THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent professional adviser duly authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your shares in Greggs plc, please send this document, together with the accompanying documents, as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee.

(Registered in England and Wales with registered number 502851)

Registered office: Greggs plc Quorum Business Park

Newcastle upon Tyne NE12 8BU

13 April 2021

Dear Shareholder

ANNUAL GENERAL MEETING (AGM)

I enclose a formal notice of our Annual General Meeting, which is to be held at Greggs House, Quorum Business Park, Newcastle upon Tyne NE12 8BU on Friday 14th May 2021 at 9.00 a.m. Please refer to the guidance below concerning physical attendance at the meeting.

Format of the meeting due to the Covid-19 pandemic

As at the date of this Notice we have taken the decision to proceed with the Annual General Meeting, as is required by our articles of association. However, according to current public health guidance and legislation issued by the UK Government in relation to the Covid-19 pandemic, national lockdown restrictions preventing indoor public gatherings and non-essential travel will remain in force in England as at the date of the meeting.

The safety of our shareholders, colleagues and customers is of the utmost importance to us during these continued difficult times. Due to the format of the meeting this year, we strongly encourage you to appoint the Chair of the meeting as your proxy to exercise your right to vote at the meeting in accordance with your instructions. Proxies must be submitted as soon as possible and, in any event, no later than 9.00 a.m. on Wednesday 12th May 2021.

Consistent with national lockdown restrictions, the meeting is expected to be held with only three persons present, being the minimum required by our articles of association to form a quorate meeting. All social distancing precautions will be observed by the three persons who attend in person, and the duration of the Annual General Meeting will be minimised in accordance with government guidance.

We regret that attendance of any other shareholder, proxy or corporate representative will not be permitted under national lockdown restrictions currently expected to be in force in England at the date of the meeting. No shareholder, proxy or corporate representative should attempt to attend the meeting in person, in order to protect the health and safety of fellow shareholders and our colleagues, and will not be permitted entry to the meeting venue if they intend to do so.

Shareholder engagement

We recognise that the Annual General Meeting is an important meeting for shareholders in the annual calendar and your continued engagement and participation is important to us. We are therefore proposing the following for online viewing:

  • A pre-recorded presentation from the Chief Executive will be shown, based on the most recent trading update released to the London Stock Exchange as of the date of the meeting.
  • I will lead a series of responses from the directors to questions submitted in advance of the meeting.
  • We will announce the outcome of the proxy vote via a webcast.

If you would like to view the meeting online, please provide your name and email address to GreggsAGM@greggs.co.uk, to reach us by 9.00 a.m. on Monday 3rd May 2021 and we will send joining instructions to registered attendees around a week before the meeting.

How to ask questions

If you would like to submit a question for consideration, please email it to Greggsquestions@greggs.co.uk to be received by 5.00 p.m. on Friday 7th May 2021. We will answer as many as we can on the day, and any unanswered questions will receive a written reply.

The presentation, answers to questions raised, and the outcome of the proxy vote will be made available on the company's website following the Annual General Meeting.

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Changes to Annual General Meeting arrangements

We are continuing to monitor developments to the national lockdown restrictions and government guidance. In the unlikely event of an expedited relaxation of those restrictions that allows general in-person attendance at the meeting, we will notify shareholders via the Regulatory News Service of any changes to the arrangements made for the meeting, as well as any health and safety measures or requirements that we consider necessary to ensure the safety of any in-person attendees at the meeting. Please register to receive updates at https://corporate.greggs.co.uk/investors/regulatory-news/email-signup.

We hope you understand our decision in the circumstances and I very much hope that we can return to a more normal Annual General Meeting next year.

New Articles of Association

In addition to our normal business we are seeking your authority to adopt new articles of association. The new articles will take effect from the close of the Annual General Meeting and will amend our existing articles, principally to reflect changes to law and market practice and to permit in future holding a combined physical and electronic meetings known as a "hybrid" meetings in the future.

Further details of the principal changes between the proposed new articles of association and the existing articles of association are set out in the explanatory notes to the resolutions and the Appendix to this Notice.

Resolutions to be determined by poll

As is now established practice, all resolutions will be determined by poll vote, in accordance with best practice. On a poll, every shareholder has one vote for every share held.

Re-election of Directors

In accordance with the UK Corporate Governance Code, all of the Directors will, in turn, resign as a Director and offer themselves for re-election.

I am pleased to confirm that, following evaluation and recommendation from the Nominations Committee, we are satisfied that each of the Directors seeking re-election at the meeting continues to make a valuable contribution to our discussions, has the best interests of the Company at heart, performs effectively and demonstrates commitment to the role, including commitment of time for Board and Committee meetings and any other required duties.

Forms of proxy

A proxy form is enclosed for you to complete (according to the instructions printed on it) and send to the Company's Registrars, Link Asset Services, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL to be received by 9.00 a.m. on Wednesday 12th May 2021. CREST Members can cast their votes using CREST electronic proxy voting (further details of which are set out in note 10 on page 6 of this document).

Recommendation

Your Directors believe that all the resolutions in the enclosed notice of Annual General Meeting are in the best interests of the Company and are most likely to promote the success of the Company for the benefit of its shareholders as a whole. Accordingly, they unanimously recommend that you vote in favour of each resolution, as they intend to do in respect of their own shareholdings in the Company.

Yours faithfully

Ian Durant

Chairman

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GREGGS plc (Registered in England and Wales with registered number 502851)

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Greggs plc ("the Company") will be held at Greggs House, Quorum Business Park, Newcastle upon Tyne NE12 8BU on Friday 14th May 2021 at 9:00 a.m. for the following purposes:

Ordinary Business

  1. To receive the accounts for the fifty-three weeks ended 2 January 2021 together with the reports of the Directors and of the Auditor thereon.
  2. To appoint RSM UK Group LLP as auditor to the Company.
  3. To authorise the Directors to determine the remuneration of the auditor of the Company.
  4. To re-elect Mr I Durant as a Director.
  5. To re-elect Mr R Whiteside as a Director.
  6. To re-elect Mr R Hutton as a Director.
  7. To re-elect Dr H Ganczakowski as a Director.
  8. To re-elect Mr P McPhillips as a Director.
  9. To re-elect Ms S Turner as a Director.
  10. To re-elect Mrs K Ferry as a Director.
  11. To approve the Directors' Remuneration report for the fifty-three weeks ended 2 January 2021.

To transact any other ordinary business of the Company.

Special Business

As special business, to consider and, if thought fit, pass the following resolutions, which will be proposed as to resolution 12 as an Ordinary Resolution and as to resolutions 13, 14, 15 and 16 as Special Resolutions:

  1. THAT the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the "2006 Act") to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company ("Rights") up to an aggregate nominal amount of £674,000 provided that this authority shall, unless renewed, varied or revoked by the Company, expire on 13 August 2022 or, if earlier, the date of the next Annual General Meeting of the Company save that the Company may, before such expiry, make offers or agreements which would or might require shares to be allotted or Rights to be granted and the Directors may allot shares or grant Rights in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.
    This resolution revokes and replaces all unexercised authorities previously granted to the Directors in accordance with section
    1. of the Companies Act 1985 or section 551 of the 2006 Act to allot shares or grant Rights but without prejudice to any allotment of shares or grant of Rights already made, offered or agreed to be made pursuant to such authorities.
  2. THAT, subject to the passing of resolution 12 set out in the notice of this meeting, the Directors be given the general power in accordance with section 570 of the Companies Act 2006 (the "2006 Act") to allot equity securities (as defined by section 560 of the 2006 Act) for cash, either pursuant to the authority conferred by resolution 12 set out in the notice of this meeting or by way of a sale of treasury shares, as if section 561(1) of the 2006 Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities and the sale of treasury shares:
    1. in connection with an offer by way of a rights issue:
      1. to the holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and
      2. to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and
    2. (otherwise than pursuant to paragraph 1 above) up to an aggregate nominal amount of £101,000.

The power granted by this resolution will expire on 13 August 2022 or, if earlier, the conclusion of the Company's next Annual General Meeting (unless renewed, varied or revoked by the Company prior to or on such date) save that the Company may, before such expiry make offers or agreements which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired.

This resolution revokes and replaces all unexercised powers previously granted to the Directors to allot equity securities as if either section 89(1) of the Companies Act 1985 or section 561(1) of the 2006 Act did not apply but without prejudice to any allotment of equity securities already made or agreed to be made pursuant to such authorities.

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  1. That the Company be generally and unconditionally authorised, pursuant to section 701 of the Companies Act 2006 ("2006 Act"), to make market purchases (as defined in section 693(4) of the 2006 Act) of ordinary shares in the capital of the Company ("Ordinary Shares") up to an aggregate nominal amount of £203,000 on such terms and in such manner as the Directors
    of the Company may from time to time determine, provided that:
    1. the amount paid for each Ordinary Share (exclusive of expenses) shall not be more than five per cent above the average of the middle market quotation for an Ordinary Share as derived from the Daily Official List of London Stock Exchange plc for the five business days before the date on which the contract for the purchase is made and, in any event, not less than the nominal value of each Ordinary Share; and
    2. the authority herein contained shall expire at the conclusion of the next Annual General Meeting of the Company or on
      13 August 2022, whichever is earlier, provided that the Company may, before such expiry, make a contract to purchase its own shares which would or might be executed wholly or partly after such expiry, and the Company may make a purchase of its own shares in pursuance of such contract as if the authority hereby conferred had not expired.
  2. That a general meeting of the Company, other than an Annual General Meeting, may be called on not less than 14 clear days' notice, provided that this authority shall expire at the conclusion of the next Annual General Meeting of the Company.
  3. That with effect from conclusion of the Annual General Meeting the draft articles of association of the Company produced to the meeting and initialled by the Chair of the meeting for the purpose of identification, be adopted as the articles of association of the Company in substitution for, and to the exclusion of, the Company's existing Articles of Association.

Dated: 13 April 2020

By Order of the Board

Registered Office:

Jonathan D Jowett

Greggs plc

Company Secretary

Greggs House

Quorum Business Park

Newcastle upon Tyne

NE12 8BU

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Notes:

Appointment of Proxies

  1. In light of current public health guidance and legislation issued by the UK Government in relation to the Covid-19 pandemic, the Annual General Meeting is expected to be held with only three persons present, being the minimum required by our articles of association to form a quorate meeting. The attendance of any other shareholder, proxy or corporate representative will not be permitted under national lockdown restrictions currently expected to be in force in England at the date of the meeting. Accordingly, the Company strongly encourages all shareholders to submit a proxy vote in advance of the meeting, appointing the Chair of the meeting as their proxy rather than a named person. These notes should be read in this context.
  2. If you are a member of the Company at the time set out in note 12 below, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the Annual General Meeting and you should have received a proxy form with this notice of meeting. As explained in note 1 above, shareholders will not currently be permitted to attend the Annual General Meeting in person. Accordingly, those submitting a form of proxy are strongly encouraged to appoint the Chair of the meeting rather than a named person as their proxy. This will ensure that your vote will be counted. If you do not have a proxy form and believe that you should have one, or if you require additional forms, please contact the Company's Registrars, Link Asset Services on 0871 664 0300 (calls cost 12p per minute plus your phone company's access charge. Calls outside the United Kingdom will be charged at the applicable international rate. Opening hours are 09.00-17.30Mon-Fri excluding public holidays in England and Wales) or, if calling from outside the UK, on +44 371 664 0300. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.
  3. If you are not a member of the Company but you have been nominated by a member of the Company to enjoy information rights, you do not have a right to appoint any proxies under the procedures set out in this "Appointment of proxies" section. Please read the "Nominated persons" section below.
  4. A proxy does not need to be a member of the Company but must attend the Annual General Meeting to represent you. Details of how to appoint the Chair of the Annual General Meeting or another person as your proxy using the proxy form are set out in the notes on that proxy form. If you wish your proxy to speak on your behalf at the Annual General Meeting you will need to appoint your own choice of proxy (not the Chair) and give your instructions directly to them.
  5. You may appoint more than one proxy, provided that 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, you may photocopy the enclosed proxy form.
  6. Appointment of a proxy does not preclude you from attending the Annual General Meeting and voting in person. If you have appointed a proxy and attend the Annual General Meeting in person, your proxy appointment will automatically be terminated.
  7. The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If you either select the "Discretionary" option or if no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Annual General Meeting or any adjournment thereof.

Appointment of proxy using hard copy proxy form

8. To appoint a proxy using the proxy form, the form must be:

  • completed and signed;
  • sent or delivered to the Company's Registrars, Link Asset Services, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL; and
  • received by the Company's Registrars no later than 9:00 a.m. on Wednesday 12th May 2021 or, if this Annual General Meeting is adjourned, not less than 48 hours before the time of the adjourned meeting.

In the case of a member which is a company, the proxy form must be executed under its Common seal or signed on its behalf by an officer of the company or an attorney for the company.

Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.

Electronic appointment of proxies

9. As an alternative to completing the hard-copy proxy form, you can appoint a proxy electronically by visiting www.greggsshares.co.uk. You will require your user name and password in order to log in and vote. If you have forgotten your username or password, you can request a reminder via the shareholder portal. If you haven't previously registered to use to the portal, you will require your investor code ("IVC") which can be found on your proxy form. For an electronic proxy appointment to be valid, your appointment must be received by the Company's Registrars, Link Asset Services no later than 9:00 a.m. on 12th May 2021.

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Greggs plc published this content on 13 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 April 2021 09:18:04 UTC.