Premier Foods PLC

AGM Information • Jul 18, 2018

Incorporated in England & Wales, number 05160050

Registrable resolutions passed at the Annual General Meeting 2018

The following special business, was duly passed by the requisite majority at the Annual General Meeting of Premier Foods plc (the "Company") held on Wednesday 18 July 2018 at the offices of Gowling WLG (UK) LLP, 4 More London Riverside, London SE1 2AU.

Resolution 13 (Ordinary Resolution) Authority to make political donations

That, in accordance with sections 366 and 367 of the Companies Act 2006 the Company and all companies which, at any time during the period for which this resolution has effect, are subsidiaries of the Company, be and are hereby authorised, in aggregate, to:

(i) make political donations to political organisations other than political parties not exceeding £50,000 in total; and

(ii) incur political expenditure not exceeding £50,000 in total, (as such terms are defined in sections 363 to 365 of the Companies Act 2006) during the period commencing on the date of this resolution and ending at the conclusion of the 2019 AGM or 18 October 2019, whichever is sooner, provided that the aggregate amount of any such donations and expenditure shall not exceed £50,000.

Resolution 14 (Ordinary Resolution) Authority to allot shares

That the directors be and are hereby generally and unconditionally authorised to exercise all 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 (in accordance with section 551 of the Companies Act 2006):

• a) up to an aggregate nominal amount of £28,026,376 (such amount to be reduced by the nominal amount allotted or granted under paragraph (b) below in excess of such sum); and
• b) comprising equity securities (as defined in section 560(1) of the Companies Act 2006) up to an aggregate nominal amount of £56,052,752 (such amount to be reduced by any allotments or grants made under paragraph (a) above) in connection with an offer by way of a rights issue:
• $\mathbf{i}$ . to ordinary shareholders in proportion (as nearly as practicable) to their existing holdings; and
• ïi. to holders of any other class of equity securities as required by the rights of those securities or as the directors otherwise consider necessary,

and so that the Board may impose any limits or restrictions or make any other arrangements as it may deem necessary or appropriate in relation to treasury shares. fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory or by virtue of shares being represented by depository receipts or any other matter, such authorities to apply until the conclusion of the 2019

AGM or 18 October 2019, whichever is sooner, but, in each case, during this period the Company may make offers or enter into agreements that would or might require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the directors may allot shares or grant rights to subscribe for or convert securities into shares in pursuance of any such offer or agreement as if the authority conferred hereby had not ended.

Simon Wilbraham Company Secretary

18 July 2018