Bakkavor Group PLC — Proxy Solicitation & Information Statement 2022

Mar 18, 2022

ATTENDANCE CARD

Bakkavor Group plc (the 'Company') Annual General Meeting ('AGM' or 'Meeting') to be held at Fitzroy Place, 5th Floor, 8 Mortimer Street, London W1T 3JJ, on Wednesday 25 May 2022 at 10.00am.

Shareholder Reference Number:

NOTICE OF AVAILABILITY – Important; please read carefully.

You can now access the Annual Report and Accounts 2021 and Notice of Annual General Meeting 2022 ('Notice of AGM') at www.bakkavor.com/en/investors/shareholder-information. You can submit your proxy online at www.sharevote.co.uk using the details on the Form of Proxy below.

You are advised to read the full Notice of AGM before deciding how to vote. It is also recommended that you read the full Annual Report and Accounts 2021.

Shareholder Reference Number:

FORM OF PROXY

BAKKAVOR GROUP PLC ANNUAL GENERAL MEETING ('AGM') TO BE HELD ON WEDNESDAY 25 MAY 2022 AT 10.00AM

Name of proxy:

Voting ID:	Task ID:

You can submit your proxy electronically, using Number of shares (if not full voting entitlement) (see Notice of AGM) the above details, at www.sharevote.co.uk. I / We, the undersigned, being a member / members of

Bakkavor Group plc (the 'Company') hereby appoint the Chairman of the AGM or: as my / our proxy to exercise all or any of my / our rights to attend, speak and vote in respect of my / our voting entitlement on my / our behalf at the AGM of the Company to be held on Wednesday 25 May 2022 at 10.00am and at any adjournment thereof. The proxy will vote on the resolutions listed below as indicated. The proxy will vote at his / her discretion, or withhold from voting on any resolution listed below, if no instruction is given regarding that resolution and on any other business transacted at the AGM.

Please mark this box to indicate if this proxy appointment is one of multiple appointments being made. Please indicate your vote by marking the appropriate boxes in black or blue ink like this: X

Ordinary Resolutions		For	Against Withheld	Ordinary Resolutions	For	Against Withheld
1.	To receive the Company's audited accounts and the			13. To re-elect Lydur Gudmundsson as a Director
	reports of the Directors and the Auditors for the year ended 25 December 2021			14. To re-elect Jane Lodge as a Director
2.	To approve the Directors' Remuneration Report			15. To re-appoint PricewaterhouseCoopers LLP as Auditors of the Company
3.	To declare a final dividend for the year ended 25 December 2021 of 3.96p per ordinary share			16. To authorise the Audit & Risk Committee to determine the remuneration of the Auditors
4.	To elect Sanjeevan Bala as a Director			17. To authorise the Directors to allot shares pursuant
5.	To re-elect Simon Burke as a Director			to section 551 of the Companies Act 2006
6.	To re-elect Agust Gudmundsson as a Director			Special Resolutions
7.	To re-elect Ben Waldron as a Director			18. To empower the Directors to disapply pre-emption
	8. To re-elect Mike Edwards as a Director			rights in certain circumstances
9.	To re-elect Denis Hennequin as a Director			19. To empower the Directors to disapply pre-emption rights for financing and refinancing particular
10. To re-elect Umran Beba as a Director				acquisitions and other capital investments
	11. To re-elect Jill Caseberry as a Director			20. To authorise the Company to purchase its own shares
	12. To re-elect Patrick L. Cook as a Director			21. To allow a general meeting to be called on 14 clear days' notice

Notes to help you complete this form are in the Notice of AGM. You should read these carefully before completing this form. Please mark this box if signing on behalf of the shareholder as power of attorney, receiver or third party. This card should not be used for comments, change of address or other queries. Please send separate instruction.

Signature Date

NOTES FOR COMPLETION OF FORM OF PROXY

• 1. For comprehensive notes for completion of the Form of Proxy, please refer to the Notice of AGM.
• 1. Shareholders are entitled to appoint another person to attend the Meeting and vote on their behalf using the Form of Proxy. The proxy need not be a shareholder. You may still attend the Meeting and vote even if you return the Form of Proxy. If you wish to appoint more than one proxy, please refer to the detailed instructions in the Notice of AGM.
• 1. If you do not indicate how you wish your proxy to vote, the proxy will be entitled to exercise discretion as to how and whether to vote on any resolution.
• 1. In order to be valid, this Form of Proxy must be received by Equiniti by no later than 10.00am on Monday 23 May 2022.
• 1. If you wish to vote via the internet, you can do so at www.sharevote.co.uk. You will require the Voting ID, Task ID and Shareholder Reference Number shown on the Form of Proxy.
• 1. CREST members who wish to utilise the CREST proxy appointment service may do so by following the procedures described in the CREST manual and the Notice of AGM.
• 1. If you have any queries, please contact our Registrars, Equiniti Limited, on 0371 384 2030. From outside the UK please call + 44 (0) 121 415 7047. Lines are open between 08.30am and 5.30pm Monday to Friday – excluding public holidays in England and Wales.

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