communication received by the Company, including the lodgement of an electronic proxy form, that is found to contain any virus will not be accepted.
To change your proxy instructions, you may return a new proxy appointment using the methods set out above.
Any change must be received by the Company's Registrar prior to the proxy deadline previously advised in this note. Where you have appointed a proxy using the hard copy Form of Proxy and would like to change the instructions using another hard copy Form of Proxy, please contact Equiniti, Aspect House, Spencer Road, Lancing BN99 6DA (Tel: +44(0)371 384 2282 (please use the country code if calling from outside the UK); lines open 8.30 am to 5.30 pm (UK time), Monday to Friday excluding public holidays in England & Wales). Where two or more valid separate appointments of proxy are received in respect of the same share in respect of the same meeting, the one which is last received shall be treated as replacing and revoking the other or others.
CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so by utilising the procedures described in the CREST manual on the Euroclear website (www.euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & International Limited's (EUI) specifications and must contain the information required for such instructions, as described in the CREST manual.



Regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy, in order to be valid, the CREST message must be transmitted so as to be received by the issuer's agent (ID number – RA19) by 11.00 am on Wednesday 3 December 2025. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST applications host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions.
It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In relation to this, CREST members (and, where applicable, their CREST sponsors or voting service providers) are referred, in particular, to those sections of the CREST manual concerning practical limitations of the CREST system and timings.
A member of the Company which is a corporation may authorise a person or persons to act as its representative(s) at the AGM. In accordance with the provisions of the Companies Act 2006, each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual member of the Company, provided that the representative does not do so in relation to the same shares.
Voting on resolutions 1 to 22 will be conducted by way of a poll rather than a show of hands. This is a more transparent method of voting as member votes are counted according to the number of shares held. As soon as practicable following the AGM, the results of the voting at the meeting and the numbers of proxy votes cast for and against and the number of votes actively withheld in respect of each of the resolutions will be announced via a Regulatory Information Service and also placed on the Company's website.
As at 31 October 2025 (being the latest practicable date prior to the publication of this Notice), the Company's issued voting share capital consists of 715,863,867 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company are 715,863,867.
Copies of the directors' service contracts with the Company and the terms and conditions of the appointment of non-executive directors will be available for inspection during normal business hours (which do not include Saturdays, Sundays and public holidays) at the registered office of the Company and will be available at the place of the meeting from 15 minutes before the start of the meeting until its conclusion.
The content of this Notice, details of the total number of shares in respect of which members are entitled to exercise voting rights at the meeting, the total voting rights that members are entitled to exercise at the meeting, and, if applicable, any members' statements, members' resolutions or members' matters of business received by the Company after the date of this Notice, will be available on the Company's website www.abf.co.uk.
The Company must address at the meeting any question relating to the business of the meeting which is put by a member attending the meeting, but the Company will not answer questions: (i) if to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; (ii) if the answer has already been given on a website in the form of an answer to a question; or (iii) if it is undesirable in the interests of the Company or the good order of the meeting that the question be answered. Please refer to page 2 which explains how to submit a question in advance of the AGM if you wish to ask a question but are unable to attend in person. Please note that questions received in advance of or during the AGM will not be answered in the circumstances noted above.



Members satisfying the thresholds in section 527 of the Companies Act 2006 can require the Company to publish a statement on its website setting out any matter relating to: (a) the audit of the Company's accounts (including the Auditor's report and the conduct of the audit) that are to be laid before the AGM; or (b) any circumstances connected with an auditor of the Company ceasing to hold office since the last AGM, that the members propose to raise at the AGM.
The Company cannot require the members requesting the publication to pay its expenses. Any statement placed on the website must also be sent to the Company's auditor no later than the time it makes its statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required to publish on its website.
A copy of this Notice has been sent for information only to persons who have been nominated by a member to enjoy information rights under section 146 of the Companies Act 2006 (a 'Nominated Person'). The rights to appoint a proxy cannot be exercised by a Nominated Person; they can only be exercised by the member. However, a Nominated Person may have a right under an agreement between him/her and the member by whom the Nominated Person was nominated to be appointed as a proxy for the meeting or to have someone else so appointed. If a Nominated Person does not have such a right or does not wish to exercise it, he/she may have a right under such an agreement to give instructions to the member as to the exercise of voting rights.
The Company will process personal data that shareholders provide to the Company, including the personal data of a shareholder's proxy if a proxy is provided. Personal data includes all data provided by shareholders, or on behalf of shareholders, which relates to: (1) the shareholder, including name and contact details (including address), the votes that the shareholder casts and any other personal data collected by the controller regarding the shareholder, e.g. the shareholder's reference/identification number; and (2) any person who is identified as a proxy by a shareholder, including their name and contact details (including address). The Company will also process personal data of shareholders and/or their proxy to the extent that shareholders or their proxy attend meetings held by the Company (or submit questions to such meetings) and the Company documents or makes a recording of these meetings, in which case personal data processed by the Company may include images and audio of the shareholder or their proxy which may be captured in the form of photographs, text and/or video and audio recordings. Please note that the photographs and broadcast footage may be transferred outside the European Economic Area.
Please note that if shareholders either provide the personal data of a proxy, or send a proxy to a meeting in their place, the Company requires the shareholder to communicate this privacy information to such proxy.
The Company and any third party to which it discloses the data (including the Company's registrar) may process such data for the purposes of maintaining the Company's records, meeting management, managing corporate actions, fulfilling the Company's obligations to shareholders, fulfilling the Company's legal obligations and communicating with shareholders.
The Company's lawful bases for the processing described above, for the purposes described above, is that the processing is necessary in order for the Company to: (1) fulfil its legitimate interests; and (2) comply with its legal obligations.
All of this data will be processed in accordance with the Company's privacy notice which can be accessed at:
www.abf.co.uk/privacy-notice.
If you have any queries about your shareholding, please contact Equiniti.
+44(0)371 384 2282 (please use the country code if calling outside the UK); lines open 8.30 am to 5.30 pm (UK time), Monday to Friday, excluding public holidays in England & Wales.
Equiniti, Aspect House, Spencer Road, Lancing BN99 6DA.
A range of shareholder information is available online at www.shareview.co.uk where shareholders can check their holdings, find practical help on updating details and register their email address to receive shareholder communications electronically.
Shareholders are advised that the telephone numbers, website and email addresses provided in this Notice must not be used to communicate with the Company for any purposes other than those expressly stated.
Extensive information including many answers to frequently asked questions can be found online.
Scan the QR code to take you directly to
www.shareview.co.uk




For shareholders unable to attend the AGM in person, the Company is enabling shareholders to access a live broadcast of the AGM on the web. Please remember that, if accessing the web broadcast, you will not be able to vote or ask questions on the day of the AGM and that you should appoint a proxy in advance so that your vote is counted.
If you wish to access the broadcast of the AGM, you will need information that is included on the Notice of Availability which is unique to you.
If your investment is held on your behalf in a broker/nominee/ custodian account and you wish to access the AGM broadcast, you must contact your broker/nominee/custodian in advance and request that they appoint you as a proxy or as a corporate representative so that you have the appropriate authority to access the broadcast. Without this authority you will not have the necessary details and will not be able to gain access. Once the valid appointment has been made, please contact the Company's Registrar, Equiniti, before 11.00 am on Wednesday 3 December 2025 by sending an email to:
or telephone +44(0)371 384 2282, (please use the country code if you are calling from outside the UK) for your unique shareholder reference number (SRN) and PIN. Telephone lines are open 8.30 am to 5.30 pm Monday to Friday (excluding public holidays in England & Wales).
Shareholders can access a live audio and video broadcast of the AGM via the AGM website. If you wish to access the AGM using this method please go to:
This website can be accessed online on a PC, laptop or internet-enabled device such as a tablet or smartphone. You will need the latest version of Edge, Chrome, Safari or Firefox. Please ensure that your browser is compatible.
On accessing the AGM website, you may be asked to enter a Meeting ID which is:
100-667-289-002
You will then be prompted to enter your unique SRN and PIN which can be found on your Notice of Availability. Access to the meeting via the website will be available from 9.30 am on 5 December 2025. The meeting will start at 11.00 am.
The AGM will be broadcast in audio and video format with presentation slides. Once logged in, and at the commencement of the meeting, you will be able to view and hear the proceedings of the meeting on your device, as well as being able to see any slides or video being presented at the meeting.
An active internet connection is required at all times in order to allow you to view the broadcast. It is the user's responsibility to ensure you remain connected for the duration of the meeting.
For further details, please see the 'User Guide to Accessing the Live Broadcast of the Associated British Foods plc AGM 2025' below.
Shareholders who are unable to attend in person and are unable to access the web broadcast but would like to follow a live audio broadcast by telephone should contact the Company Secretariat by post (Attention: AGM – Company Secretary, Associated British Foods plc, Weston Centre, 10 Grosvenor Street, London W1K 4QY) or by email ([email protected]) so that arrangements can be made. Such requests will need to be received by the Company Secretariat by 28 November 2025. Please note that there will be no facility to ask questions by telephone.
To login you must have your SRN and PIN as shown on the Notice of Availability


Associated British Foods plc | 16 | Notice of Annual General Meeting 2025

Please monitor the AGM 2025 page of the Company's website (www.abf.co.uk/agm) for any updates.
Please note the new venue for this year's AGM, which is:
QEII Centre, Broad Sanctuary, Westminster, London SW1P 3EE Tel: +44 20 7798 4000 Email: [email protected] https://qeiicentre.london/
The AGM will start promptly at 11.00 am. Shareholder registration will be available from 9.30 am. Shareholders wishing to attend are advised to arrive at the venue in good time to register and no later than 10.30 am.
On arrival, you will be directed to the registration desk to register your attendance and that of any guest. Unless agreed by the Company in advance, guests will not be permitted unless the shareholder is in need of assistance and, in this circumstance, will be limited to one guest. Shareholders, corporate representatives and proxies may be required to provide proof of identity. Please bring your attendance card with you (attached to the Form of Proxy) as this will help us to admit you to the meeting as quickly as possible. The admission process could take longer without identification.
Investors who hold their shares in broker/nominee/custodian accounts (rather than in their own name) must contact their broker/nominee/custodian in advance and request to be appointed as a proxy or corporate representative and bring evidence of such appointment with them to the meeting if they wish to attend, speak and/or register their vote at the meeting.
Security staff will be on duty to assist shareholders. We take the safety and security of our shareholders and the security of the AGM very seriously. As usual, we will implement a range of security measures at the AGM, based on a thorough assessment of potential risks. We strongly encourage you not to bring large bags, shopping trolleys or other luggage with you to the venue, and if you cannot avoid doing so, you will be requested to check these into the cloakroom.
We also require that everyone attending the AGM allows bags or briefcases to be searched if so requested. You will be welcome to take your smaller bag or briefcase into the meeting. Otherwise, we will politely require you to leave your property in the cloakroom.
For the safety and security of our shareholders, photography and filming other than by the AGM broadcast team will not be permitted in the meeting room. The meeting, including question and answer sessions with shareholders, as well as background shots of those present in the auditorium, will be recorded on film. These images and stills from the footage may be used in future publications online or in print. If you attend the AGM in person you may be included in images or in the recording of the meeting.
There is wheelchair access at the venue. Anyone accompanying a shareholder in need of assistance will be admitted to the AGM. A sound amplification/hearing loop will be available in the meeting room.
Please ensure that mobile phones are switched off throughout the AGM.
Nearby underground stations include St James's Park on the Circle and District lines, Westminster on the Jubilee, Circle and District lines and Victoria on the Victoria, Circle and District lines. Charing Cross, Victoria and Waterloo mainline stations are within a 20 minute walk from the venue. There are links by tube direct to Euston, Charing Cross, Waterloo and Liverpool Street mainline stations.
Please note that this is a new venue for our Annual General Meeting




Summaries of the principal terms of the 2025 Restricted Share Plan and the 2025 Long Term Incentive Plan (together, the Plans) are set out in this Appendix.
Awards (as defined in the Plans) may be granted, and the Plans will be administered, by the Board, or a duly authorised committee of the Board or a duly authorised person. Awards for executive directors of the Company (Executive Directors) and other senior management of the Company will always be granted and administered by the Remuneration Committee. References in these summaries to the Remuneration Committee should be read to include the Board or any duly authorised person, as appropriate.
Any employee (including an Executive Director) of the Company or any employee of its subsidiaries (Group) will be eligible to participate in the Plans at the discretion of the Remuneration Committee.
Participation by the Executive Directors shall, unless and until approved otherwise by shareholders, be in accordance with the terms of the Company's remuneration policy as approved by shareholders from time to time (Remuneration Policy).
Awards may be granted over ordinary shares in the capital of the Company (Shares) that are newly-issued Shares, treasury Shares or Shares purchased in the market. Awards are not transferable (other than on death). No payment will be required for the grant of an Award.
The Plans are subject to the following overall limits:
Treasury Shares will be treated as newly-issued for the purpose of these limits until such time as guidelines published by institutional investor representative bodies determine otherwise.
The number of Shares taken into account for the purpose of the above limits may be varied by the Remuneration Committee to take into account any variation in the Company's share capital from time to time.
The Remuneration Committee may determine that an Award is subject to a post vesting holding period, during which vested Shares may not be sold other than to pay tax liabilities or otherwise as the Remuneration Committee may allow.
In line with the Remuneration Policy proposed for approval by shareholders at the AGM, Executive Directors will be required to hold their vested Shares (on a net of tax basis) for an additional two years from vesting.
The Remuneration Committee may determine that on the vesting of an Award, a participant shall receive an amount in cash and/or shares equivalent to the value of the dividends that would have been paid on the vested Shares during the period between the date of grant and the date of vesting. The Remuneration Committee will have discretion to decide the basis on which dividend equivalents will be calculated and paid.



In the event of a cessation of employment, the treatment of Awards will be as follows:
| Reason for ceasing employment with the Group |
Treatment |
|---|---|
| Death | The Award will vest as soon as reasonably practicable after the participant's death to the extent that the Remuneration Committee determines, having regard to: |
| • any performance underpin (for RSP Awards) or the extent to which any performance condition is satisfied at that time (for LTIP Awards); and • unless the Remuneration Committee determines otherwise, pro-rating to reflect the period from the grant date (for RSP Awards) or the start of the performance period (for LTIP Awards) until the date of death. |
|
| Any holding period will cease to apply. | |
| Cessation by reason of: • ill-health; • injury; or |
Timing of vesting • The Award will vest on the normal vesting date. • Where appropriate, the Remuneration Committee may determine that the Award will vest on such other date as the Remuneration Committee shall determine. |
| • disability; or Cessation for any other reason at the Remuneration Committee's discretion |
Extent of vesting The Remuneration Committee will decide the extent to which an unvested Award vests in these circumstances, having regard to: |
| • any performance underpin (for RSP Awards) or the extent to which any performance condition is satisfied at the end of any performance period (for LTIP Awards); and • unless the Remuneration Committee determines otherwise, pro-rating to reflect the period from the grant date (for RSP Awards) or the start of the performance period (for LTIP Awards) until the date on which the participant ceases to be employed by the Group (or, if earlier, the date of notice of cessation). |
|
| Any holding period will continue to apply other than in exceptional circumstances. | |
| Any other circumstances | An Award shall lapse on the date on which the participant: |
| • ceases employment; or • gives or receives notice to cease employment. |
The Remuneration Committee may, in its absolute discretion, determine at any time after the grant date until 2 years after the vesting date of an Award to:
The circumstances in which malus or clawback may be operated include:



In the event of a change of control of the Company, Awards will vest. In such circumstances, the number of Shares in respect of which Awards vest shall be determined by the Remuneration Committee, having regard to:
Alternatively, in the case of an internal reorganisation (or, for LTIP Awards, other change of control), the Remuneration Committee may require Awards to be exchanged for equivalent awards which relate to shares in a different company. Any holding period will continue to apply unless otherwise determined by the Remuneration Committee.
If other corporate events occur such as a demerger, special dividend or other event which, in the opinion of the Remuneration Committee, may affect the value of Shares to a material extent, the Remuneration Committee may determine that Awards will vest conditional on the event occurring. The number of Shares in respect of which Awards vest shall be determined by the Remuneration Committee, having regard to:
If the event does not occur, Awards will continue. Any holding period will cease to apply.
In the event of a variation of the Company's share capital or a demerger, special dividend, rights issue or other event, which may, in the Remuneration Committee's opinion, affect the value of Shares to a material extent, the number of Shares subject to an Award may be adjusted.
Awards under the Plans will not form part of pensionable earnings.
The Remuneration Committee may amend the Plans at any time, provided that prior approval of the Company's shareholders in a general meeting will be required for amendments to the advantage of participants relating to eligibility, limits, the basis for determining a participant's entitlement to, and the terms of, the Shares (or cash) comprised in an award and the impact of any variation of capital.
However, any minor amendment to benefit administration, or any amendment to take into account legislative changes, or to obtain or maintain favourable tax treatment, exchange control or regulatory treatment in any jurisdiction, may be made by the Remuneration Committee without shareholder approval.
No amendment may be made to the material disadvantage of participants in the Plans unless consent is sought from the affected participants and given by a majority of those participants.
The Plans will terminate on the tenth anniversary of their approval by shareholders but the rights of existing participants will not be affected by any termination.
The Remuneration Committee may establish sub-plans or schedules to the Plans, modified to take account of local tax, exchange controls or securities laws, in any overseas jurisdiction, provided that any Shares made available under such plans are treated as counting against the limits on individual and overall participation in the Plans.
The Plans may operate in conjunction with an EBT of which the trustee is an independent professional trustee.
The power to appoint and remove the trustee rests with the Company. The EBT will not, without prior shareholder approval, be able to make an acquisition of Shares where it would then hold more than 5 per cent. of the Company's issued share capital from time to time.



Awards under the RSP (Awards) will be in the form of a conditional right to acquire Shares at no cost to the participant.
Awards will not be granted to an Executive Director under the RSP over Shares with a market value at grant in excess of such limit as applies under the prevailing Remuneration Policy. Awards granted to participants who are not Executive Directors may not exceed such limits as may be determined by the Remuneration Committee from time to time.
Under the Remuneration Policy proposed for approval by shareholders at the AGM, Awards will not be granted to an Executive Director under the RSP over Shares with a market value at grant in excess of 200% of salary in respect of any financial year, provided that the Remuneration Committee may grant Awards over Shares with a market value at grant of up to 250% of salary in exceptional circumstances.
Awards may be subject to a performance underpin. Under the Remuneration Policy proposed for approval by shareholders at the AGM, Awards granted to any Executive Director will be subject to a performance underpin.
The performance underpin may be amended or substituted if one or more events occur which cause the Remuneration Committee to consider that an amended or substituted performance underpin would be more appropriate.
An Award will vest on the third anniversary of the grant date, or such other date as the Remuneration Committee may determine at grant. The Remuneration Committee will determine whether, and the extent to which, any performance underpin has been satisfied, and if the performance underpin has not been satisfied, the extent to which the vesting of an Award will be reduced. In addition, the Remuneration Committee will have discretion to reduce the level of vesting if it considers the vesting outcome is inconsistent with the overall performance of the Company, would deliver unjustified windfall gains, does not align to individual performance and results achieved by the participant, would not deliver the intention of any applicable remuneration policy, and/or is not reasonable or does not reflect the participant's contribution due to unexpected or unforeseen circumstances.
At any time before or after the point at which an Award has vested, but before the underlying Shares have been issued or transferred to the participant, the Remuneration Committee may decide that a participant will receive a cash amount equal to the value of the Shares they would otherwise have received.
Any Shares or cash that are to be issued, transferred or paid (as appropriate) to a participant in respect of a vested Award will be issued, transferred or paid (as appropriate) within 30 days of the date of vesting (or as soon as reasonably practicable thereafter).



Awards under the LTIP may be in the form of:
and Conditional Awards and Cash Awards are together referred to in this summary as Awards and each as an Award.
The Remuneration Committee will also be given the flexibility to structure Awards differently, if required to do so or if it is beneficial to do so in any overseas jurisdiction.
Under the Remuneration Policy proposed for approval by shareholders at the AGM, Executive Directors will not be eligible to be granted Awards under the LTIP, other than for awards granted in connection with the recruitment of a new Executive Director where an Award under the LTIP is considered more appropriate than an Award under the RSP.
In the event that the Remuneration Policy were to be revised, Awards to Executive Directors under the LTIP would be limited to the values specified in the revised Remuneration Policy. Awards granted to participants who are not Executive Directors may not exceed such limits as may be determined by the Remuneration Committee from time to time.
Awards for Executive Directors (if provided for under the Remuneration Policy) will be subject to the satisfaction of a performance condition tested over a performance period of at least three years (other than in respect of an Award granted in connection with the recruitment of an Executive Director), which will determine the proportion (if any) of the Award which will be capable of vesting. Awards not granted to Executive Directors of the Company may be subject to a performance condition tested over such period as is determined at grant.
Performance conditions may be amended or substituted if one or more events occur which cause the Remuneration Committee to consider that an amended or substituted performance condition would be more appropriate. Any amended or substituted performance condition that relates to Awards granted to Executive Directors of the Company would not be materially less difficult to satisfy than the original condition was intended to be.
In relation to the testing of the performance condition and the ultimate number of Shares that vest, the Remuneration Committee will have the right, in its absolute discretion, to reduce (down to zero, if appropriate) or increase (but not higher than the original size of the Award) the number of Shares that would vest, taking account of the performance of the Company and the contribution of the participant over the performance period.
The extent to which the performance conditions have been achieved and the level at which an Award consequently vests will normally be determined as soon as practicable after the end of any performance period (or on such later date as the Remuneration Committee determines).
At any time before or after the point at which an Award (which is not a Cash Award) has vested, but the underlying Shares have yet to be issued or transferred to the participant, the Remuneration Committee may decide to pay a participant a cash amount equal to the value of the Shares they would otherwise have received.
Any Shares or cash that are to be issued, transferred or paid (as appropriate) to a participant in respect of a vested Award (including a Cash Award) will be issued, transferred or paid (as appropriate) within 30 days of the date of vesting (or as soon as reasonably practicable thereafter).







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