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ASSOCIATED BRITISH FOODS PLC (incorporated and registered in England and Wales under number 00293262) NOTICE OF ANNUAL GENERAL MEETING THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE AttENTION If you are in any doubt as to the action you should take, you are Notice of the annual general meeting of Associated British Foods plc recommended to seek your own independent financial advice to be held at 11.00 am on Friday 9 December 2011 at Congress from a stockbroker, bank manager, solicitor, accountant or Centre, 28 Great Russell Street, London WC1B 3LS is set out in other financial advisor authorised under the Financial Services this document. and Markets Act 2000. A Form of Proxy for use at the annual general meeting is enclosed. If you have sold or otherwise transferred all of your Associated To be valid, the Form of Proxy should be completed and returned British Foods plc shares, please send this document, together with in accordance with the instructions to Equiniti at Aspect House, the accompanying documents (but not the personalised Form of Spencer Road, Lancing BN99 6GU as soon as possible but in any Proxy), as soon as possible to the purchaser or transferee, or to event so as to arrive not later than 11.00 am on Wednesday, the stockbroker, bank or other agent through whom the sale or 7 December 2011. transfer was effected, for delivery to the purchaser or transferee. Associated British Foods Notice of Meeting 2011 2 Notice of meeting NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN thAT the Ordinary business To propose and, if thought fit, to pass the seventy-siXth AnnUAL GenerAL following resolutions as ordinary resolutions: Meeting OF AssociAteD British Resolution 1 FooDS PLC (the ‘ComPAny’) wiLL To receive the accounts and the reports of the be heLD AT Congress Centre, directors and the auditors thereon for the year 28 GREAT RUsseLL Street, LonDon ended 17 September 2011. WC1B 3LS on FriDAY 9 December Resolution 2 2011 AT 11.00 AM TO trAnsAct To receive and approve the directors’ Remuneration report for the year ended the FOLLowing BUsiness >> 17 September 2011. Resolution 3 That a final dividend of 16.85p per ordinary share be paid on 13 January 2012 to holders of ordinary shares on the register of shareholders of the Company at the close of business on 9 December 2011. Resolution 4 To re-elect Charles Sinclair as a director. Resolution 5 To re-elect George G Weston as a director. Resolution 6 To re-elect John Bason as a director. Resolution 7 To re-elect Timothy Clarke as a director. Resolution 8 To re-elect Lord Jay of Ewelme as a director. Resolution 9 To re-elect Javier Ferrán as a director. Resolution 10 To re-elect Peter Smith as a director. Resolution 11 To reappoint KPMG Audit Plc as auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which accounts are laid before the shareholders, and to authorise the directors to determine their remuneration. Associated British Foods Notice of Meeting 2011 Notice of meeting 3 Special business require shares to be allotted or Rights to be (b) the allotment (otherwise than pursuant to To propose and, if thought fit, to pass the granted after such expiry and the directors sub-paragraph (a) of this Resolution 13) to following resolution as an ordinary resolution: shall be entitled to allot shares and grant Rights any person or persons of equity securities pursuant to any such offer or agreement as up to an aggregate nominal amount of Resolution 12 if this authority had not expired; and all £2,200,000, THAT the directors be and they are hereby unexercised authorities previously granted to generally and unconditionally authorised and shall expire upon the expiry of the general the directors to allot shares and grant Rights in accordance with section 551 of the authority conferred by Resolution 12 above, be and are hereby revoked. Companies Act 2006 to exercise all the save that the Company shall be entitled to powers of the Company to allot shares in the To propose the following resolutions as make offers or agreements before the expiry Company and to grant rights to subscribe for, special resolutions: of such power which would or might require or to convert any security into, shares in the equity securities to be allotted after such Resolution 13 Company (‘Rights’): expiry and the directors shall be entitled to THAT, subject to the passing of Resolution 12 allot equity securities pursuant to any such (a) up to an aggregate nominal amount of above, the directors be and they are hereby offer or agreement as if the power conferred £14,900,000; and empowered pursuant to section 570 and hereby had not expired. section 573 of the Companies Act 2006 to (b) up to a further aggregate nominal amount allot equity securities (within the meaning of Resolution 14 of £14,900,000 provided that (i) they are section 560 of that Act) for cash either pursuant THAT a general meeting, other than an annual equity securities (within the meaning of to the authority conferred by Resolution 12 general meeting, may be called on not less section 560(1) of the Companies Act 2006) above or by way of a sale of treasury shares than 14 clear days’ notice. and (ii) they are offered by way of a rights as if section 561(1) of that Act did not apply issue to holders of ordinary shares on the By order of the board to any such allotment provided that this power register of members at such record dates shall be limited to: Paul Lister as the directors may determine where the Company Secretary equity securities respectively attributable (a) the allotment of equity securities in 8 November 2011 to the interests of the ordinary shareholders connection with an offer of securities (but are proportionate (as nearly as may be in the case of the authority granted under Weston Centre practicable) to the respective numbers of paragraph (b) of Resolution 12 by way of l0 Grosvenor Street ordinary shares held by them on any such rights issue only) in favour of the holders of London W1K 4QY record dates, subject to such exclusions or ordinary shares on the register of members Registered in England and Wales other arrangements as the directors may at such record date as the directors may Company No. 00293262 deem necessary or expedient to deal with determine where the equity securities treasury shares, fractional entitlements or respectively attributable to the interests of legal or practical problems arising under the ordinary shareholders are proportionate the laws of any overseas territory or the (as nearly as may be practicable) to the requirements of any regulatory body or respective numbers of ordinary shares held stock exchange or by virtue of shares being by them on any such record dates, subject represented by depositary receipts or any to such exclusions or other arrangements other matter, as the directors may deem necessary or expedient to deal with treasury shares, provided that this authority shall expire on the fractional entitlements or legal or practical date of the next annual general meeting of the problems arising under the laws of any Company or, if earlier, on 31 December 2012, overseas territory or the requirements of save that the Company shall be entitled to any regulatory body or stock exchange or make offers or agreements before the expiry by virtue of shares being represented by of such authority which would or might depositary receipts or any other matter; and Associated British Foods Notice of Meeting 2011 4 Notice of meeting Notes 1. Resolution 3 (Dividend) 3. Resolutions 12 and 13 In December 2008, the Association of British A final dividend for the year ended (Renewal of directors’ powers to Insurers (‘ABI’) revised its guidelines on 17 September 2011 of 16.85p per ordinary allot shares and disapplication of directors’ authority to allot shares (in line with share is recommended by the directors and statutory pre-emption rights) the recommendations of the report issued in is put to shareholders for their approval. If Resolution 12 deals with the directors’ November 2008 by the Rights Issue Review approved, the dividend will be paid on authority to allot shares. Group). The guidelines state that ABI members 13 January 2012 to holders of ordinary will permit, and treat as routine, resolutions At the last AGM of the Company held on shares on the register of shareholders of seeking authority to allot shares representing Friday 10 December 2010, the directors were the Company at the close of business on up to two thirds of the Company’s issued given authority to allot ordinary shares in the 9 December 2011 making a total dividend in share capital. The guidelines provide that the capital of the Company respect of the year ended 17 September 2011 extra routine authority (that is the authority of 24.75p per ordinary share. In accordance (a) up to an aggregate nominal amount of to allot shares representing the additional one with the Articles of Association of the £14,900,000; and third of the Company’s issued share capital) Company, the shareholders cannot resolve can only be used to allot shares pursuant to (b) up to a further aggregate nominal amount to pay an amount greater than that a fully pre-emptive rights issue. of £14,900,000 recommended by the directors. In light of these guidelines, the board provided that (i) they were equity securities 2. Resolutions 4 to 10 (Re-election considers it appropriate that directors be (within the meaning of section 560(1) of the of directors) granted authority to allot shares in the capital Companies Act 2006) and (ii) they were The UK Corporate Governance Code of the Company up to a maximum nominal offered by way of a rights issue to holders of recommends that all directors should be amount of £29,800,000 representing the ordinary shares on the register of members at subject to annual election by shareholders.

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