Important Notice In light of the COVID-19 pandemic, there are significant changes to the usual arrangements for the annual general meeting (‘AGM’) this year and regrettably, shareholders are unable to attend the AGM in person. To ensure that your vote is counted, shareholders are advised to appoint the Chair of the meeting as their proxy by completing and submitting the hard copy proxy form or appointing a proxy online. Further details on how to vote are set out in the Letter from the Chairman. In order for your vote to be counted at the AGM, your proxy appointment must be received by 11.00 am on Wednesday, 2 December 2020.

NOTICE OF ANNUAL GENERAL MEETING 2020

Friday, 4 December 2020 at 11.00 am

This document is important and requires your immediate attention.

If you are in any doubt as to the action you should take, you are recommended to seek your own independent financial advice from a stockbroker, bank manager, solicitor, accountant, or other financial adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the UK or, if you reside elsewhere, another appropriately authorised financial adviser. If you have sold or otherwise transferred all of your shares in Associated British plc, please send this document, together with the accompanying documents (but not the personalised form of proxy), as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. PLC (incorporated and registered in England and Wales under number 293262) Letter from the Chairman

Dear Shareholder Annual general meeting 2020 I am writing to you regarding the 2020 annual general meeting (‘AGM’) of Associated British Foods plc (the ‘Company’) to be held at Weston Centre, 10 Grosvenor Street, W1K 4QY at 11.00 am on Friday, 4 December 2020. Important information about the AGM this year Unfortunately, as a consequence of the COVID-19 pandemic, we are not able to conduct this year’s AGM in the usual way. The health, safety and welfare of our shareholders, employees and the broader community is of paramount importance. With this in mind, and in accordance with the provisions of the Corporate Insolvency and Governance Act 2020, the AGM will be held as a closed meeting and regrettably shareholders are unable to attend in person. We will arrange for the necessary quorum to be in attendance so that the meeting is able to conduct its business and shareholders and others will not be granted access to the AGM in person. However, we intend to broadcast the AGM live on the web and via a telephone link on the day and shareholders are able to ask questions in advance of the meeting. To ensure that your vote is counted, shareholders are strongly advised to appoint the Chair of the meeting as their proxy either using the hard copy proxy form or electronically. Proxy appointments must be received by the Company by 11.00 am on 2 December 2020. We will continue to review our AGM arrangements in light of the latest Government guidance, and therefore shareholders are encouraged to monitor the AGM 2020 page of the Company’s website (www.abf.co.uk/agm) for any updates. Broadcast of the meeting and shareholder questions The AGM is an important event in our calendar as it provides the board of the Company (the ‘Board’) with the opportunity to discuss the Company’s performance and other important matters with you, as well as responding to your questions. We are disappointed that the circumstances preclude us from holding the AGM as usual, however the Board is keen to ensure that shareholders continue to engage with the Company and are able to ask questions in advance of the meeting. As such, it is our intention that the AGM will be broadcast live on the web and via a telephone link on the day. As usual, the AGM will include management presentations. Please refer to page 15 for further details and a step-by-step guide on how to access the broadcast of the AGM. That guide also contains details as to how you can access the broadcast if you hold your shares through a nominee or custodian account. Please note the broadcast is provided for information purposes only and shareholders will not be able to actively participate in or form part of the meeting. In particular, shareholders will not be able to vote on the day of the AGM and should appoint a proxy in advance so that their vote is counted. Questions to the Board can be submitted in advance of the meeting by post (Attention: AGM – Company Secretary, Associated British Foods plc, Weston Centre, 10 Grosvenor Street, London W1K 4QY) or by email ([email protected]). If shareholders require a response to a question prior to the proxy voting deadline, please ensure that the question is received by the Company by 6.00 pm on 20 November 2020, in which case the Company will endeavour to respond to the shareholder by 27 November 2020. Please ensure that you include your name and Shareholder Reference Number (as shown on your proxy form and Notice of Availability) and, if your question is by post, the address to which a response should be sent. A selection of answers to commonly asked questions, grouped by theme, will be available on the website (www.abf.co.uk/agm) in advance of the AGM. At the AGM, the key themes and issues arising from questions received will be discussed. Business of the meeting You will find the formal Notice of AGM on pages 4 and 5 of this document and this sets out the business to be considered at the meeting. Explanatory notes to the resolutions are provided on pages 5 to 10 of this document. If you have elected to receive information from the Company in hard copy, you will have received the annual report and accounts for 2020 with this document. Shareholders who have not elected to receive hard copy documents can view or download the annual report from our website at www.abf.co.uk.

2 Associated British Foods plc Notice of Annual General Meeting 2020 Voting by proxy As always, your vote is important to us. Given the circumstances, shareholders are strongly advised to appoint a proxy to vote on their behalf and are strongly advised to appoint the Chair of the meeting as their proxy to ensure that their vote can be cast at the meeting. A shareholder can appoint a proxy: • by completing and submitting a hard copy proxy form (which is enclosed with this document) by post and returning it to the Company’s Registrar, Equiniti, Spencer Road, Lancing BN99 6DA. A pre-paid envelope accompanies this document; or • by completing the online form at www.sharevote.co.uk and following the on-screen instructions to submit it. Please note that shareholders will need to identify themselves with the voting ID, task ID and shareholder reference number printed on the hard copy form of proxy which is enclosed with this document; or • in the case of shareholders who have already registered with Equiniti’s online portfolio service, Shareview, by logging on to their portfolio at www.shareview.co.uk and clicking on the link to vote. Proxy appointments should be completed as soon as possible and must be received by 11.00 am on 2 December 2020. Full guidance on proxy voting (which includes the ability to lodge proxies electronically) is set out in shareholder note 2 on pages 11 and 12 of this document. Proxies cannot be appointed after that time and there will be no facility to vote on the day of the AGM. Recommendation The Board considers that the resolutions to be put to the AGM 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 own beneficial holdings, which, as at 30 October 2020 (being the last practicable date prior to publication of this document) amount in aggregate to 4,367,208 ordinary shares, representing approximately 0.55% of the ordinary shares currently in issue. On behalf of the Board, I would like to thank you for your continued support and understanding in these exceptional times. Yours faithfully

Michael McLintock Chairman 3 November 2020

Notice of Annual General Meeting 2020 Associated British Foods plc 3 Notice of Annual General Meeting 2020

NOTICE IS HEREBY GIVEN that the Resolution 11 Resolution 14 eighty-fifth annual general meeting Reappointment of auditor Directors’ authority to allot shares of Associated British Foods plc To reappoint Ernst & Young LLP as THAT the directors be and they are (‘the Company’) will be held at auditor of the Company (the ‘Auditor’) hereby generally and unconditionally Weston Centre, 10 Grosvenor Street, to hold office from the conclusion of authorised in accordance with section London W1K 4QY on Friday 4 the AGM until the conclusion of the 551 of the Companies Act 2006 to December 2020 (‘the AGM’) next annual general meeting. exercise all of the powers of the Company at 11.00 am to transact the to allot shares in the Company and to Resolution 12 following business: grant rights to subscribe for, or to convert Auditor’s remuneration any security into, shares in the Company To consider and, if thought fit, pass To authorise the Audit Committee of (‘Rights’): the following resolutions, of which the Board to determine the Auditor’s resolutions 1 to 14 will be proposed remuneration. (a) up to an aggregate nominal amount as ordinary resolutions and resolutions of £14,900,000; and Resolution 13 15 to 17 will be proposed as Political donations or expenditure (b) up to a further aggregate nominal special resolutions. THAT in accordance with section 366 and amount of £14,900,000 provided Resolution 1 section 367 of the Companies Act 2006, that: Annual report and accounts the Company and all companies that are (i) they are equity securities (within To receive the accounts and the its subsidiaries at any time during the the meaning of section 560(1) of reports of the directors and the auditor period for which this resolution is the Companies Act 2006); and thereon for the financial year ended effective be and are hereby authorised to: 12 September 2020. (ii) they are offered by way of a (a) make political donations to political rights issue to holders of ordinary Resolution 2 parties or independent election shares on the register of Directors’ Remuneration report candidates not exceeding £100,000 members at such record dates To approve the Directors’ Remuneration in aggregate in any financial year; as the directors may determine report set out in the Company’s annual (b) make political donations to political where the equity securities report and accounts for the financial year organisations other than political respectively attributable to ended 12 September 2020. parties not exceeding £100,000 in the interests of the ordinary Resolution 3 aggregate in any financial year; and shareholders are proportionate To re-elect Emma Adamo as a director. (as nearly as may be practicable) (c) incur political expenditure not to the respective numbers of Resolution 4 exceeding £100,000 in aggregate ordinary shares held by them on To re-elect Graham Allan as a director. in any financial year, any such record dates, subject Resolution 5 (as such terms are defined in the to such exclusions or other To re-elect John Bason as a director. Companies Act 2006) in each case during arrangements as the directors the period beginning with the date of may deem necessary or Resolution 6 passing this resolution and ending at the expedient to deal with treasury To re-elect Ruth Cairnie as a director. earlier of the conclusion of next year’s shares, fractional entitlements or Resolution 7 annual general meeting or at close of legal or practical problems arising To re-elect Wolfhart Hauser as a director. business on 3 March 2022 provided under the laws of any overseas that the aggregate expenditure under territory or the requirements of Resolution 8 paragraphs (a), (b) and (c) shall not any regulatory body or stock To re-elect Michael McLintock as exceed £100,000 in total. exchange or by virtue of shares a director. being represented by depositary Resolution 9 receipts or any other matter, To re-elect Richard Reid as a director. provided that this authority shall expire at Resolution 10 the conclusion of the next annual general To re-elect George Weston as a director. meeting of the Company or, if earlier, on 3 March 2022, save that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require shares to be allotted or Rights to be granted after such expiry and the directors shall be entitled to allot shares and grant Rights pursuant to any such offer or agreement as if this authority had not expired.

4 Associated British Foods plc Notice of Annual General Meeting 2020 Explanatory notes to the resolutions

Resolution 15 and shall expire upon the expiry of the Notes to resolution 1 Special resolution: general authority conferred by resolution Annual report and accounts Disapplication of pre-emption rights 14, save that the Company shall be The Board asks shareholders to receive THAT if resolution 14 is passed, entitled to make offers or agreements the reports of the directors and the the directors be and they are hereby before the expiry of such power which auditor and the accounts for the year authorised pursuant to section 570 and would or might require equity securities ended 12 September 2020. These section 573 of the Companies Act 2006 to be allotted after such expiry and the accounts are sent to shareholders on to allot equity securities (within the directors shall be entitled to allot equity 5 November 2020. meaning of section 560 of that Act) for securities pursuant to any such offer or Notes to resolution 2 cash pursuant to the authority conferred agreement as if the power conferred Directors’ Remuneration report by resolution 14 and by way of a sale hereby had not expired. Resolution 2 seeks shareholder approval of treasury shares as if section 561(1) Resolution 16 for the Directors’ Remuneration report of that Act did not apply to any such Special resolution: which is set out on pages 110 to 121 allotment provided that this power Notice of general meetings of the annual report and accounts 2020 shall be limited to: THAT a general meeting, other than an and which gives details of directors’ (a) the allotment of equity securities or annual general meeting, may be called remuneration paid for the year ended sale of treasury shares in connection on not less than 14 clear days’ notice. 12 September 2020 in accordance with with an offer of securities (but in the the remuneration policy approved by Resolution 17 case of the authority granted under shareholders at the 2019 AGM. The Special resolution: paragraph (b) of resolution 14 by Auditor has audited those parts of the Amendments to articles of association way of rights issue only) in favour Directors’ Remuneration report that are THAT, with effect from the end of the of the holders of ordinary shares required to be audited. AGM, the articles of association produced on the register of members at to the meeting and signed by the This resolution is advisory in nature, such record dates as the directors Chairman for the purpose of identification, meaning that payments and benefits may determine where the equity are adopted as the articles of association made or promised to directors would securities respectively attributable of the Company in substitution for, and to not have to be repaid or withheld to the interests of the ordinary the exclusion of, the Company’s existing should the resolution not be passed. shareholders are proportionate articles of association. (as nearly as may be practicable) The directors’ remuneration policy is to the respective numbers of By order of the Board not required to be approved at this ordinary shares held by them on any year’s AGM, having been approved by Paul Lister such record dates, subject to such shareholders last year. The policy will Company Secretary exclusions or other arrangements be put to shareholders again no later than 3 November 2020 as the directors may deem the company’s annual general meeting necessary or expedient to deal Weston Centre in 2022. with treasury shares, fractional 10 Grosvenor Street London W1K 4QY entitlements or legal or practical Registered in England and Wales problems arising under the laws Company No. 293262 of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of ordinary shares being represented by depositary receipts or any other matter; and (b) the allotment of equity securities or sale of treasury shares (otherwise than pursuant to sub-paragraph (a) of this resolution 15) to any person or persons up to an aggregate nominal amount of £2,200,000,

Notice of Annual General Meeting 2020 Associated British Foods plc 5 Explanatory notes to the resolutions

Notes to resolutions 3 to 10 Under the Listing Rules certain members In the event that the director’s re-election Re-election of directors of the who hold shares in is approved by a majority vote of all The UK Corporate Governance Code Associated British Foods (including two of shareholders at a second meeting, the provides for all directors of companies the Company’s directors, George Weston director will then be re-elected until the with a premium listing to be subject to and Emma Adamo) are treated as acting next AGM. annual re-election by shareholders. in concert with Wittington and are The Company is also required to provide Accordingly, all members of the Board are therefore also treated as controlling details of: (i) any previous or existing standing for re-election. Resolutions 3 to shareholders for the purposes of these relationship, transaction or arrangement 10 relate to the re-election of directors voting requirements. Therefore, the votes between an independent director and the who have served for the entire period of these individuals will also be excluded Company, its directors, any controlling since the last AGM. when calculating the votes of the shareholder or any associate of a independent shareholders. Biographical details for the directors controlling shareholder; (ii) why the (together with the reasons why their Resolutions 4, 6, 7 and 9 are therefore Company considers the proposed contributions are, and continue to be, being proposed as ordinary resolutions independent director will be an effective important to the Company’s long-term which all shareholders may vote on, but director; (iii) how the Company has sustainable success) are set out on in addition, the Company will separately determined that the proposed director pages 7 to 9. count the number of votes cast by is an independent director; and (iv) the independent shareholders in favour of process by which the Company has Resolutions 4, 6, 7 and 9 relate to the the resolution (as a proportion of the total selected each independent director. re-election of Graham Allan, Ruth Cairnie, votes of independent shareholders cast These details are provided for the Wolfhart Hauser and Richard Reid on the resolution) to determine whether independent directors as part of their respectively, who are the directors the second threshold referred to in (2) has respective biographies as set out on the that the Board has determined are been met. The Company will announce following pages. The Company has independent directors for the purposes the results of the resolutions on this basis received confirmation from each of the of the UK Corporate Governance Code. as well as announcing the results of the independent directors that, except as Under the Listing Rules, because ordinary resolutions of all shareholders. already disclosed, there is no existing Limited or previous relationship, transaction (‘Wittington’), and through its control Under the Listing Rules, if a resolution or arrangement that the independent of Wittington, the Garfield Weston to re-elect an independent director directors have or have had with the Foundation, is a controlling shareholder is not approved by a majority vote of Company, its directors, any controlling of the Company (that is it exercises or both the shareholders as a whole and shareholder or any associate of a controls more than 30% of the voting the independent shareholders of the controlling shareholder. rights of the Company), the election or Company at the AGM, a further resolution re-election of any independent director may be put forward to be approved by by shareholders must be approved by the shareholders as a whole at a meeting a majority vote of both: which must be held more than 90 days after the date of the first vote but within (1) the shareholders of the Company; 120 days of the first vote. Accordingly, and if any of resolution 4, 6, 7 or 9 is not (2) the independent shareholders approved by a majority vote of the of the Company (that is the Company’s independent shareholders at shareholders of the Company the AGM, the relevant director(s) will be entitled to vote on the election of treated as having been re-elected only for directors who are not controlling the period from the date of the AGM until shareholders of the Company). the earlier of: (i) the close of any general meeting of the Company, convened for a date more than 90 days after the AGM but within 120 days of the AGM, to propose a further resolution to re-elect the director; (ii) the date which is 120 days after the AGM; and (iii) the date of any announcement by the Board that it does not intend to hold a second vote.

6 Associated British Foods plc Notice of Annual General Meeting 2020 Directors’ biographies Committee membership Member of the Audit Committee John Bason Finance Director Emma Adamo Member of the Nomination Committee Non-executive director John was appointed as Finance Director Member of the Remuneration in May 1999. He has extensive Committee Emma was appointed a director in international business experience and December 2011. She was educated at Other appointments an in-depth knowledge of the industry. Stanford University and has an MBA Senior Independent Director of He was previously the finance director of from INSEAD in France. Group plc plc and is a member of the Institute of Chartered Accountants in England Emma is not considered independent Independent non-executive director and Wales. by the Board in view of her relationship of InterContinental Hotels Group PLC with Wittington Investments Limited, Other appointments Non-executive Chairman of Nando’s the Company’s majority shareholder. Senior Independent Director of Holdings Limited She was appointed in 2011 to represent Group PLC this shareholding on the Board. Non-executive Chairman of Bata Chairman of the charity FareShare Other appointments International, a privately owned Director of Wittington Investments wholesaler and retailer Contribution and reasons for re-election Limited Member, Business Council of IKANO John has been Finance Director of the Pte Ltd Deputy Chair of the W. Garfield Weston Company for 21 years, in which time Foundation in Canada Board member of Kuwait Company the group has gone through a period Contribution and reasons for Americana KSCC of significant expansion through a combination of acquisitions and organic re-election Contribution and reasons for growth. John’s significant financial and Emma has broad insights on a range of re-election international experience, combined issues of relevance to the Company’s Graham has extensive experience in with his deep understanding of the businesses from her roles as director of multinational food, retail and fast moving businesses in the group and the markets entities with a wide range of retail consumer goods businesses across a in which they operate, means that he business, real estate and charitable range of jurisdictions, particularly from his continues to contribute greatly to the interests. Emma’s performance continues previous roles in Dairy Farm and Yum! long-term success of the group. to be effective and she makes a valuable Restaurants International, which have contribution to the Board, demonstrating activities in many of the countries in full commitment to the role, including which the Company’s subsidiaries Ruth Cairnie Independent non-executive director devoting an appropriate amount of time operate. Graham makes an important to the role. contribution to the Board, including Ruth was appointed a director in May through his role on the Audit, Nomination 2014 and has been Senior Independent Graham Allan and Remuneration Committees, and has Director since 7 December 2018. Ruth Independent non-executive director committed an appropriate amount of was formerly Executive Vice President time to the role. Graham was appointed a director in Strategy & Planning at September 2018. Graham was formerly Selection and independence plc. This role followed a number of senior the Group Chief Executive of Dairy Farm The independent executive search international roles within Shell, including International Holdings Limited, a consulting firm, Spencer Stuart, was Vice President of its Global Commercial pan-Asian retailer. Prior to joining Dairy engaged in the selection of a new Fuels business. Ruth has also held a Farm, he was President and Chief independent non-executive director. number of non-executive directorships Executive Officer at Yum! Restaurants Following a rigorous process of including on the boards of Keller Group International. Graham has previously held interviews and assessments, the plc, ContourGlobal plc and Rolls-Royce various senior positions in multinational Nomination Committee recommended Holdings plc. the appointment of Graham to the Board food and beverage companies with Committee membership and the Board approved his appointment operations across the globe and has Chair of the Remuneration Committee lived and worked in Australia, Asia, with effect from 5 September 2018. Member of the Audit Committee the US and Europe. Graham’s independence was determined by reference to the relevant provisions Member of the Nomination Committee of the UK Corporate Governance Code. Other appointments The Board is satisfied that Graham is Director and Chair of Babcock independent in character and judgement International Group PLC and that there are no relationships or circumstances which are likely to affect, Industry Chair of POWERful Women, or could appear to affect, his judgement. a professional initiative to advance gender diversity in the energy sector

Notice of Annual General Meeting 2020 Associated British Foods plc 7 Explanatory notes to the resolutions

Contribution and reasons for Committee membership Committee membership re-election Member of the Audit Committee Chair of the Nomination Committee Ruth has extensive overseas experience, Member of the Nomination Committee Member of the Remuneration in particular from her international Committee marketing and supply chain management Member of the Remuneration experience from her roles at Shell, as Committee Other appointments well as experience from board positions Trustee of the Grosvenor Estate Other appointments at other leading UK listed companies. Senior Independent Director of RELX PLC Non-executive Chairman of Grosvenor Ruth makes an effective and valuable Group Limited contribution to the Board, including Contribution and reasons for through her role as Senior Independent re-election Member of the advisory board of Director, Chair of the Remuneration Wolfhart has a strong track record of Spencer Stuart Committee and member of the Audit driving profitable growth and value Member of the advisory board of and Nomination Committees, and creation in a large international Bestport Private Equity Limited demonstrates commitment, including organisation as well as significant board devoting an appropriate amount of time, experience of major UK listed companies. Member of the Takeover Appeal Board to the role. Wolfhart makes an effective and valuable Contribution and reasons for contribution to the Board, including Selection and independence re-election through his role on the Audit, Nomination The independent executive search Michael has strong leadership skills, and Remuneration Committees, and consulting firm, Spencer Stuart, was combined with an in-depth knowledge demonstrates commitment, including engaged in the selection of a new of the financial sector and proven devoting an appropriate amount of time, independent non-executive director. experience of growing businesses. to the role. This combination of skills, knowledge Following a rigorous process of Selection and independence and experience makes Michael a very interviews and assessments, the The process followed by the Company effective Chairman both in terms of Nomination Committee recommended for Wolfhart’s selection involved the getting the most out of the Board and the appointment of Ruth to the Board engagement of external recruitment in terms of interactions with investors. and the Board approved her appointment consultants, Spencer Stuart, who with effect from 1 May 2014. conducted a thorough search and Richard Reid Ruth’s independence was determined identified a number of high-quality Independent non-executive director by reference to the relevant provisions candidates. The Nomination Committee of the UK Corporate Governance Code. recommended the appointment of Richard was appointed a director in The Board is satisfied that Ruth is Wolfhart to the Board and the Board April 2016. He was formerly a partner at independent in character and judgement approved his appointment with effect KPMG LLP (‘KPMG’), having joined the and that there are no relationships or from 14 January 2015. firm in 1980. From 2008, Richard served circumstances which are likely to affect, as London Chairman at KPMG until The Board considered Wolfhart’s or could appear to affect, her judgement. he retired from that role and KPMG in independence by reference to the September 2015. Previously, Richard relevant provisions of the UK Corporate was KPMG’s UK Chairman of the High Wolfhart Hauser Governance Code. The Board is satisfied Independent non-executive director Growth Markets group and Chairman that Wolfhart is independent in character of the firm’s Consumer and Industrial and judgement and that there are no Wolfhart was appointed a director in Markets group. relationships or circumstances which are January 2015. Starting his career with likely to affect, or could appear to affect, Committee membership various research activities, he went on his judgement. Chair of the Audit Committee to establish and lead a broad range of successful international service industry Member of the Nomination Committee businesses. He was Chief Executive of Michael McLintock Chairman Member of the Remuneration Intertek Group plc for ten years until he Committee retired from that role and the board in Michael was appointed a director in May 2015. He was previously Chief Other appointments November 2017 and Chairman in April Executive Officer and President of TÜV Chairman of National Heart and Lung 2018. He was formerly chief executive of Süddeutschland AG for four years and Institute Foundation M&G, retiring in 2016, having joined the Chief Executive Officer of TÜV Product company in 1992 and been appointed Deputy Chairman of Berry Bros & Rudd Services for ten years. He has also held chief executive in 1997. In 1999 he other directorship roles, including as a Senior Advisor to Bank of China UK oversaw the sale of M&G to Prudential non-executive director of Logica plc from plc where he served as an executive Chairman of Themis International 2007 to 2012 and Chair of FirstGroup plc director from 2000 until 2016. Previously Services Limited for four years from 2015 to July 2019. he held roles in investment management at Morgan Grenfell and in corporate finance at Morgan Grenfell and Barings.

8 Associated British Foods plc Notice of Annual General Meeting 2020 Contribution and reasons for relationships or circumstances which are Notes to resolutions 11 and 12 re-election likely to affect, or could appear to affect, Reappointment of Auditor and Richard has a broad experience of his judgement. Auditor’s remuneration international financial matters as well as a Resolution 11 proposes the Relationships specialist set of financial skills, expertise reappointment of Ernst & Young LLP Richard was Chair of the board of and experience from his previous roles at as the Company’s auditor to hold office trustees of Safer London, a registered KPMG, including as its London Chairman, from the conclusion of this AGM until the charity supporting young people affected Chairman of its Consumer and Industrial conclusion of the next annual general by violence and crime, from 2008 until he Markets Group and UK Chairman of meeting of the Company. Resolution 12 retired from that position in August 2014. its High Growth Markets group. His authorises the Audit Committee of the The Garfield Weston Foundation made a extensive financial expertise and insight Board to set the Auditor’s remuneration. donation to Safer London in March 2013, make him ideally placed to serve as Chair following an application made by Notes to resolution 13 of the Audit Committee. Richard makes Safer London to the Foundation. The Political donations and expenditure an effective and valuable contribution application was considered on its merits Under the Companies Act 2006, political to the Board, including through his role and granted as part of the Foundation’s donations to any political parties, as chair of the Audit Committee as wide range of charitable donations. independent election candidates or well as his role on the Nomination political organisations, or the incurring of and Remuneration Committees, and Richard was a trustee of the Eden Trust, political expenditure are prohibited unless demonstrates commitment, including a registered charity dedicated to breaking authorised by shareholders in advance. devoting an appropriate amount of time, down barriers to communication and What constitutes a political donation, to the role. encouraging the sharing of information a political party, a political organisation, and ideas with the widest possible Selection and independence or political expenditure is not easy to audience, until 19 September 2019. It is generally the Nomination determine, as the relevant provisions of The Garfield Weston Foundation made Committee’s practice to engage the the Companies Act 2006 are capable a grant to the Eden Trust in May 2019, services of an independent executive of wide interpretation. following an application made by the search consulting firm, or to consider Eden Trust to the Foundation. The The Company has a long-standing policy open advertising, to assist in the search application was considered on its merits neither to make any political donations for potential candidates from a range of and granted as part of the Foundation’s nor to incur political expenditure within backgrounds. Cognisant of the fact that wide range of charitable donations. the ordinary meaning of those words. the Audit Committee Chair role (vacated We have no intention of altering this on the retirement from the Board of policy. However, the definitions of Peter Smith in April 2016) required a George Weston Chief Executive political donations and expenditure used particular set of financial skills, expertise in the Companies Act 2006 are very wide. and experience, the Board considered George was appointed to the Board potential candidates from the very As a result, they may cover activities in 1999 and took up his current highest level of the accounting which are an accepted part of engaging appointment as Chief Executive in April profession. On this occasion the with stakeholders to ensure that issues 2005. In his former roles at Associated Committee took the view that this and concerns affecting our operations are British Foods, he was Managing Director approach would achieve the right considered and addressed, but which of Westmill Foods, Allied Bakeries and outcome for the Company and would not ordinarily be considered as George Weston Foods Limited accordingly it was not necessary to political donations or political expenditure. (Australia). use the services of a search consulting Consequently, the directors have firm or to utilise open advertising. Other appointments concluded that, in common with many Non-executive director of Wittington other listed companies, it would be Richard, formerly a partner at KPMG, Investments Limited prudent to seek authority from was identified as the outstanding shareholders to allow them to make candidate who best fulfilled the brief Trustee of the Garfield Weston political donations and incur political developed by the Committee. Following Foundation expenditure (up to £100,000 in the a series of rigorous interviews with Trustee of the British Museum specified period) to ensure that the members of the Board, on the group does not inadvertently breach recommendation of the Nomination Contribution and reasons for the Companies Act 2006. Committee, the Board approved the re-election appointment of Richard with effect George has a very detailed insight of the from 14 April 2016. Richard brings businesses in the group, having himself broad experience of international managed several of the businesses both financial matters to the Board. in the UK and Australia. George’s role as Chief Executive for the past 15 years has The Board considered Richard’s seen the group grow significantly independence by reference to the through a combination of acquisitions and relevant provisions of the UK Corporate organic growth and his detailed insight Governance Code. The Board is satisfied into the group’s businesses means that Richard is independent in character that he continues to contribute greatly and judgement and that there are no to the long-term success of the group.

Notice of Annual General Meeting 2020 Associated British Foods plc 9 Explanatory notes to the resolutions

Notes to resolution 14 (a) shares up to a nominal amount Notes to resolution 16 Renewal of directors’ authority of £29,800,000, representing Notice of general meetings to allot shares approximately two-thirds of the Resolution 16 is a resolution to allow The purpose of resolution 14 is to renew Company’s issued ordinary share the Company to hold general meetings the directors’ authority to allot shares. capital as at 30 October 2020 (other than annual general meetings) (the latest practicable date prior to on 14 days’ notice. The Investment Association (‘IA’) publication of this Notice), on an guidelines on directors’ authority to allot The minimum notice period for general offer to existing shareholders on a shares state that IA members will permit, meetings of listed companies is 21 days, pre-emptive basis. However, unless and treat as routine, resolutions seeking but companies may reduce this period the shares are allotted pursuant to authority to allot shares representing up to 14 days (other than for annual general a rights issue (rather than an open to two-thirds of the Company’s issued meetings) provided that two conditions offer), the directors may only allot share capital, provided that any amount are met. The first condition is that the shares up to a nominal amount in excess of one-third of the Company’s company offers a facility for shareholders of £14,900,000, representing issued share capital should only be to vote by electronic means. This approximately one-third of the allotted pursuant to a fully pre-emptive condition is met if the company offers a Company’s issued ordinary share rights issue. facility, accessible to all shareholders, to capital as at 30 October 2020 appoint a proxy by means of a website. In accordance with these guidelines, the (the latest practicable date prior to The second condition is that there is Board seeks the shareholders’ authority publication of this Notice), (in each an annual resolution of shareholders to allot shares in the capital of the case subject to any adjustments, approving the reduction of the minimum Company up to a maximum nominal such as for fractional entitlements notice period from 21 days to 14 days. amount of £29,800,000, representing and overseas shareholders, as the the IA guideline limit of approximately directors see fit); and The Board is therefore proposing, two-thirds of the Company’s issued in common with many other listed (b) shares up to a maximum nominal ordinary share capital as at 30 October companies, resolution 16 as a special value of £2,200,000, representing 2020 (the latest practicable date prior resolution to approve 14 days as the approximately 5% of the issued to publication of this Notice). Of this minimum period of notice for all general ordinary share capital of the amount, £14,900,000 (representing meetings of the Company other than Company as at 30 October 2020 approximately one-third of the annual general meetings. The approval (the latest practicable date prior to Company’s issued ordinary share capital) will be effective until the Company’s publication of this Notice) otherwise can only be allotted pursuant to a rights next annual general meeting, when it is than in connection with a pre-emptive issue. The power will last until the intended that the approval be renewed. offer to existing shareholders. conclusion of the next annual general The Board will consider on a case-by-case meeting or, if earlier, 3 March 2022. The directors confirm their intention basis whether the use of the flexibility to follow the provisions of the offered by the shorter notice period The directors have no present intention Pre-emption Principles regarding is merited, taking into account the to exercise this authority. However, cumulative usage of authorities within a circumstances, including whether the the directors consider it appropriate rolling three-year period. These principles business of the meeting is time-sensitive to maintain the flexibility that this provide that companies should consult and whether it is thought to be to the authority provides. shareholders prior to issuing, other than advantage of shareholders as a whole. As at the date of this Notice, the Company to existing shareholders, shares for cash Notes to resolution 17 does not hold any ordinary shares in the representing in excess of 7.5% of the Amendments to articles of association capital of the Company in treasury. Company’s issued share capital in any The Board is proposing that the Company rolling three-year period. Notes to resolution 15 adopt new articles of association to reflect Disapplication of pre-emption rights The directors have no present intention to changes to company law and market Resolution 15, proposed as a special exercise this authority, however consider practice, the principal changes of which resolution, will give the directors authority it prudent to maintain the flexibility this are set out in Appendix 1. In addition, to allot shares in the capital of the authority affords. This authority will a marked-up version of the new articles Company (pursuant to the authority expire upon the expiry of the general of association is available on our website granted under resolution 14) for cash authority in resolution 14 (that is on the at www.abf.co.uk/agm. without complying with the pre-emption date of the next annual general meeting rights in the Companies Act 2006 in or, if earlier, 3 March 2022). certain circumstances. This disapplication authority is in line with institutional shareholder guidance, and in particular, with the Pre-emption Group’s Statement of Principles (the ‘Pre-emption Principles’). Resolution 15 will permit the directors to allot:

10 Associated British Foods plc Notice of Annual General Meeting 2020 Shareholder notes

In accordance with the Corporate In order to be valid, an appointment of Any change must be received by the Insolvency and Governance Act proxy must be returned (together with Company’s registrar prior to the proxy 2020, shareholders are unable to any authority under which it is executed deadline previously advised in this note. attend the AGM in person this year. or a copy of the authority certified or in Where you have appointed a proxy using Shareholders are strongly advised to some other way approved by the the hard copy form of proxy and would appoint the Chair of the meeting as directors) by one of the following like to change the instructions using their proxy to ensure that their votes methods: another hard copy form of proxy, please are counted. Proxy appointments contact Equiniti, Aspect House, Spencer • in hard copy form by post, by courier should be submitted as early as Road, Lancing BN99 6DA (Tel: 0371 384 or by hand to the Company’s possible (and should be received by 2282 (UK only) or +44 (0)121 415 7047 Registrar: Equiniti, Aspect House, the Company no later than 11.00 am (from outside the UK); lines open Spencer Road, Lancing BN99 6DA; on 2 December 2020). 8.30 am to 5.30 pm (UK time), Monday • by completing it online at to Friday excluding public holidays in 1. Shareholders entitled to vote www.sharevote.co.uk by following England & Wales). Where two or more To be entitled to vote, members must be the on-screen instructions to submit valid separate appointments of proxy are registered in the register of members of it – shareholders will need to identify received in respect of the same share in the Company at 6.30 pm on Wednesday themselves with the voting ID, task ID respect of the same meeting, the one 2 December 2020 (or, if the meeting is and shareholder reference number which is last received shall be treated adjourned, at 6.30 pm on the date which printed on the hard copy form of proxy; as replacing and revoking the other is two working days prior to the or others. • in the case of shareholders who have adjourned meeting). Changes to entries already registered with Equiniti’s CREST members who wish to appoint on the register after this time shall be online portfolio service, Shareview, a proxy or proxies by utilising the CREST disregarded in determining the rights they can appoint their proxy electronic proxy appointment service of persons to vote (and the number of electronically by logging on to their may do so by utilising the procedures votes they may cast) at the meeting portfolio at www.shareview.co.uk and described in the CREST manual on the or adjourned meeting. clicking on the link to vote; or Euroclear website (www.euroclear.com). 2. Voting by proxy CREST personal members or other • in the case of CREST members, by In light of the arrangements for CREST sponsored members, and those utilising the CREST electronic proxy this year’s AGM, shareholders are CREST members who have appointed appointment service in accordance strongly advised to appoint the Chair a voting service provider(s), should refer with the procedures set out below, of the meeting as their proxy. If a to their CREST sponsor or voting service shareholder appoints someone else as and in each case must be received by provider(s), who will be able to take their proxy, their vote will not be counted the Company’s Registrar not less than the appropriate action on their behalf. as that person will be unable to attend 48 hours before the time of the meeting In order for a proxy appointment made the AGM and vote on their behalf. (excluding non-working days), being by means of CREST to be valid, the no later than 11.00 am on Wednesday appropriate CREST message (a ‘CREST A form of proxy (or notice of availability 2 December 2020. Proxy Instruction’) must be properly if registered to receive shareholder authenticated in accordance with communications electronically) which Please note that the Company takes all Euroclear UK & Ireland Limited’s (EUI) may be used to make this appointment reasonable precautions to ensure no specifications and must contain the and give proxy instructions has been viruses are present in any electronic information required for such instructions, sent to all members who appeared on communications it sends out, but the as described in the CREST manual. the register of members at the close of Company cannot accept responsibility Regardless of whether it constitutes business on 30 October 2020. Details of for loss or damage arising from the the appointment of a proxy or an how to appoint a proxy are set out in the opening or use of any email or amendment to the instruction given to notes to the form of proxy. If you do not attachments from the Company a previously appointed proxy, in order to have a form of proxy and believe that and recommends that shareholders be valid, the CREST message must be you should have one, or if you require subject all messages to virus-checking transmitted so as to be received by the additional forms, please contact Equiniti, procedures prior to opening. issuer’s agent (ID number – RA19) by Aspect House, Spencer Road, Lancing Any electronic communication 11.00 am on Wednesday 2 December BN99 6DA (Tel: 0371 384 2282 (UK received by the Company, including the 2020. For this purpose, the time of only) or +44 (0)121 415 7047 (from lodgement of an electronic proxy form, receipt will be taken to be the time (as outside the UK); lines open 8.30 am to that is found to contain any virus will not determined by the timestamp applied to 5.30 pm (UK time), Monday to Friday be accepted. the message by the CREST applications excluding public holidays in England & host) from which the issuer’s agent is Wales). As an alternative to completing a To change your proxy instructions you able to retrieve the message by enquiry hard copy form of proxy, proxies may be may return a new proxy appointment to CREST in the manner prescribed appointed electronically in accordance using the methods set out above. by CREST. The Company may treat as with the paragraph below. invalid a CREST Proxy Instruction in the circumstances set out in regulation 35(5) (a) of the Uncertificated Securities Regulations 2001.

Notice of Annual General Meeting 2020 Associated British Foods plc 11 Explanatory notes to the resolutions

CREST members and, where applicable, 6. Documents available for inspection it makes its statement available on the their CREST sponsors or voting service Copies of the directors’ service website. The business which may be providers should note that EUI does contracts with the Company, the terms dealt with at the AGM includes any not make available special procedures and conditions of the appointment of statement that the Company has been in CREST for any particular messages. non-executive directors and a marked up required to publish on its website. Normal system timings and limitations version of the new articles of association 9. Nominated persons will therefore apply in relation to the input will be available for inspection during A copy of this Notice has been sent for of CREST Proxy Instructions. It is the normal business hours (which do not information only to persons who have responsibility of the CREST member include Saturdays, Sundays and public been nominated by a member to enjoy concerned to take (or, if the CREST holidays) at the registered office of information rights under section 146 of member is a CREST personal member the Company. Should a shareholder the Companies Act 2006 (a ‘Nominated or sponsored member or has appointed a wish to inspect any of these Person’). The rights to appoint a proxy voting service provider(s), to procure that documents, please submit a request cannot be exercised by a Nominated his/her CREST sponsor or voting service to [email protected]. Person; they can only be exercised by the provider(s) take(s)) such action as shall The content of this Notice, details of the member. However, a Nominated Person be necessary to ensure that a message total number of shares in respect of may have a right under an agreement is transmitted by means of the CREST which members are entitled to exercise between him/her and the member system by any particular time. In relation voting rights at the meeting, the total by whom the Nominated Person was to this, CREST members and, where voting rights that members are entitled nominated to be appointed as a proxy applicable, their CREST sponsors or to exercise at the meeting, and, if for the meeting or to have someone else voting service providers are referred, in applicable, any members’ statements, so appointed. If a Nominated Person particular, to those sections of the CREST members’ resolutions or members’ does not have such a right or does not manual concerning practical limitations matters of business received by the wish to exercise it, he/she may have a of the CREST system and timings. Company after the date of this Notice, right under such an agreement to give 3. Voting by corporate representatives along with a marked up version of the instructions to the member as to the A member of the Company which is a new articles of association, will be exercise of voting rights. corporation may authorise a person or available on the Company’s website 10. Shareholder information persons to act as its representative(s) www.abf.co.uk. Registrar at the AGM. In accordance with the 7. Questions If you have any queries about your provisions of the Companies Act 2006, Please refer to page 2 which explains shareholding, please contact Equinti. each such representative may exercise how to submit a question in advance (on behalf of the corporation) the Shareholder helpline: of the AGM this year. As is the case same powers as the corporation could 0371 384 2282 (UK only) or in respect of questions raised by exercise if it were an individual member +44 (0)121 415 7047 (outside the UK); shareholders in person at a meeting, the of the Company, provided that the lines open 8.30 am to 5.30 pm (UK time), Company will not answer questions: (i) if representative does not do so in relation Monday to Friday, excluding public to do so would interfere unduly with the to the same shares. However, please holidays in England & Wales. preparation for the meeting or involve the refer to the important note above in disclosure of confidential information; (ii) Post: relation to attendance at this year’s AGM. if the answer has already been given on Equiniti Limited, Aspect House, 4. Voting on a poll a website in the form of an answer to a Spencer Road, Lancing BN99 6DA. Voting on resolutions 1 to 17 will be question; or (iii) if it is undesirable in the Online: conducted by way of a poll rather than a interests of the Company or the good A range of shareholder information is show of hands. This is a more transparent order of the meeting that the question available online at www.shareview.co.uk method of voting as member votes are be answered. where shareholders can check their counted according to the number of 8. Audit statements holdings, find practical help on updating shares held. As soon as practicable Members satisfying the thresholds in details and register their email address following the AGM, the results of the section 527 of the Companies Act 2006 to receive shareholder communications voting at the meeting and the numbers can require the Company to publish a electronically. of proxy votes cast for and against and statement on its website setting out the number of votes actively withheld in Communicating with the Company any matter relating to: (a) the audit of respect of each of the resolutions will be Shareholders are advised that the the Company’s accounts (including the announced via a Regulatory Information telephone numbers, website and email Auditor’s report and the conduct of the Service and also placed on the addresses provided in this Notice must audit) that are to be laid before the AGM; Company’s website www.abf.co.uk. not be used to communicate with the or (b) any circumstances connected with Company for any purposes other than 5. Issued share capital and total an auditor of the Company ceasing to those expressly stated. voting rights hold office since the last AGM, that the As at 30 October 2020 (being the latest members propose to raise at the AGM. practicable date prior to the publication of The Company cannot require the this Notice), the Company’s issued voting members requesting the publication to share capital consists of 791,674,183 pay its expenses. Any statement placed ordinary shares, carrying one vote each. on the website must also be sent to the Therefore, the total voting rights in the Company’s auditor no later than the time Company are 791,674,183.

12 Associated British Foods plc Notice of Annual General Meeting 2020 Appendix 1

Summary of the after the relevant transferee gives notice General meetings principal changes to the of their entitlement to the Company The New Articles provide that the (Article 38 and 39). Company may hold ‘hybrid’ general Company’s articles of meetings (including annual general Disclosure of interests meetings) in such a way that enables association The New Articles clarify that, in the members to attend and participate in the It is proposed that the Company adopt event that a shareholder fails to comply business of the meeting by attending a new articles of association (the ‘New with a section 793 notice, the sanctions physical location or by attending by Articles’) in place of the current articles continue to apply to the relevant shares means of an electronic facility (Article of association (the ‘Current Articles’) after they are transferred. The New 46B). Voting at hybrid meetings will, by which were adopted in 2009. Articles also extend the circumstances default, be decided on a poll. Hybrid in which a person will have failed to The principal changes in the New meetings may be adjourned in the event comply with a section 793 notice to Articles are summarised below. They of a technological failure. The directors include circumstances where the are intended to reflect developments consider it prudent to obtain the flexibility Company knows (or has reasonable in market practice, certain legal and to hold hybrid meetings. The provision cause to believe) that information regulatory changes and provide does not permit virtual-only or provided in response to a section 793 additional flexibility where this is electronic-only general meetings to be notice is incorrect or incomplete considered appropriate. convened. (Article 40). In addition, the Company has taken the A number of clarifying changes have also Untraced members opportunity to incorporate amendments been made to the provision in relation to The process of selling shares belonging of a more minor, technical or clarifying satellite/multi-venue meetings (Article 52). to shareholders who remain untraced nature which are not summarised below. for over 12 years has been modernised The New Articles include a new power These seek to modernise the language in the New Articles (Article 41) to bring for the directors to postpone a meeting in the document, remove provisions in them more in line with current market after notice of that meeting has been the Current Articles which duplicate practice. The changes include removing sent but before the meeting is held English company law, and clarify how the requirement for notices in relation to (Article 46A). This power is intended certain provisions should operate. untraced shareholders to be published to provide flexibility in the event of Share certificates in a national newspaper (notices must difficulties arising prior to the meeting The New Articles (Article 13) confirm still be sent to the registered address or being held, for example, if there are that share certificates are sent at the last known address of the shareholder). issues in relation to the meeting venue member’s risk. The Company is also required to use or facilities. reasonable steps to trace the untraced Bearer shares The provisions in relation to adjourning a shareholder, for example, using a The Current Articles (Article 14) allow for general meeting in the New Articles have professional asset reunification company the issuance of bearer shares. This has also been updated (Article 53). The or other tracing agent. been deleted from the New Articles as changes include clarifying that the same the issuance of bearer shares has been Amendments have also been made meeting may be adjourned more than prohibited since May 2015. to the process of the sale of shares once, and that the date and time to which of untraced members. The obligation a meeting is adjourned does not need to Lien on partly-paid shares and calls to obtain the “best price reasonably be specified at the relevant meeting. and forfeiture of shares obtainable” for such shares has been The New Articles contain additional A number of other modernising or deleted in the New Articles, and detail in relation to the procedures for consequential amendments have been proceeds of sale of the share(s) will be enforcing the Company’s lien over made to the provisions in the New forfeited by the former shareholder, with partly-paid shares (Articles 16 and 17). Articles in relation to general meetings. no further right to claim the proceeds. In relation to calls on amounts unpaid on Proxies and corporate any shares, the New Articles update the Various consequential amendments representatives interest rate on any unpaid call to the have been made to the New Articles The New Articles provide that where two interest rate specified in the Companies to reflect the above changes. or more valid appointments of proxy are Act 2006 - currently 5 per cent (Article Stock received in respect of the same share or 22). The New Articles contain additional The Current Articles give the Company shares, the last to be received by the detail in relation to the procedures for the power to re-convert any stock into Company shall revoke the first to be the sale of shares forfeited because a paid up shares by passing an ordinary received (Article 68). call on amounts unpaid on those shares resolution (Article 42). The New Articles remain unpaid (Article 27). Directors of the Company do not include this power as: (i) it is no In line with the requirements of the UK Transmission of shares longer possible to convert shares into Corporate Governance Code, the New The provisions in relation to transmission stock; and (ii) the power to reconvert Articles require directors to retire and of shares in the New Articles clarify, stock into shares by ordinary resolution seek re-election at each annual general amongst other things, that persons is set out in section 620 of the meeting of the Company (Article 80). receiving shares by transmission shall Companies Act 2006. This reflects existing Company practice. only have the rights of a shareholder

Notice of Annual General Meeting 2020 Associated British Foods plc 13 Appendix 1

The provisions in relation to the The provisions relating to scrip dividends termination of a director’s appointment have generally been updated, including have also been modernised, in particular to provide greater flexibility for the to reflect changes in law (Article 84). directors to determine the terms and conditions of elections to receive scrip The provisions in relation to directors’ dividends (Article 113). remuneration and expenses (Article 93) have been amended to clarify their Notices and other communications operation in practice. Directors’ Changes are proposed to modernise and remuneration will continue to be paid clarify the articles relating to service of in accordance with the directors’ notices or documents by the Company remuneration policy most recently (Article 118). approved by shareholders. Administration A number of other more minor and For flexibility, the New Articles consequential amendments have been provide for the appointment of joint, made to the New Articles in relation deputy and assistant company to director appointments, alternate secretaries (Article 129). The New directors and directors’ conflict Articles also explicitly confirm the of interests. directors’ and secretary’s power to authenticate and certify board minutes Proceedings of directors and other corporate authorisations A number of modernising changes have (Article 131A). The scope and application been made in the New Articles in of the provisions in relation to relation to directors’ decision making indemnification by the Company have (Articles 98 to 102). also been clarified (Article 135). Dividends The New Articles give the Board greater flexibility to determine the appropriate method(s) by which it pays dividends to shareholders (Article 109). This flexibility will help the Board take account of developments in market practice and keep down the administrative cost of making payments. The New Articles also provide that where a payment cannot be made because a shareholder has not provided valid account details or an address to the Company, that amount will be treated as unclaimed until the shareholder provides those details (Article 110). In such an event: (i) no trust will arise in relation to such sums; and (ii) no interest will need to be paid on such sums.

14 Associated British Foods plc Notice of Annual General Meeting 2020 How to access the broadcast of the AGM

As, regrettably, shareholders are unable This website can be accessed online Accessing the live broadcast to attend the AGM in person, the using most well-known internet by telephone Company is for the first time enabling browsers such as Internet Explorer (not Shareholders can access a live audio shareholders to access a live broadcast compatible with versions 10 and below), broadcast of the AGM by telephone. of the AGM either on the web or by Chrome, Firefox and Safari on a PC, Dialling in telephone. Please remember that you laptop or internet-enabled device such To access the live audio broadcast by will not be able to vote on the day of the as a tablet or smartphone. telephone you should dial: AGM and that you should appoint a Logging in proxy in advance so that your vote Freephone (if dialling from within the UK): On accessing the AGM website, is counted. 0800 279 7204 you will be asked to enter a Meeting ID IMPORTANT: which is 151-465-948. You will then be If dialling in from outside the UK: If you wish to access the broadcast of prompted to enter your unique SRN and +44 (0)330 336 9411 the AGM, you will need information that PIN which can be found on your Notice On dialling in, you will be asked for your is included on the Notice of Availability of Availability. Access to the meeting confirmation code: 1773106, your name which is unique to you. via the website will be available from and your SRN (which can be found on 9.30 am on 4 December 2020. The If your investment is held on your your Notice of Availability). meeting will start at 11.00 am. behalf in a broker account/nominee Access to the meeting via the telephone account and you wish to access the Broadcast will be available from 10.30 am on AGM broadcast, you must contact The AGM will be broadcast in 4 December 2020. Your telephone line your broker/nominee in advance and audio and video format with presentation will be muted for the duration of the call request that they appoint you as a slides. Once logged in, and at the once you have been permitted access. corporate representative so that you commencement of the meeting, The meeting will start at 11.00 am. have the appropriate authority to you will be able to view and hear the access the broadcast. Without this proceedings of the meeting on your Broadcast authority you will not have the necessary device, as well as being able to see When accessing by telephone, you will details and will not be able to gain any slides or video being presented be able to hear the proceedings of the access. Once the valid appointment at the meeting. Slides will advance meeting but will not be able to see any has been made please contact the automatically as the meeting progresses. slides or video being presented at the Company’s Registrar, Equiniti, before meeting unless you are also logged in via Requirements 4.00 pm on 2 December 2020 on 0371 the AGM website. An active internet connection is required 384 2282 (or +44 121 415 7047, if you at all times in order to allow you to view are calling from outside the UK), for your the broadcast. It is the user’s responsibility unique Shareholder Reference Number to ensure you remain connected for the (SRN) and PIN. Lines are open 8.30 am duration of the meeting. to 5.30 pm Monday to Friday (excluding public holidays in England & Wales). For further details, please see the ‘User Guide to Accessing the Live Broadcast Accessing the live broadcast via the of the Associated British Foods plc AGM AGM website 2020 via the AGM website’ below. Shareholders can access a live audio and video broadcast of the AGM via the AGM website: https://web.lumiagm.com

User Guide to Accessing the Live Broadcast of the Associated British Foods plc AGM 2020 via the AGM website

Meeting ID: 151-465-948 To login you must have your SRN and PIN as shown on the Notice of Availability

1 2 3 4

Navigate to: After entering the Meeting ID, When successfully The meeting presentation https://web.lumiagm.com you will be prompted to enter authenticated, you will be will appear automatically at and you will be prompted to your unique SRN and PIN as taken to the Home Screen. the side of the page if viewing enter the Meeting ID. If a found on your Notice of through a web browser. shareholder attempts to login Availability. This can be minimised by before the meeting is live†, pressing the button. a pop-up dialogue box will appear.

† At 9.30 am on 4 December 2020.

Notice of Annual General Meeting 2020 Associated British Foods plc 15 Associated British Foods plc Weston Centre 10 Grosvenor Street London W1K 4QY Tel + 44 (0)20 7399 6500 Fax + 44 (0)20 7399 6580