A G BARR p l c : Proxy Form 2021

A.G. BARR p.l.c.	PROXY FORM
2021 Annual General Meeting
	Notification of Availability
	A.G. Barr p.l.c.
	27 April 2021
	Dear Shareholder
	This is a notification to inform
	you that A.G. Barr's 2021
	Annual Report and Notice
	of Annual General Meeting
	2021 are available to view or
	download on the Company's
	corporate website at
	www.agbarr.co.uk.
2021 Annual General Meeting

The 2021 Annual General Meeting of A.G. BARR p.l.c. (the "Company") will be held at the offices of

A.G. BARR p.l.c., Westfield House, 4 Mollins Road, Cumbernauld, G68 9HD at 12.00p.m. on Friday 28 May 2021 (the "Annual General Meeting").

In light of the ongoing Government restrictions in response to the Coronavirus (COVID-19) outbreak in the United Kingdom, shareholders will not be allowed entry to the Annual General Meeting and are encouraged to vote in advance using their proxy form. Given the restrictions on attendance, shareholders should appoint the Chairman of the meeting as their proxy rather than a named person as they will not be permitted to attend the meeting.

PROXY FORM

A.G. BARR p.l.c. 2021 Annual General Meeting

Cut along dotted line to detach

VotingIDTask IDShareholder Reference Number

PLEASE READ THE NOTES OVERLEAF CAREFULLY BEFORE COMPLETING THIS FORM If you wish, you can submit your proxy form electronically at www.sharevote.co.uk using the numbers above.

You may, if you prefer, return this card in a sealed envelope to FREEPOST RTHJ-CLLL-KBKU, Equiniti Limited, Aspect House, Spencer Road, Lancing BN99 8LU. Please allow one week before the deadline to ensure your form arrives in time. Where multiple Proxy Forms are completed, they should be returned together in the same envelope.

To be valid, your proxy instructions or signed and dated Proxy Form(s) must be received no later than 12.00p.m. on Wednesday 26 May 2021 at the offices of the Registrars at the address stated on this card.

I/we the undersigned, being a member/members of the Company, hereby appoint the Chairman of the meeting or (see Note 1) as my/our proxy to attend, vote and speak for me/us on my/our behalf at the Annual General Meeting, and at any adjournment thereof.

Please indicate here with an "X" if this Proxy Form is one of multiple instructions being given (see Note 2).

I/we direct my/our proxy the Chairman to vote on the resolutions set out in the notice convening the Annual General Meeting as follows (see Note 1): For Against Withheld*

Date

* Insert number of shares your proxy may vote if less than total holding (see Notes 2 and 3).

1. To receive and approve the audited accounts of the group and the Company for the year ended 24 January 2021 together with the directors' and auditor's reports thereon.

2. To receive and approve the annual statement by the chairman of the remuneration committee and the directors' remuneration report for the year ended 24 January 2021.

3. To re-elect Mr John Ross Nicolson as a director of the Company.

4. To re-elect Mr Roger Alexander White as a director of the Company.

5. To re-elect Mr Stuart Lorimer as a director of the Company.

6. To re-elect Mr Jonathan David Kemp as a director of the Company.

7. To re-elect Mr William Robin Graham Barr as a director of the Company.

8. To re-elect Ms Susan Verity Barratt as a director of the Company.

9. To re-elect Ms Pamela Powell as a director of the Company.

10. To re-elect Mr David James Ritchie as a director of the Company.

11. To re-elect Mr Nicholas Barry Edward Wharton as a director of the Company.

12. To re-appoint Deloitte LLP as auditor of the Company and to authorise the audit and risk committee to fix their remuneration.

13. To authorise the directors to allot shares in the Company subject to the restrictions set out in the resolution.

14. To authorise the disapplication of pre-emption rights subject to the limits set out in the resolution.

15. To authorise the Company to purchase its own shares up to the specified amount.

*See Note 4

Signature

*

CLLL-RTHJ Freepost Equiniti House Aspect Road Spencer LANCING 8LU BN99	AAATDFAADAADAFDDDATTDADTDDFAFADFFADF
KBKU-

Notes

1. To direct the Chairman how to vote on the resolutions, please mark the appropriate box with an "X". Unless you indicate otherwise, your proxy may vote or abstain from voting as he/she thinks fit.
2. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint any more than one proxy to exercise rights attached to the same share(s). To appoint more than one proxy, you should photocopy the Proxy Form. On each Proxy Form, please indicate in the box next to the proxy holder's name the number of shares in relation to which you authorise them to act as your proxy. The total number of shares entered on all the Proxy Forms you submit must not exceed the number of shares you hold in the Company. Please also indicate, by marking the relevant box, if the proxy instruction is one of multiple instructions being given.
3. If no number of shares is entered, the Chairman will be authorised to act on your behalf in relation to your entire shareholding in the Company.
4. The vote "Withheld" option is provided to enable you to abstain on any particular resolution. It should be noted that a vote withheld is not a vote in law and will not be counted in the calculation of votes "For" or "Against" a resolution. If no voting indication is given, your proxy may vote or abstain from voting at his/her discretion.
5. A Proxy Form for a body corporate must be either signed by a duly authorised officer or attorney of such body or executed under its common seal. If this Proxy Form is signed under a power of attorney or other authority, that power of attorney or other authority (or a certified copy thereof) must be provided with the signed Proxy Form.
6. Only one of the joint holders need sign the Proxy Form. If more than one joint holder tenders a vote in person or by proxy, the vote of the person whose name stands first in the register will be accepted to the exclusion of the votes of the other joint holder(s).

7. Shares held in uncertified form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST Manual and in the Notice of AGM. Shareholders wishing to vote online may do so via the registrar's website, www.sharevote.co.uk. To log in, you will need your unique voting ID, task ID and shareholder reference number, which are printed on this form. Full instructions on how to complete the voting process are provided on the Shareview website. Electronic proxies must be lodged on the website no later than 12.00p.m. on 26 May 2021.

detach to line dotted along Cut