Associated British Foods PLC

Proxy Solicitation & Information Statement • Nov 3, 2020

Form of Proxy Associated British Foods plc annual general meeting Friday 4 December 2020

	Shareholder		+
Resolutions			Vote
Please see notes overleaf for completion of this Form of Proxy.	Task ID Please tick here if this proxy appointment is one of multiple appointments 2020	1. Annual report and accounts 2. Directors' remuneration report 3. Re-election of Emma Adamo as a director 4. Re-election of Graham Allan as a director 5. Re-election of John Bason as a director 6. Re-election of Ruth Cairnie as a director 7. Re-election of Wolfhart Hauser as a director 8. Re-election of Michael McLintock as a director 9. Re-election of Richard Reid as a director 10. Re-election of George Weston as a director 11. Reappointment of auditor 12. Auditor's remuneration 13. Political donations or expenditure 14. Directors' authority to allot shares 15. Disapplication of pre-emption rights 16. Notice of general meetings 17. Adopt articles of association	reference number For Against withheld

+

Associated British Foods plc annual general meeting

Friday 4 December 2020

NOTICE OF AVAILABILITY

Important, please read carefully and detach before posting your Form of Proxy

Associated British Foods plc (the 'Company')

The Company's annual report and accounts for the year ended 12 September 2020 is available to view and download on the Company's corporate website at www.abf.co.uk/ar

The Company's Notice of Annual General Meeting is available to view and download on the Company's corporate website at www.abf.co.uk/agm

These documents should be read before making any decision in relation to the proposed resolutions. This document is not a summary of the proposals and is not a substitute for reading the documents listed above.

If you have any questions or would like to receive a hard copy of the documents, please contact Equiniti by calling the shareholder helpline on 0371 384 2282 (UK only) or +44 (0)121 415 7047 (from outside the UK). Lines open 8.30 am to 5.30 pm (UK time), Monday to Friday, excluding public holidays in England & Wales.

Asking the Board a question

Questions can be submitted in advance of the annual general meeting (AGM) by email to:

agm2020@abfoods.com

or by post:

Attention: AGM – Company Secretary Associated British Foods plc Weston Centre 10 Grosvenor Street London W1K 4QY

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 20 November 2020, in which case the Company will endeavour to respond to the shareholder by 27 November 2020.

Please ensure that you include your name and Shareholder Reference Number (SRN) and, if your question is by post, the address to which a response should be sent.

A selection of answers to commonly asked questions, grouped by theme, will be available on the website (www.abf.co.uk/agm) in advance of the AGM. At the AGM, the key themes and issues arising from questions received will be discussed.

Accessing the broadcast of the AGM

If you would like to access the live broadcast of the AGM, please follow the instructions on page 15 of the Notice of Annual General Meeting. You will require the following details:

To access the live broadcast via the AGM website

Website: https://web.lumiagm.com

Meeting ID: 151-465-948

SRN:

PIN:

To access the live broadcast by telephone

From UK: 0800 279 7204 From outside UK: +44 (0)330 336 9411

Confirmation code: 1773106

You will also need to provide your name and the SRN above.

IMPORTANT NOTICE

In light of the COVID-19 pandemic, there are significant changes to the usual annual general meeting ('AGM') arrangements this year and regrettably, shareholders are unable to attend the AGM in person. To ensure that your vote is counted, shareholders are advised to appoint a proxy to vote on your behalf using the Form of Proxy below. Shareholders are strongly advised to appoint the Chair of the meeting as proxy to ensure that your vote is counted as any other individual appointed as proxy will be unable to attend the meeting. Please complete the Form of Proxy as indicated in the notes and return it to the Company's Registrar, Equiniti, in the reply-paid envelope provided. Please refer to the Notice of AGM for further details of the arrangements for the meeting this year. You are also encouraged to monitor the AGM 2020 page of the Company's website (www.abf.co.uk/agm) for any updates.

0851-085-S

Notes for completion of Form of Proxy

• 1. Every shareholder has the right to appoint some other person(s), who need not be a shareholder, as his proxy to exercise all or any of their rights to vote on their behalf at the meeting. If you wish to appoint a person other than the Chair of the meeting, please insert the name of your chosen proxy holder in the left box labelled 'Name of proxy'. However, please refer to the important notice overleaf in relation to attendance at the AGM this year. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box on the right next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or, if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
• 1. A shareholder can appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attaching to different shares held by him/her. To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting the shareholder helpline on 0371 384 2282 (UK only) or +44 (0) 121 415 7047 (from outside the UK); lines open 8.30 am to 5.30 pm (UK time), Monday to Friday, excluding public holidays in England & Wales. Alternatively, you may photocopy this form. Please indicate in the box on the right 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 ticking 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.
• 1. The proxy must attend the meeting in person to represent you. Please refer to the important notice overleaf in relation to attendance at the AGM this year.
• 1. Please indicate with an X in the appropriate space on the Form of Proxy how you wish your votes to be cast in respect of the resolution to be proposed. If the Form of Proxy is returned duly signed but without specific direction as to how the proxy is to vote or abstain from voting on any particular matter, the proxy will vote or abstain at his/her discretion. Your proxy will also have discretion to vote as he/she sees fit on any business which may properly come before the meeting.
• 1. To be valid, the Form of Proxy should be lodged with Equiniti at the address on the enclosed envelope, or at the registered office of the Company, not less than 48 hours (excluding non-working days) before the time fixed for the meeting or any adjournment thereof (as the case may be) together (unless you are completing an electronic appointment) with any authority (or a notarially certified copy of such authority) under which it is signed.
• 1. Unless you are completing an electronic appointment, in the case of an appointment by a corporation, the Form of Proxy must be under its common seal (if any) or the hand of its duly authorised agent or officer and, in the case of an appointment by an individual, the Form of Proxy must be signed by the appointor or his duly authorised agent.
• 1. In the case of joint holders, only one of the named holders on the share register need sign but, if more than one votes, the vote of the first named on the register of members will be accepted to the exclusion of other joint holders.
• 1. Please note that 'Vote withheld' has no legal effect and will count neither in the votes 'For' or 'Against' a resolution.
• 1. You can register the appointment of your proxy electronically via the internet at www.sharevote.co.uk. The voting ID, task ID and shareholder reference number printed on the Form of Proxy will be required. Alternatively, if you have registered with Equiniti's online portfolio service, Shareview, you can appoint your proxy at www.shareview.co.uk. Full details and instructions are given on the relevant website. The deadline for submission of a proxy appointment in this way is the same as in note 5 above. An electronic proxy appointment will be invalid unless it is lodged at either of the electronic addresses specified in this note 9. Please note that any electronic communication received by or on behalf of the Company, including the lodgement of an electronic proxy form, that is found to contain any virus will not be accepted. You may not use any electronic address provided in the Notice of AGM or in these Notes for completion of Form of Proxy to communicate with the Company for any purposes other than those expressly stated.
• 1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service should first read shareholder note 2 on pages 11 and 12 of the Notice of AGM.