Premier Foods : Form of Proxy

Premier Foods plc

Annual General Meeting 2024

Thursday 18 July 2024 at 11.00 am

IMPORTANT INFORMATION

Notice of Availability

This

year's

Annual General

Meeting

("AGM")

will

be

held

at

11.00

am

on

Thursday

18

July

2024

at

The

annual

report

for

the

52 weeks ended

30

Premier

Food

plc's

(the

"Company") offices

at

March 2024

and

the

Notice of AGM

2024

are

now

Premier

House,

Centrium

Business

Park,

Griffiths

available

to

be

viewed

and

downloaded

on

the

Way,

St

Albans, Hertfordshire, AL1 2RE, and

Company's website: www.premierfoods.co.uk.

we

look

forward

to

welcoming those

shareholders

who

are

able

to

attend.

In

addition,

shareholders

If you

wish

to

receive

electronic

communications

will

also

be able to view proceedings via a

live

and

manage your shareholding

online

please visit

the

videocast, details of which are set out in the Notice of

website

of

our

Registrar,

Equiniti

at

Meeting. Attendance at the AGM will be restricted to

www.shareview.co.uk.

shareholders only and no guests will be permitted to

attend.

As always, if shareholders are unable to attend the AGM in person, they are strongly encouraged to submit their votes by proxy.

vote

Premier Foods plc

Form of Proxy

Shareholder Reference Number

I/We, the undersigned, being a member of Premier Foods plc, hereby appoint the Chair 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 Thursday 18 July 2024 and at any adjournment thereof.

You may also choose to submit your proxy vote electronically at www.shareview.co.uk using the Shareholder Reference number above.

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

Resolutions

For

Against

Withheld

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

1. To receive the 2023/24 annual report.
2. To approve the Directors' Remuneration Report.
3. To approve a final dividend.
4. To elect Malcolm Waugh 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 Roisin Donnelly as a director.
9. To re-elect Tim Elliott as a director.
10. To re-elect Tania Howarth as a director.
11. To re-elect Helen Jones as a director.
12. To re-elect Yuichiro Kogo as a director.
13. To re-elect Lorna Tilbian as a director.
14. To reappoint PricewaterhouseCoopers LLP as auditor.
15. To approve the remuneration of the auditor.
16. To approve the authority to make political donations.
17. To approve the 2024 Sharesave Plan.
18. To approve the authority to allot shares.
19. To approve the authority to disapply pre-emption rights.
20. To approve the authority to disapply pre-emption rights for an acquisition or a specified capital investment.
21. To approve the notice period for general meetings.
    Signature

Date

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

If at

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

Equiniti

Aspect House

Spencer Road

LANCING

BN99 8GZ

AFFTTDFDTTAFAFDAFTDAATFTAATFFTDTFTDA

Business Reply Plus Licence Number RTAT-HBCL-RXHK

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. 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 to appoint the Chair of the meeting. To appoint someone other than the Chair of the meeting as your proxy, please delete the words "Chair 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.shareview. 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 11.00 am on Tuesday 16 July 2024. 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 11.00 am on Tuesday 16 July 2024. 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.
6. 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.

1. 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 11.00 am on Tuesday 16 July 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.
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 6.30 pm on Tuesday 16 July 2024, 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 6.30 pm on Tuesday 16 July 2024, 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.

Location of the AGM: the Company offices at Premier House, Centrium Business Park, Griffiths Way, St Albans, Hertfordshire, AL1 2RE. From St Albans City Rail Station, the journey to Premier House is 10-15 minutes by taxi. If you have any difficulties, you can call the Company's Reception on 01727 815 850 for directions.