Bunzl PLC

AGM Information • Mar 16, 2023

This document is important and requires your IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are advised to consult your stockbroker, solicitor, accountant or other professional adviser authorised pursuant to the Financial Services and Markets Act 2000 immediately. If you have sold or transferred all of your ordinary shares in Bunzl plc you should pass this document to the purchaser or transferee, or to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Bunzl plc Registered Office: York House 45 Seymour Street London W1H 7JT

Registered in England No. 358948

To the holders of ordinary shares 9 March 2023

Dear Sir or Madam

ANNUAL GENERAL MEETING ('AGM')

The 2023 AGM of Bunzl plc (the 'Company') is to be held at 11:00 am on Wednesday 26 April 2023 at 60 Victoria Embankment, London, United Kingdom, EC4Y 0JP.

You will see from the notice of meeting in Appendix 1 to this letter (the 'Notice of Meeting') that, in addition to the routine business to be dealt with at the AGM, there is one item of other business contained in Resolution 19. An explanation of Resolutions 3 to 19 inclusive is set out below and certain further information is given in the Appendices to this letter.

Ordinary Resolutions 3 to 11 (Re-appointment and appointment of directors)

Under the Company's articles of association, at every AGM all the directors at the date of the Notice of Meeting shall retire from office and may offer themselves for re-appointment by the members. Each of the directors will retire at this year's AGM and will stand for re-appointment by the members, with the exception of Pam Kirby and Jacky Simmonds who will be standing for appointment, this being the first AGM since their appointment as non-executive directors. Biographical details of each director seeking re-appointment and appointment and their contributions to the long term sustainable success of the Company can be found in Appendix 2 to this letter.

Ordinary Resolutions 12 and 13 (Re-appointment and remuneration of auditors)

PricewaterhouseCoopers LLP ('PwC') were first appointed as the Company's auditors in May 2014 following a competitive tender process and have been re-appointed at each subsequent AGM. Following a review by the Audit Committee of PwC's independence and objectivity and of the effectiveness of the audit process, the Audit Committee recommended to the Board that PwC be re-appointed as the Company's auditors and, subject thereto, that such recommendation be put to shareholders for approval at this year's AGM. Resolution 12 therefore seeks approval for the re-appointment of PwC as the Company's auditors until the conclusion of the next general meeting at which accounts are laid before the Company.

Ahead of PwC's tenth term as auditor of the Company, the Audit Committee has made a recommendation to the directors that the Company should carry out a tender during 2023 with a view to the successful firm performing the external audit for the year ending 31 December 2024. The directors intend to implement this recommendation during the course of this year.

Resolution 13 seeks authorisation for the directors, acting through the Audit Committee, to set the auditors' remuneration.

Ordinary Resolution 14 (Approval of directors' remuneration report)

Resolution 14 seeks shareholder approval for the directors' remuneration report as set out on pages 132 to 155 (inclusive) of the Annual Report for the year ended 31 December 2022, excluding the part of the report which sets out the directors' remuneration policy. The directors' remuneration report discloses how the Company's existing directors' remuneration policy was implemented during 2022 and sets out details of each director's remuneration throughout the year. The vote is advisory and the directors' entitlement to remuneration is not conditional upon the resolution being passed. At the Company's 2021 AGM, the directors' remuneration policy was approved by shareholders. The directors' remuneration policy is set out on pages 147 to 155 (inclusive) of the Annual Report for the year ended 31 December 2022, for reference purposes only. There are no proposed changes to the directors' remuneration policy which require shareholder approval to be sought at this year's AGM.

The Company's external auditors, PwC, have audited those parts of the directors' remuneration report that are required to be audited and their report is set out on pages 223 to 229 (inclusive) of the Annual Report for the year ended 31 December 2022.

Ordinary Resolution 15 (Authority to allot ordinary shares)

Shareholders' authority is required before the directors may allot ordinary shares in the Company. Resolution 15 replaces the authority granted at last year's AGM. Paragraph (a) of Resolution 15 would give the directors the authority to allot ordinary shares and to grant rights to subscribe for or to convert any securities into ordinary shares in the Company up to a maximum aggregate nominal amount equal to £36,180,660, which represents one third of the Company's issued share capital as at 9 March 2023.

In addition, and in line with guidance issued by the Investment Association (the 'IA'), paragraph (b) of Resolution 15 would give the directors the authority to allot ordinary shares and to grant rights to subscribe for or convert any securities into shares in connection with a rights issue, up to a further aggregate nominal amount of £36,180,660 which represents an additional one third of the nominal value of the Company's issued share capital as at 9 March 2023. In line with the IA guidance, authority under paragraph (b) of Resolution 15 would only be used to allot shares pursuant to a fully pre-emptive rights issue.

While the directors do not have any present intention to issue new ordinary shares except under the Company's share option schemes and, if necessary, to satisfy the consideration payable for businesses to be acquired, the directors believe that having the additional allotment authority sought under Resolution 15 is in stakeholders' best interests to ensure that the Company has maximum flexibility in managing its capital resources. The authorities supersede all previous authorities and will expire 15 months from the passing of the resolution or at the next AGM, whichever shall first occur. The directors intend to seek to renew these authorities at next year's AGM.

Special Resolution 16 (General authority to disapply pre-emption rights)

Shareholders' authority is required before the directors may allot ordinary shares in the Company (including any ordinary shares which the Company has purchased and has elected to hold as treasury shares) for cash without first offering them to existing shareholders in proportion to their existing shareholding. Such an authority has been sought annually by the Company and the existing authority will expire at this year's AGM.

By proposing Resolution 16, the directors seek a renewal of such authority although, at present, there is no intention to exercise such authority.

Under the renewed authority, the directors may allot ordinary shares for cash without application of pre-emption rights pursuant to the Companies Act 2006 in connection with pre-emptive offers or otherwise up to a maximum amount of 16,884,233 ordinary shares, being 5% of the Company's issued share capital as at 9 March 2023. In respect of this maximum amount, the directors confirm their intention to follow the provisions of the Pre-Emption Group's Statement of Principles 2015 (the "Principles") regarding cumulative usage of authorities within a rolling three year period, where the Principles provide that usage of such authorities in excess of 7.5% of issued ordinary share capital should not take place, except in connection with an acquisition or specified capital investment referred to in the Principles, without prior consultation with shareholders.

This authority will expire 15 months from the passing of the resolution or at the next AGM, whichever shall first occur.

Special Resolution 17 (Specific authority to disapply pre-emption rights in connection with an acquisition or specified capital investment)

The Principles state that, subject to the passing of Resolution 15 and in addition to the authority proposed in Resolution 16, the Pre-Emption Group is supportive of extending the general authority to disapply pre-emption rights for certain purposes. Accordingly, and in line with the Principles, the directors are also seeking the authority to allot ordinary shares for cash on a non-pre-emptive basis up to an additional maximum aggregate nominal amount of £5,427,099, being 5% of the Company's issued share capital as at 9 March 2023. The maximum nominal value of equity securities which could be allotted, if the authorities under both Resolutions 16 and 17 were used, would be £10,854,198, being 10% of the total issued share capital of the Company as at 9 March 2023.

The additional authority proposed in Resolution 17 will only be used to fund one or more acquisitions or specified capital investments which are announced contemporaneously with the relevant issue, or which have taken place in the preceding six month period and are disclosed in the announcement of the issue, as referred to in the Principles. While the directors have no present intention of exercising this authority, the directors consider that the additional authority sought at this year's AGM will benefit the Company and its shareholders generally since there may be occasions in the future when the directors need the flexibility to finance acquisitions or capital investments by issuing shares for cash without a pre-emptive offer to existing shareholders. This authority will expire 15 months from the passing of the resolution or at the next AGM, whichever shall first occur.

Special Resolution 18 (Purchase of own ordinary shares)

Resolution 18 replaces a similar authority granted to the directors at last year's AGM which is valid until the conclusion of this year's AGM.

No ordinary shares have been purchased under the current authority. The proposed authority will be exercised in the future only if the directors consider it to be in the best interests of the Company and its shareholders, given the market conditions and price prevailing at the time.

For a further explanation of this proposal and a brief summary of its taxation consequences, please see Appendix 3 to this letter.

Special Resolution 19 (Notice of general meetings)

Resolution 19 also replaces a similar authority granted to the directors at last year's AGM to allow the Company to hold general meetings (other than AGMs) on 14 clear days' notice as required by section 307A of the Companies Act 2006. The shorter notice period would not be used as a matter of routine for such meetings but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole. The Company will also need to meet certain requirements for electronic voting under section 307A of the Companies Act 2006 before it can call a general meeting on 14 clear days' notice.

The authority will be effective until next year's AGM, when it is intended that a similar resolution will be proposed.

Poll voting

The directors have again decided that voting on each of the Resolutions to be put to this year's AGM will be taken on a poll. The directors believe a poll vote is more representative of shareholders' voting intentions because shareholders' votes are counted according to the number of ordinary shares held and all votes tendered are taken into account. The results of the poll will be announced through a Regulatory Information Service and made available on the Company's website as soon as practicable following the closing of this year's AGM.

Issued share capital

Unless otherwise stated, all references to the Company's issued share capital in this letter are to the Company's issued ordinary share capital as at 9 March 2023, being the latest practicable date prior to the publication of this letter, which was 337,684,667 ordinary shares carrying one vote each. Therefore, the total voting rights in the Company as at 9 March 2023 was 337,684,667. The Company does not, as at 9 March 2023, being the latest practicable date prior to the publication of this letter, hold any shares in treasury.

Shareholder engagement

Prior to and during the AGM, shareholders may submit questions about the business to be conducted either in writing to the Company's registered office (for the attention of the Company Secretary) or by email to BunzlAGM@Bunzl.com. The Company will answer any questions that have been submitted prior to the date of the AGM, either during the AGM itself or in advance of the AGM (subject to limited exceptions set out in paragraph 16 of the Notes to the Notice of Meeting set out in Appendix 1 to this letter).

Shareholders are reminded that they may access a recording of the Company's 2022 annual results webcast, together with the associated presentation slides, in the 'Results and reporting hub' section of the Company's website at www.bunzl.com.

Action to be taken

Shareholders are asked to complete the enclosed Form of Proxy and to post it to the Company's registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY as soon as possible, but in any event to arrive by no later than 11.00 am on Monday 24 April 2023 (or not less than 48 hours before the time fixed for any adjourned AGM, provided that no account shall be taken of any part of a day that is not a working day). Completion and posting of the Form of Proxy will not preclude shareholders from attending and voting in person at this year's AGM, should they wish to do so.

A user of the CREST system (including a CREST Personal Member) may appoint a proxy by having an appropriate CREST message transmitted so as to be received by no later than 11.00 am on Monday 24 April 2023 (or not less than 48 hours before the time fixed for any adjourned AGM, provided that no account shall be taken of any part of a day that is not a working day).

Documents available for inspection

Copies of the directors' service agreements and letters of appointment will be available for inspection at any time during normal business hours on normal working days from and including the date of the Notice of Meeting up to and including Wednesday 26 April 2023 at the Company's registered office, as will a copy of the Annual Report for the year ended 31 December 2022. All such documents will also be available for inspection in 60 Victoria Embankment, London, United Kingdom, EC4Y 0JP from 10.45 am on Wednesday 26 April 2023 until the conclusion of this year's AGM.

Recommendation

The directors are unanimously of the opinion that the proposals described in this letter are in the best interests of the Company and its shareholders as a whole. Accordingly, they recommend shareholders vote in favour of the Resolutions set out in the Notice of Meeting in Appendix 1 to this letter, including those referred to above, as they intend to do in respect of their own beneficial holdings.

Dividend reinvestment plan ('DRP')

The directors are proposing a final dividend of 45.4p per ordinary share in the Company for the year ended 31 December 2022 (the 'Final Dividend') for approval at this year's AGM. Pursuant to the DRP, shareholders will again be offered the opportunity to receive ordinary shares in the Company instead of any cash dividend to which they would otherwise have been entitled.

The DRP allows eligible shareholders to increase their shareholdings in the Company in a simple and cost-effective way. Once a shareholder has elected to participate in the DRP, any cash dividend will be reinvested in ordinary shares in the Company bought on the London Stock Exchange through a specially arranged share dealing service. As the DRP does not require the creation of any new ordinary shares in the Company and therefore does not lead to dilution of the value of the existing ordinary shares in the Company, the directors believe that the DRP is beneficial to the Company's shareholders as a whole.

If you have already joined, or choose to join the DRP, the Final Dividend will be used to buy ordinary shares in the Company. A dealing commission of 0.75% of the value of the ordinary shares purchased will be charged (subject to a minimum of £2.50) and deducted from the amount of the Final Dividend. Stamp duty reserve tax will also be charged at the prevailing rate (currently 0.5% of the total consideration payable for the ordinary shares purchased) and deducted from the amount of the Final Dividend. If you have not already joined the DRP and wish to do so, you may check whether you are eligible by referring to the terms and conditions of the DRP and subsequently apply online at www.investorcentre.co.uk. Alternatively, you may contact the Company's registrar, Computershare Investor Services PLC, on 0370 889 3257 to request the terms and conditions of the DRP and a printed mandate form, which must be returned to them at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ, so as to arrive no later than 5.00 pm on 13 June 2023 if you wish to participate in the DRP in respect of the Final Dividend. If you have already joined the DRP and wish to continue receiving dividends in shares, or if you have not already joined the DRP and wish to continue receiving dividends in cash, you need take no further action.

Information about the timetable in relation to the Final Dividend, the terms and conditions of the DRP (which are incorporated by reference into this letter) and how to join the DRP can also be found in the 'Dividend information' section of the Company's website at www.bunzl.com.

The timetable relating to the payment of the Final Dividend is as follows:

Ordinary shares quoted ex-dividend	18 May 2023
Record date	19 May 2023
Payment date	4 July 2023

Further copies of this letter may be obtained from the Company's registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ, during normal business hours on normal working days from the date of this letter until Monday 24 April 2023.

Yours faithfully

Peter Ventress Chairman

Appendix 1

Notice of Meeting

NOTICE IS HEREBY GIVEN that the eighty-third Annual General Meeting ('AGM') of Bunzl plc (the 'Company' or 'Bunzl') will be held at 60 Victoria Embankment, London, United Kingdom, EC4Y 0JP on Wednesday 26 April 2023 at 11.00 am to consider and, if thought fit, pass the following Resolutions:

Ordinary Resolutions

• 1. To receive and consider the accounts for the year ended 31 December 2022 together with the reports of the directors and auditors.
• 2. To declare a final dividend.
• 3. To re-appoint Peter Ventress as a director.
• 4. To re-appoint Frank van Zanten as a director.
• 5. To re-appoint Richard Howes as a director.
• 6. To re-appoint Vanda Murray as a director.
• 7. To re-appoint Lloyd Pitchford as a director.
• 8. To re-appoint Stephan Nanninga as a director.
• 9. To re-appoint Vin Murria as a director.
• 10. To appoint Pam Kirby as a director.
• 11. To appoint Jacky Simmonds as a director.
• 12. To re-appoint PricewaterhouseCoopers LLP as auditors to hold office from the conclusion of this year's AGM until the conclusion of the next general meeting at which accounts are laid before the Company.
• 13. To authorise the directors, acting through the Audit Committee, to determine the remuneration of the auditors.
• 14. To approve the directors' remuneration report as set out on pages 132 to 155 (inclusive) (excluding the directors' remuneration policy as set out on pages 147 to 155 (inclusive)) of the Annual Report for the year ended 31 December 2022.

15. Authority to allot ordinary shares

THAT the directors of the Company be authorised (pursuant to section 551 of the Companies Act 2006) to allot ordinary shares in the Company and to grant rights to subscribe for or to convert any security into ordinary shares in the Company:

• (a) up to an aggregate nominal amount of £36,180,660, representing one third of the nominal value of the Company's issued share capital as at 9 March 2023 (being the latest practicable date prior to the publication of this Notice of Meeting); and
• (b) up to a further aggregate nominal amount of £36,180,660, representing an additional one third of the nominal value of the Company's issued share capital as at 9 March 2023 (being the latest practicable date prior to the publication of this Notice of Meeting), provided that they are offered by way of a rights issue in favour of ordinary shareholders, subject to such limits, restrictions or arrangements which the directors consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter,

such authority to apply until the end of next year's AGM (or, if earlier, 15 months from the passing of the Resolution) but so that during this period the Company may make offers, and enter into agreements, which would, or might, require ordinary shares to be allotted or rights to subscribe for or to convert securities into ordinary shares to be granted after the authority ends and the directors may allot ordinary shares or grant rights to subscribe for or convert securities into ordinary shares under any such offer or agreement as if the authority had not ended.

Special Resolutions

16. General authority to disapply pre-emption rights

THAT, if Resolution 15 is passed, the directors of the Company be given power to allot equity securities (as defined in section 560(1) of the Companies Act 2006) for cash under the authority given by that Resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such power to be limited:

• (a) to the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (b) of Resolution 15, by way of a rights issue only):
  • (i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
  • (ii) to holders of other equity securities, as required by the rights of those securities, or as the Board otherwise considers necessary,

and so that the directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

(b) to the allotment (otherwise than under paragraph (a) above) of equity securities or sale of treasury shares up to a nominal amount of £5,427,099, representing 5% of the nominal value of the Company's issued share capital as at 9 March 2023,

such power to apply until the end of next year's AGM (or, if earlier, 15 months from the passing of the Resolution) but, in each case, during this period the Company may make any offers, and enter into any agreements, which would, or might, require any equity securities to be allotted (and any treasury shares to be sold) after the power ends and the directors may allot any equity securities (and/or sell any treasury shares) under any such offer or agreement as if the power had not ended.

17. Specific authority to disapply pre-emption rights in connection with an acquisition or specified capital investment

THAT, if Resolution 15 is passed, the directors of the Company be given power, in addition to any power granted under Resolution 16, to allot equity securities (as defined in section 560(1) of the Companies Act 2006) for cash under the authority given by paragraph (a) of Resolution 15 and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such power to be:

• (a) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £5,427,099, representing 5% of the nominal value of the Company's issued share capital as at 9 March 2023; and
• (b) used only for the purposes of financing a transaction which the directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights published by the Pre-Emption Group in 2015 or for the purposes of refinancing such a transaction within six months of its taking place, such power to apply until the end of next year's AGM (or, if earlier, 15 months from the passing of the Resolution), but, in each case, during this period the Company may make any offers, and enter into any agreements, which would, or might, require any equity securities to be allotted (and any treasury shares to be sold) after the power ends and the directors may allot any equity securities (and/or sell any treasury shares) under any such offer or agreement as if the power had not ended.

18. Purchase of own ordinary shares

THAT the Company be authorised, for the purposes of section 701 of the Companies Act 2006, to make one or more market purchases (as defined in section 693(4) of the Companies Act 2006) of its ordinary shares of 32¹⁄ ⁷p each ('Ordinary Shares'), such power to be limited:

• (a) to a maximum number of 33,768,466 Ordinary Shares; and
• (b) by the condition that the minimum price which may be paid for an Ordinary Share is 32¹⁄ ⁷p and the maximum price (exclusive of expenses) which may be paid for an Ordinary Share is the highest of:
  • (i) an amount equal to 5% above the average market value of an Ordinary Share for the five working days immediately preceding the day on which that Ordinary Share is contracted to be purchased; and
  • (ii) the higher of the price of the last independent trade and the highest current independent purchase bid at the time on the trading venue where the purchase is carried out,

such power to apply until the end of next year's AGM (or, if earlier, 15 months from the passing of the Resolution) but so that during this period the Company may enter into any contracts to purchase any Ordinary Shares which will or may be completed or executed wholly or partly after the power ends and the Company may purchase any Ordinary Shares pursuant to any such contract as if the power had not ended.

19. Notice of general meetings

THAT a general meeting other than an AGM may be called on not less than 14 clear days' notice.

By Order of the Board

Suzanne Jefferies

Secretary 9 March 2023

Notes:

• 1. Resolutions 3 to 11 (inclusive) relate to the re-appointment and appointment of directors. In accordance with the UK Corporate Governance Code (the "Code") and the Company's articles of association, each of the directors is standing for re-appointment or appointment at this year's AGM. The directors believe that the Board maintains an effective balance of skills, knowledge and experience and that each non-executive director has a breadth of strategic, management and financial experience and continues to provide independent scrutiny and challenge to the Board. Following a formal evaluation process during 2022, the Company believes that the performance of Peter Ventress, Vanda Murray, Lloyd Pitchford, Stephan Nanninga, Vin Murria and Pam Kirby as non-executive directors and of Frank van Zanten and Richard Howes as executive directors continues to be effective and they continue to demonstrate commitment to their roles. Jacky Simmonds, who is presently Chief People Officer at Experian plc, joined Bunzl as a non-executive director on 1 March 2023. Lloyd Pitchford, another of Bunzl's non-executive directors, is the Chief Financial Officer of Experian plc. The Board is mindful that the Code states that where a non-executive director holds cross-directorships or has significant links with other directors through involvement in other companies or bodies, this is likely to impair, or could appear to impair, a non-executive director's independence. Prior to Jacky Simmonds' appointment to Bunzl, the Nomination Committee and the Board considered whether the appointment would impair the independence of either director. The Committee and the Board were satisfied that there were no business conflicts between the two companies and both directors demonstrate independence of thought and will offer challenge, including of each other's views. Further, the Committee and the Board were satisfied that Jacky Simmonds had sufficient time to discharge her duties to the Board and Committees of Bunzl and that there were no other factors which would impair either director's independence. Accordingly, the Board does not consider that Jacky Simmonds' and Lloyd Pitchford's positions as independent non-executive directors of the Company are adversely impacted by their roles at Experian plc and are satisfied that, notwithstanding these roles, they are to be regarded as independent. Biographical information relating to each of the directors and their individual contributions to the long term sustainable success of the Company appear in Appendix 2 to the Chairman's letter.
• 2. Every holder of ordinary shares is entitled to attend, speak and vote at this year's AGM. However, the Chairman may refuse entry to any person whose demeanour or behaviour may interfere with the orderly conduct of the business of the AGM. A shareholder entitled to attend, speak and vote may appoint a proxy (who need not be a member of the Company) to exercise all or any of their rights to attend, speak and vote on their behalf. A shareholder may appoint more than one proxy in relation to this year's AGM provided that each proxy is appointed to exercise the rights attached to a different ordinary share or shares held by that shareholder. A Form of Proxy is enclosed with this Notice of Meeting for use in connection with this year's AGM. If you do not have a Form of Proxy and believe that you should have one, or if you require additional Forms of Proxy, please contact the Company's registrar, Computershare Investor Services PLC. To be valid, any Form of Proxy together with the power of attorney or other authority (if any) under which it is signed or sealed or a duly certified copy thereof, must reach the Company's registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY no later than 11.00 am on Monday 24 April 2023 (or not less than 48 hours before the time fixed for any adjourned AGM, provided that no account shall be taken of any part of a day that is not a working day). Completion and return of any Form of Proxy, or appointment via CREST, will not preclude a member from attending and voting at this year's AGM. A user of the CREST system (including a CREST Personal Member) may appoint a proxy or proxies by having an appropriate CREST message transmitted to be received by no later than 11.00 am on Monday 24 April 2023 (or not less than 48 hours before the time fixed for any adjourned AGM, provided that no account shall be taken of any part of a day that is not a working day). Alternatively, proxy votes can be submitted via the internet to be received by no later than 11.00 am on Monday 24 April 2023 (or not less than 48 hours before the time fixed for any adjourned AGM, provided that no account shall be taken of any part of a day that is not a working day). Details of how to do this are shown on the enclosed Form of Proxy. In the case of joint holdings, any one holder may sign the Form of Proxy but the names of all joint holders must be stated. The vote of the senior joint holder who tenders a vote whether in person or by proxy will be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority will be determined by the order in which the names stand in the Register of Members in respect of the joint holding.
• 3. Shareholders have the right to request, in accordance with section 360BA of the Companies Act 2006, information to enable them to determine that their vote on a poll was validly recorded and counted. Shareholders who wish to do so should contact the Company's registrar, Computershare Investor Services PLC, on +44 (0370) 889 3257 (lines are open from 8.30 am to 5.30 pm (UK time), Monday to Friday) or by email to webcorres@computershare.co.uk no later than 30 days following the date of this year's AGM.
• 4. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. 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.
• 5. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID 3RA50) by 11.00 am on Monday 24 April 2023 (or not less than 48 hours before the time fixed for any adjourned AGM, provided that no account shall be taken of any part of a day that is not a working day). For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
• 6. CREST members and, where applicable, their CREST sponsors or voting service providers, should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. 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 or 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 this connection, CREST members and, where applicable, their CREST sponsors or voting system provider(s), are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
• 7. 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.
• 8. If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Company's registrar, Computershare Investor Services PLC. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 11.00 am on Monday 24 April 2023 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.
• 9. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
• 10. Any person to whom this Notice of Meeting is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a 'Nominated Person') may, under an agreement between them and the shareholder by whom they were nominated, have a right to be appointed (or to have someone else appointed) as a proxy for this year's AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, they may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
• 11. The statement of the rights of shareholders in relation to the appointment of proxies in paragraph 2 of the Notes to this Notice of Meeting above does not apply to Nominated Persons. The rights described in such paragraph can only be exercised by shareholders.
• 12. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 and section 311 of the Companies Act 2006, the Company specifies that only those shareholders registered in the Register of Members of the Company at 6.00 pm on Monday 24 April 2023 shall be entitled to vote in respect of the number of ordinary shares registered in their name at that time at this year's AGM. If this year's AGM is adjourned, the Company specifies that only shareholders entered on the Company's Register of Members not later than 48 hours before the time fixed for the adjourned AGM shall be entitled to attend, speak or vote at the adjourned AGM provided that no account shall be taken of any part of a day that is not a working day.
• 13. Under section 527 of the Companies Act 2006, members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditors' report and the conduct of the audit) that are to be laid before this year's AGM; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company's auditors not later than the time when it makes the statement available on the website. The business which may be dealt with at this year's AGM includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.
• 14. Information regarding this year's AGM, including information required by section 311A of the Companies Act 2006, can be found in the 'AGM information' section of the Company's website at www.bunzl.com.
• 15. The Company may process the personal data of attendees at the AGM. This may include photos, recordings and audio and video links, as well as other forms of personal data. The Company shall process any such personal data in accordance with its privacy policy, which can be found at www.bunzl.com/site-services/privacy-policy.aspx, as applicable.
• 16. Under section 319A of the Companies Act 2006, the Company must cause to be answered any question relating to the business being dealt with at the AGM put by a member attending the AGM unless: (i) answering the question would interfere unduly with the preparation for the AGM or involve the disclosure of confidential information; (ii) the answer has already been given on a website in the form of an answer to a question; or (iii) it is undesirable in the interests of the Company or the good order of the AGM that the question be answered.
• 17. You may not use any electronic address provided either in this Notice of Meeting or any related documents (including the Chairman's letter and Form of Proxy) to communicate for any purposes other than those expressly stated.
• 18. If any shareholders, duly appointed proxies or duly appointed corporate representatives wish to ask any questions about the business of the AGM, they may do so by following the procedures detailed in the section of the Chairman's Letter headed 'Shareholder engagement'.

Appendix 2

Biographical details of directors

• Committee membership
• 1 Member of the Audit Committee
• 2 Member of the Remuneration Committee
• 3 Member of the Nomination Committee 4 Member of the Board Sustainability Committee
• 5 Independent director

PETER VENTRESS Chairman 3 4

Appointment

Chairman of the Board since April 2020, having been appointed Chairman designate in June 2019. Chair of the Nomination Committee and Board Sustainability Committee.

Experience

He was formerly Chairman of Galliford Try Holdings plc and a non-executive director of Premier Farnell plc, Staples Solutions NV and Softcat plc. He was Chief Executive Officer of Berendsen plc from 2010 to 2016, prior to which he held several senior executive roles, including International President of Staples Inc and Chief Executive Officer of Corporate Express NV, a Dutch quoted company which was subsequently acquired by Staples. Peter is currently Chairman of Howden Joinery Group Plc.

Contribution and reasons for re-election

• Peter has a strong track record both as an executive and non-executive director of a number of international distribution businesses and he brings this valuable knowledge and experience to the Board and its deliberations.
• The Board benefits from his previous experience as Chair and his profound appreciation of corporate governance requirements.

FRANK VAN ZANTEN Chief Executive Officer

Appointment

Chief Executive Officer since April 2016, having been appointed as an executive director in February 2016.

Experience

He joined Bunzl in 1994 when Bunzl acquired his family owned business in the Netherlands and he subsequently assumed responsibility for a number of businesses in other countries. In 2002 he became Chief Executive Officer of PontMeyer NV, a listed company in the Netherlands, before rejoining Bunzl in 2005 as the Managing Director of the Continental Europe business area. He is a member of the Supervisory Board of Koninklijke Ahold Delhaize N.V.

Contribution and reasons for re-election

• Frank has extensive knowledge and experience of our business, which he has gained over many years of commitment to the Company.
• He has an outstanding track record of implementing the Company's long-standing strategy of developing and expanding the Group both organically and by acquisition.

RICHARD HOWES Chief Financial Officer

Appointment

Chief Financial Officer and a member of the Board since January 2020, having been appointed Chief Financial Officer designate in September 2019.

Experience

He qualified as a Chartered Accountant with Ernst & Young before moving to the investment bank Dresdner Kleinwort Benson. During his career he has held a number of senior positions at Geest plc and Bakkavor Group plc, including that of Chief Financial Officer of Bakkavor Group. He was Chief Financial Officer of Coats Group plc between 2012 and 2016 and prior to joining Bunzl was Chief Financial Officer of Inchcape plc. He is currently a non-executive director of Smiths Group plc.

Contribution and reasons for re-election

• Richard brings a wealth of experience across a number of sectors to the Board, having led finance functions at a number of international public companies and having worked for multisite businesses with substantial global footprints.
• He brings broad financial expertise and commercial skills which are invaluable to his role in managing Bunzl's finance, tax, and treasury functions.

VANDA MURRAY OBE Senior Independent Director 1 2 3 4 5

Appointment

Non-executive director since February 2015, Senior Independent Director and Chair of the Remuneration Committee.

Experience

Formerly Chief Executive Officer of Blick plc from 2001 to 2004, she subsequently became UK Managing Director of Ultraframe PLC from 2004 to 2006 and was appointed OBE in 2002 for Services to Industry and Export. She is currently Chair of Marshalls plc.

Contribution and reasons for re-election

• Vanda brings over 20 years of senior management experience across a range of industrial, manufacturing and support services sectors in Europe, the US and Asia to the Board.
• The Board benefits from her experience as a Chief Executive Officer and Chair which make her well suited to the role of Senior Independent Director and Chair of the Remuneration Committee.

LLOYD PITCHFORD Non-executive director 1 2 3 4 5

Appointment

Non-executive director since March 2017 and Chair of the Audit Committee.

Experience

Having previously held a number of senior finance positions with BG Group plc, latterly as Group Financial Controller, he subsequently joined Intertek Group plc, where he was Chief Financial Officer from 2010 to 2014. He is presently Chief Financial Officer of Experian plc.

Contribution and reasons for re-election

• Lloyd has extensive financial experience gained from his roles in listed companies, including his current role as Chief Financial Officer of Experian plc.
• His significant financial expertise has contributed greatly to the Board's and the Committees' discussions and make him well suited to the role of Chair of the Audit Committee.

STEPHAN NANNINGA Non-executive director 1 2 3 4 5

Appointment

Non-executive director since May 2017.

Experience

After holding a number of positions with Sonepar and Royal Dutch Shell, he subsequently became Managing Director, Distribution Europe of CRH plc in 1999. He then joined the Board of SHV Holdings NV in 2007, where he was initially responsible for the Makro and Dyas businesses, before becoming Chief Executive in 2014, a position he held until 2016. He is a member of the Supervisory Boards of CM.com and Cabka N.V and a non-executive director of IMCD N.V.

Contribution and reasons for re-election

• Stephan brings extensive international experience to the Board, which he has gained across a range of businesses operating in the distribution and service sectors.
• He has solid executive experience which informs his contributions to the Remuneration, Audit and Nomination Committees of the Board.

VIN MURRIA OBE

Non-executive director 1 2 3 4 5

Appointment

Non-executive director since June 2020.

Experience

Formerly Chief Executive Officer of Computer Software Group plc from 2002 until 2007, she subsequently founded and was Chief Executive Officer of Advanced Computer Software Group plc from 2008 until 2015. She was appointed OBE in 2018 for services to the digital economy. She is Chair of AdvancedAdvT Limited and a non-executive director of Softcat plc.

Contribution and reasons for re-election

• Vin brings more than 25 years of experience working in the digital and technology sectors to the Board and these skills have benefitted the Board as the Company has expanded and developed its digital and technological capabilities throughout 2022.
• Vin has considerable experience developing highly successful growth strategies.

PAM KIRBY

Non-executive director 1 2 3 4 5

Appointment

Non-executive director since August 2022.

Experience

Formerly Chief Executive Officer of Quintiles Transnational Corporation, having previously held senior executive positions at AstraZeneca PLC and F. Hoffmann-La Roche Ltd. She was also previously a non-executive director of DCC plc, Hikma Pharmaceuticals PLC and Senior Independent Director of Victrex plc. She is presently a non-executive director of Reckitt Benckiser Group PLC and a member of the Supervisory Board of AkzoNobel N.V.

Contribution and reasons for election

• Pam has significant knowledge and experience in global businesses, having worked in several international roles for over 30 years.
• Through her executive and non-executive roles, she brings a wealth of international distribution, strategic and UK listed company experience to the Board.

JACKY SIMMONDS

Non-executive director 1 2 3 4 5

Appointment

Non-executive director since March 2023.

Experience

Formerly Chief People Officer of VEON Ltd., a global connectivity and digital services provider listed on the Nasdaq and Euronext. Prior to this, she held the role of Group People Director at easyJet plc and TUI Travel Group and was a member of the companies' Executive Committees. She was also previously a non-executive director of Ferguson plc. She is presently Chief People Officer of Experian plc.

Contribution and reasons for election

• Jacky brings significant knowledge and experience in human capital management to the Board, including employee engagement, transformational change, board and leadership succession planning, employee relations and talent management.
• Her international and listed company experience, coupled with her extensive HR expertise, have strengthened the capabilities and diversity of the Board and its Committees.

Appendix 3

Authority for Bunzl plc (the 'Company') to purchase its own ordinary shares

Details of proposals

Authority is sought for the Company to purchase up to 10% of its issued ordinary shares, renewing the authority granted by shareholders at last year's Annual General Meeting ('AGM'). Ordinary shares purchased by the Company pursuant to this authority may be held in treasury or may be cancelled. The directors will consider holding any ordinary shares the Company may purchase as treasury shares. This would give the Company the ability to re-issue treasury shares quickly and cost-effectively and would provide the Company with additional flexibility in the management of its capital base. The Company does not currently hold any shares in treasury.

The directors have no present intention of exercising the authority to make market purchases. However the authority provides the flexibility to allow them to do so in the future. The directors will exercise this authority only when to do so would be in the best interests of the Company, and of its shareholders generally, and could be expected to result in an increase in the earnings per share of the Company.

The minimum price, exclusive of expenses, which may be paid for an ordinary share is 32¹⁄ ⁷ p. The maximum price, exclusive of expenses, which may be paid for an ordinary share is the highest of: (i) an amount equal to 5% above the average market value of an ordinary share for the five working days immediately preceding the date of the purchase; and (ii) the higher of the price of the last independent trade and the highest current independent purchase bid at the time on the trading venue where the purchase is carried out.

The number of options to subscribe for ordinary shares outstanding at 9 March 2023, being the latest practicable date prior to the date of the Chairman's letter, was 1,125,231, representing 0.3% of the Company's issued share capital as at that date. If the existing authority given at last year's AGM and the authority now being sought by Resolution 18 were to be fully used, these outstanding options would represent 0.4% of the Company's issued share capital.

This authority will apply until the end of next year's AGM (or, if earlier, 15 months from the passing of the Resolution).

UK taxation consequences

The main taxation consequences under current UK legislation in force on 9 March 2023 of a purchase of ordinary shares taking place on or after 6 April 2023 pursuant to the proposed authority would be broadly as follows:

• (a) for the Company: for corporation tax purposes the Company would be treated as having made a distribution broadly to the extent that the amount paid for the ordinary shares purchased exceeds the price received by the Company when such shares were originally issued. The Company will generally be obliged to pay stamp duty at the rate of 0.5% (rounded up to the nearest £5) of the price paid by it for the ordinary shares; and
• (b) for a shareholder selling in the market: on the basis that all purchases by the Company will be made through the London Stock Exchange Electronic Trading System and that a dealer will act as principal in the purchase of ordinary shares from a shareholder, the sale to the dealer of all or part of a shareholder's holding of ordinary shares ultimately acquired by the Company should generally be treated as a normal market sale. If the ordinary shares are held by the shareholder as a capital asset, the sale to the dealer by the shareholder will generally constitute a disposal for the purposes of tax on capital or chargeable gains (and will not constitute an income distribution) and a chargeable gain or an allowable loss may arise in the hands of the shareholder.