Premier Foods : 2021 Form of Proxy

Premier Foods plc

Annual General Meeting 2021

Friday 23 July 2021 at 11.00 am

IMPORTANT INFORMATION

At the time of issuing the Notice of Annual General Meeting 2021, the prevailing UK Government guidance permits the holding of a physical general meeting and the Company looks forward to welcoming 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 investor.relations@ premierfoods.co.uk.
• 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.

Notice of Availability

The annual report for the 53 weeks ended 3 April 2021 and the Notice of Annual General Meeting 2021 are now available to be viewed and downloaded on the Company's website: www.premierfoods.co.uk

If you wish to receive electronic communications and manage your shareholding online please visit the website of our Registrar, Equiniti, at www.shareview.co.uk

Premier Foods plc

Form of Proxy

Voting ID`	Task ID	Shareholder Reference Number

I/We, the undersigned, being a member of Premier Foods plc, hereby appoint the Chairman of the meeting or

(NOTE 2)

as my/our proxy to attend and vote on my/our behalf in respect of

(NOTE 3)

Premier Foods plc shares at the Annual General Meeting to be held on Friday 23 July 2021 and at any adjournment thereof.

You may also choose to submit your proxy vote electronically at www.sharevote.co.uk using the Voting ID, Task ID and Shareholder Reference number above.

Please indicate your vote by marking the appropriate boxes in black ink like this X

Resolutions

For

Against

Withheld

1. To receive the 2020/21 annual report.

2. To approve the Directors' Remuneration Report.

3. To approve a final dividend.

4. To elect Yuichiro Kogo as a director.

5. To re-elect Colin Day as a director.

6. To re-elect Alex Whitehouse as a director.

7. To re-elect Duncan Leggett as a director.

8. To re-elect Richard Hodgson as a director.

9. To re-elect Simon Bentley as a director.

10. To re-elect Tim Elliott as a director.

11. To re-elect Helen Jones as a director.

12. To re-elect Pam Powell as a director.

13. To re-elect Daniel Wosner as a director.

14. To re-appoint KPMG LLP as auditor.

15. To approve the remuneration of the auditor.

16. To approve the authority to make political donations.

17. To approve the authority to allot shares.

18. To approve the authority to disapply pre-emption rights.

19. To approve the authority to disapply pre-emption rights for an acquisition or a specified capital investment.

20. To approve the notice period for general meetings.

21. To approve the alteration of the Articles of Association.

Signature		Please tick this box if
		this is one of multiple
Date		appointments made

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

Equiniti

House Aspect

Road Spencer

LANCING

8GZ BN99

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Plus Reply Business Number Licence RXHK-HBCL-RTAT

1

Premier Foods plc

Notes:

1. A shareholder entitled to vote at the meeting may appoint one or more proxies to exercise all or any of his/ her rights to vote instead of him/her.
2. A proxy need not be a shareholder of the Company and can be either an individual or a body corporate. As set out in the Chairman's introduction in the 2021 AGM Notice, there will be a physical general meeting this year, to enable shareholders to attend and vote in person. Please note that attendance at the meeting is restricted to shareholders only. No guests will be permitted to attend on this occasion.At the meeting, the proxy can act for the member he or she represents. However, the Board recommends that shareholders, who wish to appoint a proxy, appoint the Chairman of the meeting. To appoint someone other than the Chairman of the meeting as your proxy, please delete the words "Chairman of the meeting" and insert the name of your proxy in the space indicated. You may appoint more than one proxy, please see note 3 in the Notice of AGM.
3. Please specify the number of shares to be voted if not your entire holding.
4. To be valid, your signed and dated proxy form must be deposited together with any power of attorney or authority under which it is signed or a certified copy of such power or authority, at the offices of the Company's registrars: Equiniti, Aspect House, Spencer Road, Lancing BN99 6DA, sent electronically
   (via www.sharevote.co.uk), or for shares held through the CREST proxy voting system, by using the procedures described in the CREST manual (available via www. euroclear.com) as soon as possible and no later than 11.00am on Wednesday 21 July 2021. In the case of a corporation, the proxy form should be executed under its common seal and/or the hand of a duly authorised officer or attorney.
5. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST manual. The message, regardless of whether it constitutes the appointment of a proxy or is 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

the issuer's agent ID (RA19) by 11.00am on Wednesday

21 July 2021. 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 Application Host) from which the issuer's agent 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.

1. 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.
2. The "Withheld" box is provided to enable you to abstain on any particular resolution. However, it should be noted that a "vote withheld" is not a vote in law and will not be counted in the calculation of the proportion of votes "for" and "against" a resolution but will be counted to establish if a quorum is present.
3. In the absence of instructions, the person appointed proxy may vote or refrain from voting as he/she thinks fit on the specified resolutions and, unless instructed otherwise, the person appointed proxy may also vote or refrain from voting as he/she thinks fit on any other business (including amendments to resolutions) which may properly come before the meeting.
4. Only those shareholders registered in the register of members of the Company at 6.30pm on Wednesday
   21 July 2021 shall be entitled to attend or vote at the meeting in respect of the number of shares registered in their name at that time. Changes to entries on the register of members after 6.30pm on Wednesday
   21 July 2021 shall be disregarded in determining the rights of any person to attend or vote at the meeting.
5. In the case of joint registered holders, the signature of one holder on a proxy card will be accepted and the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand on the register of members of the Company in respect of the relevant joint holding.
6. Return of this form of proxy will not prevent a registered shareholder from attending the meeting and voting in person.

If you come to the meeting, please bring this card with you. It is evidence of your right to attend and vote at the meeting and will help you gain admission as quickly as possible.

Location of the Annual General Meeting: The offices of Gowling WLG (UK) LLP, 4 More London Riverside, London SE1 2AU

From London Bridge station, 4 More London is situated 500 metres from the Tooley Street exit of London Bridge railway and underground stations. If you have any difficulties, you can call Gowling WLG's reception on 0370 903 1000 for directions.