Bakkavor : 2023 Notice of Annual General Meeting

Bakkavor Group plc

NOTICE OF ANNUAL GENERAL MEETING 2023

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should immediately consult your stockbroker, solicitor, accountant or other independent professional adviser who, if you are taking advice in the United Kingdom, is authorised under the Financial Services and Markets Act 2000, or an appropriately authorised independent financial adviser if you are in a territory outside of the United Kingdom.

If you have sold or otherwise transferred all of your shares in Bakkavor Group plc, please send this document, together with the accompanying documents, as soon as possible to the purchaser or transferee, or to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee.

CONTENTS

PART I - Chairman's letter	02
PART II - Notice of Annual General Meeting	03
PART III - Explanatory notes to the Resolutions	05
PART IV - Explanatory notes to the Notice of
Annual General Meeting	08
Appendix - Directors' biographies	10

Incorporated and registered in England and Wales under number 10986940

Notice of the 2023 Annual General Meeting of Bakkavor Group plc ("the Company") to be held at Fitzroy Place, 5th Floor, 8 Mortimer Street, London, England, W1T 3JJ on Wednesday 31 May 2023 at 10.00am is set out on pages 3 to 4 of this document.

A form of proxy for use at the Annual General Meeting is enclosed and, to be valid, should be completed and returned in accordance with the instructions printed on the form so as to be received by the Company's Registrar, Equiniti Limited of Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA as soon as possible but, in any event, no later than 10.00am on Friday 26 May 2023.

PART I

Bakkavor Group plc

(Incorporated and registered in England and Wales under number 10986940)

Registered Office: Fitzroy Place, 5th Floor 8 Mortimer Street London, England W1T 3JJ

7 March 2023

To the holders of ordinary shares of Bakkavor Group plc ("the Company")

Notice of Annual General Meeting 2023

Dear Shareholder

I am pleased to be writing to you with details of our Annual General Meeting ("AGM" or "Meeting") which we are holding at Fitzroy Place,

5th Floor, 8 Mortimer Street, London, England, W1T 3JJ on Wednesday, 31 May 2023. The formal notice of AGM ("Notice") is set out on pages 3 to 4 of this document.

Arrangements for the 2023 AGM

This year's AGM will be in-person. Shareholders can submit questions related to the business of the AGM, in advance in writing or by email. Further details of how to submit questions in advance of the Meeting are set out below.

If the need arises, we will notify shareholders of any changes to the arrangements for the 2023 AGM as early as is possible before the date of the Meeting. Such updates will be included on our website at www.bakkavor.comand announced via a Regulatory News Service.

Your vote

If you are unable to attend the Meeting in person, the Board recommends that you complete and return your proxy instruction form appointing me, as the Chair of the Meeting, as your proxy. This will ensure that your vote will be counted. Further details on how to appoint a proxy are provided on page 8 of this Notice. All proxy instructions must be received by the Company's Registrar, Equiniti Limited as soon as possible but, in any event, no later than 10.00am on Friday 26 May 2023. Either send or deliver your completed and signed proxy instruction form to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA. If you wish, you may register the appointment of a proxy for the AGM electronically, by visiting the Company's Registrar's website www.sharevote.co.uk. Alternatively,

if you have already registered with the Registrar's on-line portfolio service, Shareview, you can submit your proxy by logging on to your portfolio at www.shareview.co.ukusing your usual ID and password. Once logged in, simply click "view" on the "My Investments" page, click on the link to vote, and then follow the on-screen instructions.

Shareholder engagement

The Board places great importance on understanding the issues of concern to you as shareholders. Shareholders can submit questions related to the business of the AGM in advance of the Meeting in writing or by email. Please submit your question by sending it, together with your name as it appears on the Company's register of members to the following email address: [e-mail] be received no later than 10.00am on Monday 22 May 2023. We will endeavour to respond to all questions received and publish these questions and answers on our website by 5.00pm on Wednesday 24 May 2023. For any questions received after the deadline we will endeavour to answer these following the Meeting.

Further information about shareholder engagement is set out in the explanatory notes to the AGM Notice on page 8.

The Directors consider that all the Resolutions to be put to the Meeting are in the best interests of the Company and its shareholders as a whole. The Directors unanimously recommend that you vote in favour of the Resolutions as they intend to do so in respect of their beneficial holdings where applicable.

Yours faithfully

Simon Burke

Chairman

02|  Bakkavor Group plc  |  Notice of Annual General Meeting 2023

PART II

Bakkavor Group plc

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the sixth Annual General Meeting of Bakkavor Group plc ("the Company") will be held at Fitzroy Place, 5th Floor, 8 Mortimer Street, London, England, W1T 3JJ on

31 May 2023 at 10.00am to consider, and if thought fit, pass the following Resolutions which will be proposed as Ordinary Resolutions and Special Resolutions as specified below.

Ordinary Resolutions

Annual Report and Accounts

1. TO receive and adopt the Company's audited accounts and the reports of the Directors and Auditors for the year ended 31 December 2022.

Remuneration Report

2. TO receive and approve the Directors' Report on Remuneration set out on page 132 to 151 of the Annual Report and Accounts for the year ended 31 December 2022.

Dividend

3. TO declare a final dividend of 4.16 pence per ordinary share on the ordinary shares of the Company for the year ended 31 December 2022.

Re-election of Directors

To re-elect by separate resolutions, in accordance with the Articles of Association and the 2018 UK Corporate Governance Code ("the Code"), the following Directors who, being eligible, offer themselves for re-election:

1. TO re-elect Simon Burke as a Director of the Company.
2. TO re-elect Mike Edwards as a Director of the Company.
3. TO re-elect Ben Waldron as a Director of the Company.
4. TO re-elect Sanjeevan Bala as a Director of the Company.
5. TO re-elect Umran Beba as a Director of the Company.
6. TO re-elect Jill Caseberry as a Director of the Company.
7. TO re-elect Patrick L. Cook as a Director of the Company.
8. TO re-elect Agust Gudmundsson as a Director of the Company.
9. TO re-elect Lydur Gudmundsson as a Director of the Company.
10. TO re-elect Denis Hennequin as a Director of the Company.
11. TO re-elect Jane Lodge as a Director of the Company.

External Auditor

1. TO re-appoint PricewaterhouseCoopers LLP ("PwC") as Auditors of the Company to hold office until the next Annual General Meeting at which the Annual Report and Accounts are laid.
2. TO authorise the Audit and Risk Committee to determine the remuneration of the Company's Auditors.

Authority to allot shares

17. THAT the Directors be generally and unconditionally authorised under section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for, or to convert any security into, shares in the Company ("Rights"):

1. up to an aggregate nominal amount of £3,862,837.23; and
2. comprising equity securities (as defined in section 560(1) of the Companies Act 2006), up to an aggregate nominal amount of £7,725,674.46 (including within such limit any shares issued or rights granted under paragraph (a) above) in connection with an offer by way of a rights issue to:
3. 1. ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

1. holders of other equity securities, if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate in relation to fractional entitlements, record dates, treasury shares or any legal, regulatory or practical problems in, or under the laws of, any territory (including the requirements of any regulatory body or stock exchange) or any other matter; and

provided that such authority shall expire (unless previously renewed, varied or revoked by the Company in general meeting) on the earlier of 15 months from the date of the Annual General Meeting at which this Resolution is passed and the conclusion of the next Annual General Meeting of the Company, and in each case the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or Rights to be granted after the authority has expired and the Directors may allot shares or grant Rights in pursuance of any such offer or agreement notwithstanding that this authority has expired and all previous authorities to allot shares or grant Rights, to the extent unused, shall be revoked.

SPECIAL RESOLUTIONS

Disapplication of pre-emption rights

18. THAT, subject to the passing of Resolution 17 and in place of all existing powers, the Directors be generally empowered pursuant to section 570 and section 573 of the Companies Act 2006 to allot equity securities (as defined in section 560 of the Companies Act 2006) for cash, pursuant to the authority given by Resolution 17 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. This power shall be limited to:

1. the allotment of equity securities and/or sale of treasury shares in connection with an offer or issue of or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (b) of Resolution 17 above by way of rights issue only) to or in favour of: (i) ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and (ii) holders of other equity securities, if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities, and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate in relation to fractional entitlements, record dates, treasury shares or any legal, regulatory or practical problems in, or under the laws of, any territory (including the requirements of any regulatory body or stock exchange) or any other matter;
2. in the case of authority granted under paragraph (a) of Resolution 17 above, to the allotment of equity securities for cash or sale of treasury shares (otherwise than under paragraph (a) and (c) of this Resolution) up to an aggregate nominal amount of £1,158,851.17 and
3. when any allotment of equity securities is or has been made pursuant to paragraph (b) (a paragraph (b) allotment), the allotment of additional equity securities (also pursuant to the authority given under resolution 17(a) up to an aggregate nominal amount equal to 20% of the nominal amount of that paragraph (b) allotment, provided that any allotment pursuant to this paragraph (c) is for the

Bakkavor Group plc  |  Notice of Annual General Meeting 2023  |  03

PART II CONTINUED

purposes of a follow-on offer determined by the directors to be of a kind contemplated by paragraph 3 of section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of the notice of the meeting; and

this power shall expire (unless previously renewed, varied or revoked by the Company in general meeting) on the earlier of 15 months from the date of the Annual General Meeting at which this Resolution is passed and the conclusion of the next Annual General Meeting of the Company but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and/or treasury shares to be sold) after the power expires and the Directors may allot equity securities (and/or sell treasury shares) under any such offer or agreement as if the power had not expired.

19. THAT subject to the passing of Resolution 17, and in addition to any power granted under Resolution 18, the Directors be generally empowered pursuant to section 570 and section

573 of the Companies Act 2006 to allot equity securities (as defined in the Companies Act 2006) for cash, pursuant to the authority given by Resolution 17 and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561(1) of the Companies Act 2006 did not apply to any such allotment or sale. This power to be:

1. in the case of the authority granted under Resolution 17(a) (otherwise than pursuant to paragraph (b)), limited to the allotment of equity securities for cash or sale of treasury shares up to an aggregate nominal amount of £1,158,851.17, provided that the allotment is used only for the purposes of financing (or refinancing, if the power is to be used within twelve months after the original transaction) a transaction which the Directors determine to be an acquisition or specified capital investment of a kind contemplated by the Pre-Emption Group's Statement of Principles on Disapplying Pre-Emption Rights most recently published in November 2022 by the Pre-Emption Group prior to the date of this Notice of the Meeting;
2. when any allotment of equity securities is or has been made pursuant to paragraph (a) (a paragraph (a) allotment), the allotment of equity securities up to an aggregate nominal amount equal to 20% of the nominal amount of that paragraph (a) allotment, provided that any allotment pursuant to this paragraph (b) is for the purposes of a follow-on offer determined by the directors to be of a kind contemplated by paragraph 3 of section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of the notice of the meeting; and

such power to expire (unless previously renewed, varied or revoked by the Company in general meeting) on the earlier of 15 months from the date of the Annual General Meeting at which this Resolution is passed and the conclusion of the next Annual General Meeting of the Company, but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and/or treasury shares to be sold) after the power expires and the Directors may allot equity securities (and/or sell treasury shares) under any such offer or agreement as if the power had not expired.

Authority to purchase own shares

20. THAT the Company be generally and unconditionally authorised for the purpose of sections 693 and 701 of the Companies Act 2006 to make one or more market purchases (within the meaning of section 693(4) of the Companies Act 2006) of ordinary shares of £0.02 each in the capital of the Company upon such terms and in such manner as the Directors shall determine, provided that:

1. the maximum aggregate number of ordinary shares authorised to be purchased is 57,942,558;
2. the minimum price (exclusive of expenses) which may be paid for such ordinary shares is £0.02 per share;
3. the maximum price (exclusive of expenses) which may be paid for an ordinary share cannot be more than an amount equal to the higher of:
4. 1. 105% of the average of the closing middle market price for an ordinary share of the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately prior to the day on which the ordinary share is contracted to be purchased; and
   2. the higher of the price of the last independent trade and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out;
5. unless previously renewed, varied or revoked, the authority hereby conferred shall expire on the earlier of 15 months from the date of the Annual General Meeting at which this Resolution is passed and the conclusion of the next Annual General Meeting of the Company; and
6. the Company may make a contract or contracts to purchase ordinary shares under this authority prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority and may make a purchase of ordinary shares in pursuance of any such contract or contracts.

Notice of General Meetings

21. THAT a general meeting of the Company, other than an Annual General Meeting, may be called on not less than 14 clear days' notice.

BY ORDER OF THE BOARD OF DIRECTORS OF BAKKAVOR GROUP PLC ("THE BOARD")

Annabel Tagoe-Bannerman

Group General Counsel & Company Secretary 7 March 2023

Registered in England and Wales No. 10986940

Registered Office: Fitzroy Place, 5th Floor 8 Mortimer Street London, England W1T 3JJ

04|  Bakkavor Group plc  |  Notice of Annual General Meeting 2023

PART III

Bakkavor Group plc

EXPLANATORY NOTES TO THE RESOLUTIONS

The following pages give an explanation of the proposed Resolutions.

Resolutions 1 to 17 are proposed as Ordinary Resolutions. This means that for each of those Resolutions to be passed, more than half of the votes cast must be in favour of the Resolution.

Resolution 1: Annual Report and Accounts

The Directors are required to present to shareholders at the Annual General Meeting the Company's audited accounts and the Directors' and Auditors' reports for the year ended 31 December 2022 ("Annual Report and Accounts for the year ended 31 December 2022"). The accounts, the Directors' report and the Auditors' report on the accounts and on those parts of the Directors' remuneration report that are capable of being audited are contained within the Annual Report and Accounts for the year ended 31 December 2022.

Resolution 2: Directors' remuneration

This Resolution deals with the remuneration of the Directors and seeks approval of the report on the remuneration paid to the Directors during the year under review respectively.

The Company is required every year to ask shareholders to approve the Directors' Remuneration Report. This is set out on pages 132 to 151 of the Annual Report and Accounts for the year ended 31 December 2022. Resolution 2 is an advisory vote and the Directors' entitlement to remuneration is not conditional on it.

Resolution 3: Dividend

A final dividend of 4.16 pence per ordinary share for the 53 weeks ended 31 December 2022 is recommended by the Directors for payment to shareholders on the Register of Members at the close of business on Friday 28 April 2023. Subject to the approval of shareholders at the AGM on 31 May 2023, this dividend will be paid on Monday 5 June 2023.

Resolutions 4 to 14: Re-election of Directors

In accordance with the Code, all Directors should be subject to election by shareholders at the first Annual General Meeting after their appointment, and to annual re-election thereafter.

At the Annual General Meeting on 31 May 2023, all Directors will seek re-election. Separate Resolutions (Resolutions 4 to 14) are proposed for each Director's re-election.

The Company is also required to comply with provisions under the UK Listing Rules (the "Listing Rules") relating to controlling shareholders and the election and re-election of the independent Non-executive Directors. For the purposes of the Listing Rules, a controlling shareholder means any person who exercises or controls on their own or together with any person with whom they are acting in concert, 30% or more of the votes able to be cast on all or substantially all matters at general meetings of the Company. The aggregate shareholding in the Company of Carrion Enterprises Limited (corporate holding structure of Agust Gudmundsson), Umbriel Ventures Limited (corporate holding structure of Lydur Gudmundsson) and Lixaner Co Limited (an entity which is a concert party of Carrion Enterprises Limited and Umbriel Ventures Limited) is 50.2%. As such, the election or re-election of any independent Director by shareholders must be approved by a majority vote of both: (i) the shareholders of the Company; and

1. the independent shareholders of the Company (that is, the shareholders of the Company entitled to vote on the election of Directors who are not controlling shareholders of the Company).

Resolutions 4 to 14 are therefore being proposed as Ordinary Resolutions which all shareholders may vote on, but in addition, the Company will separately count the number of votes cast by independent shareholders in favour of the Resolution (as a proportion of the total votes of the independent shareholders cast on the Resolution) to determine whether the second threshold referred to in (ii) in the previous paragraph has been met. The Company will announce the results of Resolutions 4 to 14 on this basis as well as announcing the results of the Ordinary Resolutions of all shareholders.

Under the Listing Rules, if a Resolution to re-elect an independent Director is not approved by majority vote of both the shareholders as a whole and the independent shareholders, the Company may propose a further Resolution to re-elect that Director between 90 and 120 days from the date of the original vote. Accordingly, if any of Resolutions 4 to 14 are not approved by a majority of the independent shareholders at the Annual General Meeting, the relevant Director will be treated as having been re-elected only from the period of the date of the Annual General Meeting to the earlier of: (i) the close of any general meeting of the Company, convened for a date more than 90 days after the Annual General Meeting but within 120 days of the Annual General Meeting, to propose a further Resolution to re-elect him or her; (ii) the date which is 120 days after the Annual General Meeting; and (iii) the date of any announcement by the Board that it does not intend to hold a second vote. In the event that the Director's re-election is approved by a majority vote of all shareholders at a second meeting, the Director will then be re-elected until the next Annual General Meeting.

In 2022, an internal review of the Board and Committees was undertaken. The evaluation process was facilitated by our Company Secretarial team and consisted of a questionnaire that was completed by each of the Company's Board and Committee members.

The review found that the Company operated an efficient and effective Board and Committees and that the Board's composition is well-balanced in terms of the skills, knowledge, experience and expertise required in order to perform its role appropriately. The Company's refreshed values, linked to the Group strategy, will continue to be a central focus of the Board.

The Committees were also evaluated and, overall, were considered to function well in terms of their effectiveness, decision-making and the rigorous way they addressed all issues brought to their attention. The performance of each Director was effective, and both the Board and its Committees continued to provide effective leadership and exert the required levels of governance and control and the Chairman was considered to provide robust leadership for the Board.

More details about the internal Board evaluation can be found on page 111 of the Annual Report and Accounts.

The Board confirms that all Directors standing for re-election at the Annual General Meeting continue to be effective and demonstrate commitment to their roles.

The Nomination Committee considers the appointment and replacement of Directors subject to the rules set out in the Company's Articles of Association. The Nomination Committee will normally engage an independent search consultant with no connection to the Group or any individual Director to find appropriate candidates for the Board with the requisite skills, and in doing so, takes account of relevant guidelines and legislation relating to the appointment of individuals to Board. The Nomination Committee may also consider candidates introduced to the Company from other sources.

Bakkavor Group plc  |  Notice of Annual General Meeting 2023  |  05