Premier Foods : 2021 AGM Notice

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 2021

11.00 am on Friday 23 July 2021

Your attention is drawn to the letter from the Chairman of Premier Foods plc (the "Company") on pages 2 to 4 of this document, which sets out how the meeting will be conducted, in light of the ongoing Covid-19 pandemic, and also recommends voting in favour of the resolutions to be proposed at the 2021 Annual General Meeting referred to below.

Notice of the Annual General Meeting of the Company, to be held at 11.00 am on Friday 23 July 2021, is set out on pages 5 and 6 of this document. 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 Wednesday 21 July 2021. 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, subject to the prevailing UK Government guidance and to the restrictions set out in this Notice of Meeting and as notified on our website.

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7 June 2021	Premier Foods plc
	Premier House
	Centrium Business Park
	Griffiths Way
	St Albans
	Hertfordshire
	AL1 2RE
Dear Shareholder,

Annual General Meeting ("AGM")

The Board looks forward to welcoming shareholders in person to our AGM this year, particularly as we were unable to conduct a physical meeting last year due to the Covid-19 pandemic. At the time of issuing this Notice of Meeting (the "Notice"), the prevailing UK Government guidance permits the holding of a physical general meeting. We are therefore proposing to hold this year's AGM at 11.00 am on Friday 23 July 2021 at the offices of Gowling WLG (UK) LLP, 4 More London Riverside, London, SE1 2AU, and to welcome those shareholders who we are able to accommodate safely in accordance with the UK Government's guidance.

In order to protect the health of shareholders and colleagues, please note that the following measures will be put in place this year:

• Attendance at the AGM will be restricted to shareholders only and no guests will be permitted to attendon this occasion.
• To enable us to comply with the prevailing UK Government guidance and social distancing measures, shareholders wishing to attend the meeting in person must notify us by no later than 11:00 am on Monday 19 July 2021 by registering via [e-mail].
• Upon arrival at the AGM venue, any shareholders wishing to attend the meeting in person will be required to confirm that they do not have any Covid-19 symptoms and are not required to self-isolate in accordance with the UK Government's guidance.
• Refreshments and Company products will not be available either before or after the AGM.
• Shareholders attending the AGM will be required to follow government guidance on the wearing of face masks.
• As always, if shareholders are unable to attend the AGM in person, they are strongly encouraged to submit their votes by proxy.

Given the continuing uncertainty around potential changes to the UK Government's guidance, and the duration of social distancing measures and restrictions on physical gatherings, we must ensure that we are able to adapt the proposed format of, and arrangements for, our AGM efficiently in the event of any change in circumstances. If the situation changes such that we consider it is no longer possible or appropriate for shareholders to attend the AGM in person (beyond the minimum required to hold a quorate meeting), we would expect to arrange for shareholders to be able to attend electronically by means of a webcasting facility, and to enable shareholders to submit via [e-mail] any questions for the purposes of the AGM up to three days in advance of the AGM. We will continue to monitor the evolving impact of the Covid-19 pandemic and the UK Government's guidance, and will notify shareholders of any such changes as soon as practicable via our website (www.premierfoods.co.uk). Shareholders should check our website to ensure they have the most up to date information available regarding the AGM. We would like to thank all shareholders in advance for their co-operation and understanding.

Under the present circumstances, shareholders are strongly encouraged to vote in advance of the AGM by submitting a form of proxy electronically or by post as soon as possible, and these must be received by no later than 11.00 am on Wednesday 21 July 2021. Shareholders who wish to appoint a proxy are encouraged to appoint the Chairman of the meeting as their proxy. The completion and return of a form of proxy will not prevent you from attending the AGM and voting in person, should you wish to do so, subject to the prevailing UK Government guidance and to the restrictions set out in this Notice and on our website.

Set out in this document is an explanation of the business to be considered at this year's AGM, the Notice and explanatory notes.

Voting

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

1. appoint a proxy to participate 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); or
2. appoint a proxy to participate 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
3. attend and vote at the AGM. As noted above, current arrangements for attendance at the AGM have been based on the UK Government's guidance in relation to the Covid-19 pandemic at the time of issuing this document. Should the situation change and shareholders are unable to attend and vote in person, shareholders will be informed of the revised arrangements as soon as practicable via our website (www. premierfoods.co.uk).

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 7 and 8.

Types of resolutions

Resolutions 1 to 17 are proposed as ordinary resolutions and resolutions 18 to 21 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 2020/21 annual report

The Board asks that shareholders receive the directors' and auditor's reports and the accounts for the 53 week period ended 3 April 2021.

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.

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Resolution 3: Approval of a final dividend

A final dividend can only be paid by the Company if it has been approved by shareholders.

This resolution is to approve a final dividend of 1.0 pence per ordinary share of the Company for the 53 week period ended 3 April 2021, recommended by the directors. If approved, the final dividend will be paid on 30 July 2021 to all shareholders on the register of members at close of business on 2 July 2021.

Resolutions 4 to 13: Election of directors

The UK Corporate Governance Code (the "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 the 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 Richard Hodgson, Simon Bentley, Tim Elliott, Helen Jones and Pam Powell are independent non-executive directors. I was also considered independent, upon appointment as Chairman in August 2019. Yuichiro Kogo and Daniel Wosner were appointed as representative directors under the terms of the relationship agreements between the Company and our two largest shareholders, Nissin Foods Holdings Co., Ltd and Oasis Management Company Ltd respectively. While fully independent of management, they are not considered independent under the Code.

Resolutions 14 and 15: Reappointment and remuneration of auditor

On the recommendation of the Audit Committee, the Board proposes in resolution 14 that KPMG be reappointed as auditor of the Company. KPMG have indicated their willingness to continue to act as the Company's auditor. Resolution 15 proposes that, following normal practice, the Audit Committee be authorised to set the auditor's remuneration.

Resolution 16: 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 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 17: 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:

1. 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 £28,522,500 (representing 285,225,000 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
2. 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 £57,045,001 (representing 570,450,010 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 18: Disapplication of pre-emption rights

Conditional on the passing of resolution 17, resolution 18 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 17 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 £4,278,375 (representing 42,783,750 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 18 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.

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Resolution 19: Disapplication of pre-emption rights for an acquisition or a specified capital investment.

Conditional on the passing of resolution 17, resolution 19 will be proposed in which the Board is seeking, in addition to the authority granted under resolution 18, 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 19, 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 17 to 19 will expire on the conclusion of the 2022 AGM or at close of business on 23 October 2022, whichever is sooner.

Resolution 20: 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 20 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.

Resolution 21: Alteration of the Articles of Association

The directors are asking shareholders to approve the amendment of the Company's existing Articles of Association (the "Existing Articles") to reflect the changes described below.

The proposed amendment to Article 69 is intended to allow the Company to hold hybrid general meetings, enabling members to participate in the business of the meeting by attending the meeting at a physical location or by means of an electronic facility such as conference dial-in, web browser, or app technology, or a combination of such methods. These changes are proposed to provide the Board greater flexibility to align with technological advances, changes in investor sentiment and evolving best practice, particularly in light of the Covid-19 pandemic, and the uncertain duration of social distancing measures and restrictions on gatherings. The Board believes that the ability to hold hybrid meetings will allow for greater shareholder and stakeholder engagement over the coming years in a way that is more convenient for all parties.

The proposed amendment to the existing director termination rights in Article 115.1.7 (such that a director may be removed from office where at least three-quarters of other directors agree to such removal, instead of a requirement for all other directors to agree to such removal) is intended to provide limited additional flexibility for the Board in order to discharge its duties in accordance with the prevailing circumstances and in a manner consistent with the principles of sound corporate governance. The Board would only intend to exercise the right in exceptional circumstances and, if it were to do so, it would provide an explanation to shareholders at the next AGM of the Company.

At the same time, the directors are proposing to make a number of additional minor amendments to the Existing Articles to provide further appropriate flexibility and to update the Articles of Association in accordance with current market practice. These amendments are: (i) to provide explicitly that proxy appointments must be received at least two working days before general meetings; (ii) to reduce the period after which unclaimed dividends revert to the Company from twelve years to six years; and (iii) to authorise the Board to reduce the period for which an ordinary resolution can authorise the Board to pay scrip dividends from five years to three years.

Accordingly, the directors are seeking approval from shareholders to adopt the amended Articles of Association. The resolution adopting the amended Articles of Association will, if passed, become effective at the conclusion of the AGM.

The full text of the relevant amended Articles of Association is set out in Appendix 2 of this document.

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.

Colin Day

Chairman

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NOTICE OF 2021 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 Friday 23 July 2021 at the offices of Growling 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 17 (inclusive) as ordinary resolutions and resolutions 18 to 21 (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 53 week period ended 3 April 2021 ("2020/21 annual report") be received.

Resolution 2. That the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy) for the 53 week period ended 3 April 2021, as set out on pages 68 to 83 of the 2020/21 annual report, be approved.

Resolution 3. That a final dividend of 1.0 pence per ordinary share of the Company in respect of the 53 week period ended 3 April 2021, payable on 30 July 2021 to all shareholders on the register of members at close of business on 2 July 2021, be approved.

That the following individual be elected: Resolution 4: Yuichiro Kogo 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 5. Colin Day as a director.

Resolution 6. Alex Whitehouse as a director. Resolution 7. Duncan Leggett as a director. Resolution 8. Richard Hodgson as a director. Resolution 9. Simon Bentley as a director. Resolution 10. Tim Elliott as a director. Resolution 11. Helen Jones as a director. Resolution 12. Pam Powell as a director. Resolution 13. Daniel Wosner as a director.

Resolution 14. 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 15. That the Audit Committee be authorised to determine the remuneration of the auditor on behalf of the Board.

Authority to make political donations

Resolution 16. 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:

1. make political donations to political organisations other than political parties not exceeding £50,000 in total; and
2. 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 2022 AGM or close of business on 23 October 2022, whichever is sooner, provided that the aggregate amount of any such donations and expenditure shall not exceed £50,000.

Authority to allot shares

Resolution 17. 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):

1. up to an aggregate nominal amount of £28,522,500 (such amount to be reduced by the nominal amount allotted or granted under paragraph (b) below in excess of such sum); and
2. comprising equity securities (as defined in section 560(1) of the Companies Act 2006) up to an aggregate nominal amount of £57,045,001 (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:
3. 1. to ordinary shareholders in proportion (as nearly as practicable) to their existing holdings; and
   2. 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 2022 AGM or close of business on 23 October 2022, 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 18. That, if resolution 17 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:

1. 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 17 (b), by way of a rights issue only):
2. 1. to ordinary shareholders, in proportion (as nearly as practicable) to their existing holdings; and
   2. 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; and
3. in the case of the authority granted under resolution 17 (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 £4,278,375,

such power to apply until the conclusion of the 2022 AGM or close of business on 23 October 2022, 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.

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