Premier Foods PLC

AGM Information • Jun 17, 2019

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to what action to take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other appropriate independent professional adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if you reside elsewhere, another appropriately authorised financial adviser. If you sell or transfer, or have sold or transferred, all of your shares in Premier Foods plc, please send this document and the accompanying form of proxy as soon as possible to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

PREMIER FOODS PLC

(Incorporated in England and Wales with registered number 5160050)

NOTICE OF ANNUAL GENERAL MEETING 2019

11.00 am on Wednesday 17 July 2019

Your attention is drawn to the letter from the Chairman of Premier Foods plc (the "Company") set out on pages 2 and 3 of this document, which recommends voting in favour of the resolutions to be proposed at the 2019 Annual General Meeting referred to below.

Notice of the Annual General Meeting of the Company to be held at 11.00 am on Wednesday 17 July 2019 at the offices of Gowling WLG (UK) LLP, 4 More London Riverside, London SE1 2AU is set out on pages 4 and 5 of this document and a map showing the location of the venue is provided below.

Shareholders will find enclosed with this document a form of proxy for use at the Annual General Meeting. Whether or not you intend to be present at that meeting, you are asked to complete the enclosed form of proxy and return it to Equiniti, Aspect House, Spencer Road, Lancing BN99 6DA so as to arrive no later than 11.00 am on Monday 15 July 2019

The completion and return of a form of proxy will not prevent you from attending the Annual General Meeting and voting in person should you wish to do so.

26465 12 June 2019 1:49 pm proof 5

Premier Foods AGM 2019.indd 1 12/06/2019 13:49:28

Premier Foods plc

Premier House Centrium Business Park Griffiths Way St Albans Hertfordshire AL1 2RE

Dear Shareholder,

Annual General Meeting ("AGM")

This year's AGM will be held at 11.00 am on Wednesday 17 July 2019 at the offices of Gowling WLG (UK) LLP, 4 More London Riverside, London, SE1 2AU. Set out in this document is an explanation of the business to be considered at this year's AGM, the Notice of Meeting ("Notice") and explanatory notes.

Voting

There are three ways you can vote on the resolutions proposed at the AGM:

• 1. appoint a proxy to attend and vote on your behalf by logging on to www.sharevote.co.uk. (To use this service you will need your Voting ID, Task ID and Shareholder Reference Number printed on the accompanying form of proxy);
• 1. appoint a proxy to attend and vote on your behalf, using the form of proxy accompanying the Notice or (for shares held through CREST) via the CREST proxy voting system; or
• 1. attend and vote at the AGM.

The accompanying form of proxy invites you to vote in one of three ways for each resolution: for, against or vote withheld. At the AGM itself, the votes will be taken by poll rather than on a show of hands. This approach has been chosen as the outcome is more democratic given that the votes of shareholders who have lodged proxies are added to the votes of shareholders present at the AGM. The results will be published on our website (www.premierfoods.co.uk) following the AGM and will be released to the London Stock Exchange. Further details are available in the notes section of this Notice on pages 6 and 7.

Types of resolutions

Resolutions 1 to 13 are proposed as ordinary resolutions and resolutions 14 to 16 are proposed as special resolutions. For each ordinary resolution to be passed, more than half of the votes cast must be in favour of the resolution and for each special resolution to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

Resolution 1: To receive the 2018/19 annual report

The Board asks that shareholders receive the directors' and auditor's reports and the accounts for the 52 week period ended 30 March 2019 ("2018/19 annual report").

Resolution 2: Approval of the Directors' Remuneration Report

The directors are required to prepare the Directors' Remuneration Report, comprising an annual report detailing the remuneration of the directors and a statement on behalf of the Remuneration Committee. The Company is required to seek shareholders' approval in respect of the contents of this report on an annual basis (excluding the part containing the Directors' Remuneration Policy). The vote is an advisory one.

The Directors' Remuneration Policy was approved by shareholders (98.82% of votes cast being in favour) at the AGM on 20 July 2017 and became effective from that date. No changes to the policy are proposed at the 2019 AGM and a summary of the policy is included in the 2018/19 annual report for information only.

Resolutions 3 to 9: Election of directors

The UK Corporate Governance Code recommends that all directors stand for annual election, therefore all directors will seek (re-)election at this year's AGM. Biographical details of the directors are given in Appendix 1 to this Notice.

The directors believe that the Board continues to maintain an appropriate balance of knowledge and skills. This follows an assessment by the Nomination Committee which confirmed that each director makes an effective and valuable contribution to the Board and demonstrates commitment to the role (including making sufficient time available for Board and committee meetings and other duties as required).

The Board considers that Pam Powell, Richard Hodgson and Simon Bentley are independent non-executive directors. Shinji Honda, Daniel Wosner and Orkun Kilic were appointed as representative directors under the terms of the relationship agreements between the Company and our three largest shareholders, Nissin Foods Holdings Co., Ltd ("Nissin"), Oasis Management Company Ltd ("Oasis") and Paulson & Co. Inc. ("Paulson"), respectively. While fully independent of management, they are not considered independent under the Code.

Resolutions 10 and 11: Reappointment and remuneration of auditor

On the recommendation of the Audit Committee, the Board proposes in resolution 10 that KPMG be reappointed as auditor of the Company. KPMG have indicated their willingness to continue to act as the Company's auditor. Resolution 11 proposes that, following normal practice, the Audit Committee be authorised to set the auditor's remuneration.

Resolution 12: Authority to make political donations

Part 14 of the Companies Act 2006 prohibits companies from making political donations exceeding £5,000 in aggregate in any 12 month period to (i) political parties, (ii) other political organisations and (iii) independent election candidates and from incurring political expenditure without shareholders' consent. However, the legal definitions used in the Companies Act 2006 are very broadly drafted. As a result they may catch normal business activities such as funding seminars and other functions to which politicians are invited, supporting certain bodies involved in policy review and law reform and matching employees' donations to certain charities.

Accordingly, the Board has decided to seek shareholder authority on a precautionary basis only, to ensure that the Company's normal business activities are within the Companies Act 2006, allowing the Company and its

26465 12 June 2019 1:49 pm proof 5

Premier Foods AGM 2019.indd 2 12/06/2019 13:49:28

subsidiaries to make donations and incur expenditure which may be deemed to fall within this legislation capped at £50,000 per annum.

It remains the Company's policy not to make political donations or incur political expenditure within the ordinary meaning of those words, and the directors do not intend to use the authority for that purpose. In line with best practice guidelines published by the Investment Association ("IA"), this resolution is put to shareholders annually rather than every four years as required by the Companies Act 2006.

Resolution 13: Authority to allot shares

Under the Companies Act 2006, the directors may allot shares and grant rights to subscribe for or convert any securities into shares if authorised to do so in a general meeting.

The authority being renewed will permit the directors to:

• a) allot ordinary shares or grant rights to subscribe for or convert any securities into ordinary shares of the Company up to an aggregate nominal amount equal to £28,191,395 (representing 281,913,950 ordinary shares). This amount represents approximately one-third of the issued ordinary share capital of the Company as at the date of this Notice; and
• b) in line with guidance issued by the IA, allot ordinary shares or grant rights to subscribe for or convert any securities into ordinary shares in the Company in connection with a rights issue, up to an aggregate nominal amount of £56,382,791 (representing 563,827,910 ordinary shares), as reduced by the nominal amount of any shares issued under paragraph (a) of this resolution. This amount (before any reduction) represents approximately two-thirds of the Company's issued ordinary share capital as at the date of this Notice.

The directors have no present intention to exercise either of the authorities sought under this resolution, but the Board wishes to ensure that the Company has maximum flexibility in managing its capital resources. Should the directors decide to exercise the authorities, they intend to follow IA recommendations concerning their use (including as regards the directors standing for re-election in certain cases). As at the date of this Notice no shares are held by the Company in treasury.

Resolution 14: Disapplication of pre-emption rights

Conditional on the passing of resolution 13, resolution 14 will be proposed in which the Board is seeking authority to allot ordinary shares (or sell any ordinary shares which the Company elects to hold in treasury) for cash without first offering them to the existing shareholders in proportion to their existing shareholdings. This right of shareholders is commonly known as a pre-emption right.

In light of the IA guidelines described in relation to resolution 13 above, this authority will be limited to allotments or sales in connection with pre-emptive offers and offers to holders of other equity securities if required by the rights of those shares or as the Board otherwise considers necessary, or otherwise up to a maximum nominal value of £4,228,709 (representing 42,287,090 ordinary shares). This amount represents approximately 5% of the issued share capital of the Company as at the date of this Notice.

In respect of this aggregate nominal amount, the directors also confirm their intention to follow the provisions of the Pre-Emption Group's Statement of Principles (the "Principles") regarding cumulative usage of any authorities granted pursuant to substantially the same terms as the authority sought under resolution 14 within a rolling 3-year period where the Principles provide that usage in excess of 7.5% should not take place without prior consultation with shareholders.

Resolution 15: Disapplication of pre-emption rights for an acquisition or a specified capital investment.

Conditional on the passing of resolution 13, resolution 15 will be proposed in which the Board is seeking, in addition to the authority granted under resolution 14, authority to allot ordinary shares (or sell any ordinary shares which the Company elects to hold in treasury) up to an amount representing approximately 5% of the issued share capital of the Company for cash, without first offering them to the existing shareholders in proportion to their existing shareholdings, in connection with an acquisition or a specified capital investment (within the meaning of the Principles).

The Board confirms that it will only allot shares pursuant to the authority referred to in resolution 15, where that allotment is in connection with an acquisition or specified capital investment, which is announced contemporaneously with the allotment, or which has taken place in the preceding six-month period and is disclosed in the announcement of the allotment.

The authorities sought under Resolutions 12 to 15 will expire on the conclusion of the 2020 AGM or at close of business on 17 October 2020, whichever is sooner.

Resolution 16: Notice period for general meetings

Under the Companies Act 2006 the notice period for general meetings is 21 clear days, unless shareholders approve a shorter notice period, which cannot, however, be less than 14 clear days. AGMs will continue to be held on at least 21 clear days' notice. The Board is proposing resolution 16 to allow the Company to be able to call general meetings (other than AGMs) on 14 clear days' notice. 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.

Recommendation

Your Board considers that the resolutions proposed are in the best interests of the Company and its shareholders as a whole. Accordingly, the directors unanimously recommend that shareholders vote in favour of all resolutions, as they intend to do in respect of their own shareholdings.

Keith Hamill

Chairman

26465 12 June 2019 1:49 pm proof 5

Premier Foods AGM 2019.indd 3 12/06/2019 13:49:28

NOTICE OF 2019 ANNUAL GENERAL MEETING

Premier Foods plc

Notice is hereby given that the Annual General Meeting ("AGM") of Premier Foods plc (the "Company") will be held at 11.00 am on Wednesday 17 July 2019 at the offices of Gowling WLG (UK) LLP, 4 More London Riverside, London, SE1 2AU to transact the following business:

To propose and, if thought fit, to pass resolutions 1 to 13 (inclusive) as ordinary resolutions and resolutions 14 to 16 (inclusive) as special resolutions, as set out below.

Resolution 1. That the directors' and auditor's reports, and the audited accounts of the Company for the 52 week period ended 30 March 2019 ("2018/19 annual report") be received.

Resolution 2. That the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy) for the 52 week period ended 30 March 2019, as set out on pages 44 to 61 of the 2018/19 annual report, be approved.

That the following be elected:

Resolution 3. Simon Bentley as a director.

Resolution 4. Orkun Kilic as a director.

Resolution 5. Daniel Wosner as a director.

That the following directors who are seeking re-election on an annual basis in accordance with the UK Corporate Governance Code be re-elected:

Resolution 6. Richard Hodgson as a director.

Resolution 7. Shinji Honda as a director.

Resolution 8. Alastair Murray as a director.

Resolution 9. Pam Powell as a director.

Resolution 10. That KPMG LLP be reappointed as auditor of the Company to hold office until the conclusion of the next general meeting at which accounts are laid.

Resolution 11. That the Audit Committee be authorised to determine the remuneration of the auditor on behalf of the Board.

Authority to make political donations

Resolution 12. 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:

• a) make political donations to political organisations other than political parties not exceeding £50,000 in total; and
• b) 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 2020 AGM or close of business on 17 October 2020, whichever is sooner, provided that the aggregate amount of any such donations and expenditure shall not exceed £50,000.

Authority to allot shares

Resolution 13. 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 £28,191,395 (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 £56,382,791 (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:
  • i. to ordinary shareholders in proportion (as nearly as practicable) to their existing holdings; and
  • ii. 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 2020 AGM or close of business on 17 October 2020, 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.

Disapplication of pre-emption rights

Resolution 14. That, if resolution 13 is passed, the directors be given power to allot equity securities (as defined in 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 powers to be limited:

• a) to the allotment of equity securities or the sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (in the case of the authority sought under resolution 13 (b), by way of a rights issue only):
  • i. to ordinary shareholders, in proportion (as nearly as practicable) to their existing holdings; and
  • ii. to holders of any other class of equity securities, as required by the rights of those securities or as the directors otherwise consider necessary,

26465 12 June 2019 1:49 pm proof 5

Premier Foods AGM 2019.indd 4 12/06/2019 13:49:29

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; and

b) in the case of the authority granted under resolution 13 (a), and/or in the case of any sale of treasury shares for cash, to the allotment (otherwise than under paragraph (a) above) of equity securities or sale of treasury shares up to an aggregate nominal amount of £4,228,709,

such power to apply until the conclusion of the 2020 AGM or close of business on 17 October 2020, whichever is sooner, but in each case, during this period, the Company may make offers or enter into agreements that would or might require equity securities to be allotted (and treasury shares to be sold) after the power ends and the directors may allot equity securities (and sell treasury shares) in pursuance of that offer or agreement as if the power conferred hereby had not ended.

Disapplication of pre-emption rights for an acquisition or a specified capital investment

Resolution 15. That, if resolution 13 is passed, the directors be given power, in addition to the authority granted under resolution 14, to allot equity securities (as defined in 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 powers to be limited:

• a) to the allotment of equity securities or sale of treasury shares for cash up to an aggregate nominal amount of £4,228,709; and
• b) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the directors of the Company determine to be an acquisition or specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such power to apply until the conclusion of the 2020 AGM or close of business on 17 October 2020, whichever is sooner, but in each case, during this period, the Company may make offers or enter into agreements that would or might require equity securities to be allotted (and treasury shares to be sold) after the power ends and the directors may allot equity securities (and sell treasury shares) in pursuance of that offer or agreement as if the power conferred hereby had not ended.

Notice period for general meetings

Resolution 16. That a general meeting other than an AGM may be called on not less than 14 clear days' notice.

By order of the Board.

Simon Rose

General Counsel & Company Secretary

17 June 2019

26465 12 June 2019 1:49 pm proof 5

Premier Foods AGM 2019.indd 5 12/06/2019 13:49:29

Registered Office: Premier House, Centrium Business Park, Griffiths Way, St Albans, Hertfordshire, AL1 2RE

Registered in England and Wales No. 5160050.

Notes:

1. Attendance and voting

Please bring with you the accompanying Admission Card. It will facilitate your right to attend, speak and vote, and will speed your admission. Please keep it until the end of the meeting. The meeting will commence at 11.00 am and is expected to end at around 12.00 noon. Light refreshments will be available from 10.30 am.

Pursuant to DTR 6.1.12 R (2) of the Disclosure and Transparency Rules as at the date of this Notice, the Company had in issue 845,741,879 ordinary shares carrying one vote each. Therefore, the total voting rights in the Company as at the date of this Notice are 845,741,879.

Pursuant to Regulation 41(1) of the Uncertificated Securities Regulations 2001 (S.I. 2001/3755), the Company specifies that only those shareholders who are registered on the Company's share register (the "Register") at 6.30 pm on Monday 15 July 2019 (the "Specified Time") shall be entitled to attend or vote at the AGM in respect of the ordinary shares in the capital of the Company registered in their names at that time. Changes to entries on the Register for certified and uncertified shares of the Company after the Specified Time shall be disregarded in determining the rights of any person to attend or vote at the meeting. Should the AGM be adjourned to a time not more than 48 hours after the Specified Time, that time will also apply for the purpose of determining the entitlement of members to attend and vote (and for the purpose of determining the number of votes they may cast) at the adjourned AGM. Should the AGM be adjourned for a longer period, to be so entitled, members must have been entered on the Register by 6.30 pm two days prior to the adjourned AGM or, if the Company gives notice of the adjourned AGM, at the time specified in such notice.

2. Corporate Representatives

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 (as amended by the Companies (Shareholders' Rights) Regulations 2009), 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 they do not do so in relation to the same shares. It is therefore no longer necessary to nominate a designated corporate representative.

3. Proxies

Members are entitled to appoint a proxy to exercise all or any of their rights to attend, speak and vote on their behalf at the meeting, using the form of proxy accompanying this Notice, via the electronic proxy voting system or (for shares held through CREST) via the CREST proxy voting system.

Whether or not you intend to attend the AGM, you are requested to complete the enclosed form of proxy and return it to the Company's registrar, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, at the following address: Equiniti, Aspect House, Spencer Road, Lancing, BN99 6DA as soon as possible and in any event so as to be received no later than 11.00 am on Monday 15 July 2019 or, in the event that the meeting

is adjourned, not less than 48 hours before the time for holding any adjourned meeting. Any form of proxy received after this time will be void.

The completion and submission of a form of proxy, electronic proxy instructions or CREST proxy instruction (as described below in note 5) will not prevent you from attending the AGM and voting in person if you so wish.

If you do not wish, or are unable, to attend, you may appoint either the Chairman of the meeting or one or more persons of your choice to exercise all or any of your rights to attend and to speak and vote at the meeting. That person is known as a "proxy". You are advised to use the enclosed form of proxy to appoint a proxy.

You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, additional proxy forms may be obtained by contacting the registrar, Equiniti, on their helpline 0371 384 2030 (or +44 121 415 7047 if calling from outside the UK). Lines are open 8.30 am to 5.30 pm Monday to Friday (excluding public holidays in England and Wales) or you may photocopy the form of proxy enclosed with this Notice.

A proxy need not be a shareholder of the Company and can be either an individual or a body corporate. At the meeting, the proxy can act for the member he or she represents. The proxy is valid for any adjournment of the meeting. A proxy may vote on any other business, which may properly come before the meeting, as that person thinks fit. If a proxy is not directed how to vote on an item of business, the proxy may vote, or abstain from voting, as they see fit. The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed and the appointment does not specify the proportion or number of the shareholder's votes, each proxy may exercise the number of votes proportionate to the number of proxies appointed.

A vote withheld is not a vote in law. If a proxy is instructed to abstain from voting on an item, that person is directed not to vote on the shareholder's behalf on the poll and the shares which are the subject of the proxy appointment will not be counted in computing the required majority.

Please mark the appropriate box alongside the resolution on the form of proxy to indicate whether you wish your votes to be cast "for", "against" or "withheld". Unless you give specific instructions on how to vote on the resolution, your proxy will be able, at his or her discretion, either to vote "for", "against" or "withheld" in relation to any matter which is put before the AGM.

Shareholders who return their form of proxy with a direction on how to vote but do not nominate the identity of their proxy will be taken to have appointed the Chairman of the meeting as their proxy to vote on their behalf. If a form of proxy is returned but the nominated proxy does not attend the meeting, the Chairman of the meeting will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the Chairman of the meeting, the Secretary or any other director which do not contain a direction how to vote will be used where

26465 12 June 2019 1:49 pm proof 5

Premier Foods AGM 2019.indd 6 12/06/2019 13:49:29

possible to support the resolutions proposed in this Notice.

Before posting the form of proxy to the registrar, please check that you have signed it. In the case of joint holders, any of you may sign it. Where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's Register in respect of the joint holding (the first-named being the most senior).

4. Voting by poll

Voting on all resolutions 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 to be 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: www.premierfoods.co.uk.

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 at which accounts and reports were laid in accordance with section 437 of the Companies Act 2006, which members propose to raise at the meeting. 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. Any statement placed on the website must also be sent to the Company's auditors 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 pursuant to this right.

Any member attending the meeting has the right to ask questions. Pursuant to section 319A of the Companies Act 2006, the Company must cause to be answered at the AGM any question relating to the business being dealt with at the AGM which is put by a member attending the meeting, but no answer need be given if to do so would interfere unduly with the preparation of the meeting or involve the disclosure of confidential information, if the answer has already been given on a website in the form of an answer to a question or if it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

In accordance with section 311A of the Companies Act 2006, the contents of this Notice, details of the total number of shares in respect of which members are entitled to exercise voting rights at the AGM, the total voting rights members are entitled to exercise at the AGM 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.premierfoods.co.uk.

5. CREST

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by following the procedures described in the CREST Manual (available at 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 or instruction 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 & Ireland Limited ("EUI") specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or 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 Equiniti (CREST participant RA19) by the latest time(s) for receipt of proxy appointments specified in the Notice. 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 Equiniti 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.

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 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 service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

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.

6. Information rights

A person to whom this Notice 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 him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right, or does not wish to exercise it, he/she may, under any such

agreement, have a right to give instructions to the shareholder as to the exercise of voting rights. The statements of the rights of members in relation to the appointment of proxies above do not apply to a Nominated Person. The rights described in these paragraphs can only be exercised by registered members of the Company.

7. Documents available at the meeting

Copies of the executive director's service contract and the non-executive directors' letters of appointment will be available for inspection at the registered office of the Company during normal business hours on any weekday (Saturdays, Sundays and English public holidays excepted) until the close of the AGM, and at the place of the AGM for at least 15 minutes prior to and during the AGM.

8. Electronic communications

Any website or electronic address (within the meaning of section 333(4) of the Companies Act 2006) provided either in this Notice or in any related documents (including the Chairman's letter and the form of proxy) may not be used to communicate with the Company for any purposes other than those expressly stated.

APPENDIX 1

BIOGRAPHIES OF DIRECTORS SEEKING (RE-)ELECTION

Alastair Murray – Acting CEO & Chief Financial Officer

Appointed to the Board: Appointed as Chief Financial Officer in September 2013 and additionally appointed Acting Chief Executive Officer in February 2019, on a temporary basis, while the Board undertakes a search process to appoint a permanent Chief Executive Officer.

Skills and experience: Prior to joining Premier Foods, Alastair spent 10 years at Dairy Crest Group plc as Group Finance Director, where he helped lead a significant restructuring to simplify the business, creatively addressing its pension deficit and reinforcing its position as an industry leader. Previously he was the Group Finance Director at The Body Shop International plc. Earlier in his career, Alastair was a Divisional Finance Director at Dalgety plc and spent 13 years in various finance and operations roles at Unilever plc. He is a Fellow of the Chartered Institute of Management Accountants.

Contribution and reasons for re-election Alastair is a highly respected Chief Financial Officer with over 30 years' experience gained in a range of listed FMCG companies. As highlighted above, Alastair has been appointed as Acting CEO on an interim basis. In this role he is responsible for the day-today management of the Group working in conjunction with the other members of the Executive Leadership Team to ensure the delivery of the Group's strategy. Alastair has a detailed understanding of the business and its key stakeholders including shareholders, bondholders, banks and pension trustees and provides an important element of continuity within both the Board and senior management.

Simon Bentley – Non-executive director Appointed to the Board: February 2019.

Skills and experience: Simon is Executive Chairman of UK mobile cash operator Cash on the Move. Simon has over 30 years' experience in finance and retail, having previously served as Chairman and Chief Executive of Blacks Leisure Group plc, Acting Chairman/Senior Independent Director of Sports Direct International plc, Chairman of Umberto Giannini, and Deputy Chairman of Mishcon de Reya. Earlier in his career Simon spent 10 years with accountancy firm Landau Morley, latterly as a Senior Partner. He is a qualified Chartered Accountant.

Committee membership: Simon is Chair of the Audit Committee and a member of the Remuneration Committee and Nomination Committee.

Contribution and reasons for re-election Simon is Chair of the Audit Committee, which is responsible for ensuring the effectiveness of the Group's financial reporting systems, internal controls and risks. The Committee also keeps under review the relationship with the external auditor. He began his career in accountancy, where he developed experience in corporate finance, audit and taxation. He also has extensive commercial and strategic experience, gained from senior roles in a range of industries, including retail and finance.

26465 12 June 2019 1:49 pm proof 5

Premier Foods AGM 2019.indd 7 12/06/2019 13:49:29

Richard Hodgson – Senior Independent Director

Appointed to the Board: January 2015.

Skills and experience: Richard is Chief Executive Officer of Yo!Sushi and has over 20 years of experience in the food industry. He was previously Chief Executive Officer at Pizza Express, a role he held for four years until May 2017. In 2010 he was appointed Commercial Director at Morrisons, a newly created role, combining Trading and Marketing. Richard joined Waitrose in 2006 as Commercial Director, and prior to that spent 10 years at Asda holding a number of senior roles culminating in his appointment as Marketing & Own Brand Director.

Committee membership: Richard is Senior Independent Director and a member of the Audit Committee, Remuneration Committee and Nomination Committee.

Contribution and reasons for re-election As Senior Independent Director, Richard

provides a sounding board for the Chairman and is an intermediary for the other directors when necessary. He is available as an alternative point of contact for investors. Richard has a long career spent in the food retail industry in senior positions held with some of the Group's key customers. During this time, he was responsible for introducing a number of major strategic initiatives to deliver growth. He brings an in-depth knowledge of retail customers which is important to the Board when considering commercial relationships and opportunities. Richard is currently CEO of Yo!Sushi, which provides him with a wider perspective of strategic matters and stakeholder engagement.

Shinji Honda – Non-executive director

Appointed to the Board: March 2018.

Skills and experience: Shinji is Managing Executive Officer and Chief Strategy Officer of Nissin Foods Holdings Co., Ltd ("Nissin"), with responsibility for Nissin's long-term growth strategy and overseas operations, including Europe. Prior to joining Nissin, in January 2018, Shinji spent his entire professional career at Takeda Pharmaceutical Company Limited ("Takeda"), a leading Japanese pharmaceutical company. He was named Member of the Board of Takeda in June 2013 and Senior Managing Director and Corporate Strategy Officer in October 2014, having previously had responsibility for creating the company's longterm growth strategy and overseeing Takeda's international operations, including the role of President and CEO of Takeda North America.

Contribution and reasons for re-election

Shinji represents Nissin, who is our largest shareholder. Prior to joining Nissin, Shinji spent his entire career with Takeda, where he gained significant experience of running international operations and was latterly responsible for corporate strategy. Nissin is one of the Group's key strategic partners and Shinji provides an important link in managing this relationship and assisting in developing business opportunities for the Group's brands, the distribution of Nissin's branded products in the UK and expanding our partnership in international markets.

Daniel Wosner – Non-executive director

Appointed to the Board: February 2019 (having previously served as a non-executive director from March 2017 to March 2018).

Skills and experience: Daniel is Managing Director & Head of Europe at Oasis Management Company Ltd ("Oasis"). He joined Oasis in 2016, where he is also a member of the firm's Strategies Group and Corporate Governance Group. As Head of Europe, Daniel oversees the firm's UK and Continental European investments. Prior to joining Oasis, Daniel served as Head of the Asia Pacific Equity Syndicate team at Barclays in Hong Kong, and, before that, he worked with Barclays and Lehman Brothers based in London. Daniel, a UK national, received a Bachelor of Arts in Politics from Leeds University.

Contribution and reasons for re-election Daniel represents Oasis, who are one of our largest shareholders. Following senior roles in finance and investment banking, he is now responsible for Oasis' UK and European investments. He has significant experience in investment analysis, assessing businesses to identify value opportunities. Daniel was a nonexecutive director of the Company from March 2017 to March 2018 and is actively engaged with the Board as it undertakes a review of its strategic options.

Orkun Kilic – Non-executive director Appointed to the Board: February 2019.

Skills and experience: Orkun was, until the end of May 2019, the Managing Partner of Paulson Europe LLP and Portfolio Manager of the Paulson European Opportunities Fund, having joined the company in 2011, becoming Head of European Investments in 2015. Prior to joining Paulson Europe, Orkun worked in Investment Banking with Morgan Stanley, focusing on mergers and acquisitions. Orkun received his Masters of Business Administration from Harvard Business School in 2009. He graduated magna cum laude in business administration and economics from Koc University, Turkey. Orkun also received his Masters of Science in Financial Engineering from Bogazici University, Turkey.

Contribution and reasons for re-election Orkun represents Paulson, who are one of our largest shareholders. He has a strong background in finance and investment banking having been responsible for managing Paulson's European investment fund, giving him a broad insight into a range of different companies and sectors. His experience in evaluating businesses and growth opportunities is important to the Board as it conducts its strategic review.

26465 12 June 2019 1:49 pm proof 5

Premier Foods AGM 2019.indd 8 12/06/2019 13:49:29

Pam Powell – Non-executive director Appointed to the Board: May 2013.

Skills and experience: Pam has more than 20 years' marketing experience developing some of the world's best known consumer brands. Most recently, she was the Group Strategy and Innovation Director for SAB Miller, one of the world's leading brewers. Pam spent nine years at SAB Miller, in senior management roles, and prior to that held numerous marketing roles in the home and personal care sector during a 13 year career at Unilever plc, culminating in her role as global Vice-President of the Skin Care category. Pam is also a nonexecutive director at A.G. BARR p.l.c. and Cranswick plc.

Committee membership: Pam is Chair of the Remuneration Committee and a member of the Audit Committee and Nomination Committee.

Contribution and reasons for re-election

Pam is Chair of the Remuneration Committee, which is responsible for the design and implementation of the Directors' Remuneration Policy for executive directors and senior management and for approving the design of share incentive plans. Pam's background is in marketing and brand development, having spent a career with leading multinational companies. She has valuable sector experience from her current non-executive roles and brings particular insight into discussions concerning the Group's brands, marketing strategies and how we engage with consumers.