Bakkavor : 2024 Proxy Form

ATTENDANCE CARD

Bakkavor Group plc (the 'Company') Annual General Meeting ('AGM' or 'Meeting') to be held at Fitzroy Place, 5th Floor, 8 Mortimer Street, London W1T 3JJ, on Thursday 23 May 2024 at 10.00am.

NOTICE OF AVAILABILITY -

Important; please read carefully.

You can now access the Annual Report and Accounts 2023 and Notice

Shareholder Reference Number:of Annual General Meeting 2024 ('Notice of AGM') at www.bakkavor. com/en/investors/shareholder-information. You may register your vote online or register the appointment of a proxy for this AGM by creating an online portfolio at www.shareview.co.uk and following the on-screen instructions. You will need your Shareholder Reference Number shown on this form of proxy.

You are advised to read the full Notice of AGM before deciding how to vote. It is also recommended that you read the full Annual Report and Accounts 2023.

FORM OF PROXY

BAKKAVOR GROUP PLC ANNUAL GENERAL MEETING ('AGM') TO BE HELD ON THURSDAY 23 MAY 2024 AT 10.00AM

Shareholder Reference Number:		Name of proxy:

Number of shares (if not full voting entitlement) (see Notice of AGM)

You can submit your proxy electronically at www.shareview.co.uk. I / We, the undersigned, being a member / members of Bakkavor Group plc (the 'Company') hereby appoint the Chairman of the AGM or: as my / our proxy to exercise all or any of my / our rights to attend, speak and vote in respect of my / our voting entitlement on my / our behalf at the AGM of the Company to be held on Thursday 23 May 2024 at 10.00 am and at any adjournment thereof. The proxy will vote on the resolutions listed below as indicated. The proxy will vote at his / her discretion, or withhold from voting on any resolution listed below, if no instruction is given regarding that resolution and on any other business transacted at the AGM.

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

1. To receive the Company's audited accounts and the reports of the Directors and the Auditors for the year ended 30 December 2023
2. To approve the Directors' Remuneration Report
3. To approve the 2024 Directors' Remuneration Policy
4. To declare a final dividend for the year ended
   30 December 2023 of 4.37 pence per ordinary share
5. To elect Robert Berlin as a Director
6. To re-elect Simon Burke as a Director
7. To re-elect Mike Edwards as a Director
8. To re-elect Ben Waldron as a Director
9. To re-elect Sanjeevan Bala as a Director
10. To re-elect Umran Beba as a Director
11. To re-elect Jill Caseberry as a Director
12. To re-elect Agust Gudmundsson as a Director
13. To re-elect Lydur Gudmundsson as a Director

1. To re-elect Denis Hennequin as a Director
2. To re-elect Jane Lodge as a Director
3. To re-appoint PricewaterhouseCoopers LLP as Auditors of the Company
4. To authorise the Audit & Risk Committee to determine the remuneration of the Auditors
5. To authorise the Directors to allot shares pursuant to section 551 of the Companies Act 2006

Special Resolutions

1. To empower the Directors to disapply pre-emption rights in certain circumstance
2. To empower the Directors to disapply pre-emption rights for financing and refinancing particular acquisitions and other capital investments
3. To authorise the Company to purchase its own shares
4. To allow a general meeting to be called on 14 clear days' notice

Notes to help you complete this form are in the Notice of AGM. You should read these carefully before completing this form.

Please mark this box

if signing on behalf of the shareholder as power of attorney, receiver or third party.

This card should not be used for comments, change of address or other queries. Please send separate instruction.

Signature 

  Date 

Bakkavor Group plc. Registered in England and Wales No. 10986940. Registered office: Fitzroy Place, 5th Floor, 8 Mortimer Street, London W1T 3JJ

NOTES FOR COMPLETION OF FORM OF PROXY

1. For comprehensive notes for completion of the Form of Proxy, please refer to the Notice of AGM.
2. Shareholders are entitled to appoint another person to attend the Meeting and vote on their behalf using the Form of Proxy. The proxy need not be a shareholder. You may still attend the Meeting and vote even if you return the Form of Proxy. If you wish to appoint more than one proxy, please refer to the detailed instructions in the Notice of AGM.
3. If you do not indicate how you wish your proxy to vote, the proxy will be entitled to exercise discretion as to how and whether to vote on any resolution.
4. In order to be valid, this Form of Proxy must be received by Equiniti by no later than 10.00am on Tuesday 21 May 2024.
5. You may register your vote online or register the appointment of a proxy for this AGM by creating an online portfolio at www. shareview.co.ukand following the on-screen instructions. You will need your Shareholder Reference Number shown on this form of proxy.

1. CREST members who wish to utilise the CREST proxy appointment service may do so by following the procedures described in the CREST manual and the Notice of AGM.
2. 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 Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 10.00 am on Tuesday 21 May 2024 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.
3. If you have any queries, please contact our Registrars, Equiniti Limited, on [phone]. Lines are open between 08.30am and 5.30pm Monday to Friday - excluding public holidays in England and Wales.

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