ABF Associated British Foods Plc

TIDMABF

RNS Number : 4464S

Associated British Foods PLC

07 November 2013

Associated British Foods plc

Annual Report and Accounts 2013 and associated documents

7 November 2013

Associated British Foods plc announces that a copy of each of the following documents has been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.hemscott.com/nsm.do

   -     Annual Report and Accounts for the year ended 14 September 2013 
   -     Notice of Annual General Meeting 2013 
   -     Form of Proxy 

The 2013 Annual Report and the Notice of Annual General Meeting 2013 are available to download as pdf documents from the Associated British Foods plc website: www.abf.co.uk

In accordance with Disclosure and Transparency Rule 6.3.5 R (1) the unedited full text of the Notice of Annual General Meeting 2013 and the Form of Proxy is set out below.

Notice of Annual General Meeting:

ASSOCIATED BRITISH FOODS plc

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 recommended to seek your own independent financial advice from a stockbroker, bank manager,

solicitor, accountant, or other financial advisor authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your Associated British Foods plc shares, 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.

Notice of the annual general meeting of Associated British Foods plc to be held at 11.00 am on Friday 6 December 2013 at Congress Centre, 28 Great Russell Street, London WC1B 3LS is set out in this document.

A Form of Proxy for use at the annual general meeting is enclosed. To be valid, the Form of Proxy should be completed and returned in accordance with the instructions to Equiniti at Aspect House, Spencer Road, Lancing, BN99 6DA as soon as possible but in any event so as to arrive not later than 11.00 am on Wednesday, 4 December 2013.

Associated British Foods plc (incorporated and registered in England and Wales under number 00293262)

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the seventy-eighth annual general meeting

of Associated British Foods plc (the 'Company') will be held at Congress Centre,

28 Great Russell Street, London WC1B 3LS on Friday 6 December 2013 at 11.00 am to transact the following business:

Ordinary business

To consider and, if thought fit, to pass the following resolutions as ordinary resolutions:

Resolution 1

To receive the accounts and the reports of the directors and the auditors thereon

for the year ended 14 September 2013.

Resolution 2

To receive and approve the directors' Remuneration report for the year ended

14 September 2013.

Resolution 3

That a final dividend of 22.65p per ordinary share be paid on 10 January 2014 to holders of ordinary shares on the register of shareholders of the Company at the close of business on 6 December 2013.

Resolution 4

To elect Emma Adamo as a director.

Resolution 5

To re-elect John Bason as a director.

Resolution 6

To re-elect Timothy Clarke as a director.

Resolution 7

To re-elect Lord Jay of Ewelme as a director.

Resolution 8

To re-elect Javier Ferrán as a director.

Resolution 9

To re-elect Charles Sinclair as a director.

Resolution 10

To re-elect Peter Smith as a director.

Resolution 11

To re-elect George Weston as a director.

Resolution 12

To appoint KPMG LLP as auditors of the Company (the 'Auditors') 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.

Resolution 13

To authorise the directors to determine the Auditors' remuneration.

Special business

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

Resolution 14

THAT the directors be and they are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company ('Rights'):

(a) up to an aggregate nominal amount of GBP14,900,000; and

(b) up to a further aggregate nominal amount of GBP14,900,000 provided that (i) they are equity securities (within the meaning of section 560(1) of the Companies Act 2006) and (ii) they are offered by way of a rights issue to holders of ordinary shares on the register of members at such record dates as the directors may determine where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held by them on any such record dates, subject to such exclusions or other arrangements as the directors may deem necessary or expedient

to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter,

provided that this authority shall expire on the date of the next annual general

meeting of the Company or, if earlier, on 31 December 2014, 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; and all unexercised authorities previously granted to the directors to allot shares and grant Rights be and are hereby revoked.

To consider and, if thought fit, to pass the following two resolutions as special resolutions:

Resolution 15

THAT, subject to the passing or Resolution 14 above, the directors be and they are hereby empowered pursuant to section 570 and section 573 of the Companies Act 2006 to allot equity securities (within the meaning of section 560 of that Act) for cash either pursuant to the authority conferred by Resolution 14 above or by way of a sale of treasury shares as if section 561(1) of that Act did not apply to any such allotment provided that this power shall be limited to:

(a) the allotment of equity securities in connection with an offer of securities (but in the case of the authority granted under paragraph (b) of Resolution 14 by way of rights issue only) in favour of the holders of ordinary shares on the register of members at such record date as the directors may determine where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held by them on any such record dates, subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter; and

(b) the allotment (otherwise than pursuant to sub-paragraph (a) of this Resolution 15) to any person or persons of equity securities up to an aggregate nominal amount of GBP2,200,000,

and shall expire upon the expiry of the general authority conferred by Resolution 14 above, save that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted after such expiry and the directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired.

Resolution 16

THAT a general meeting, other than an annual general meeting, may be called

on not less than 14 clear days' notice.

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

Resolution 17

THAT:

(a) the rules of the Associated British Foods Long Term Incentive Plan ('LTIP'), in the form produced at the annual general meeting and initialled by the Chairman of the annual general meeting for the purposes of identification (a summary of which is set out in the Appendix to the Notice of annual general meeting), be and are hereby approved; and

(b) the board of the Company be and is hereby authorised to establish further schemes based on the LTIP for the benefit of directors and employees of the Company and/or its subsidiaries who are located outside the United Kingdom, with such modifications as may be necessary or desirable in order to take account of local tax, exchange control or securities laws as they consider appropriate, provided that any ordinary shares made available under such other schemes shall be treated as counting against any individual or overall limits contained in the LTIP.

By order of the board

Paul Lister

Company Secretary

5 November 2013

Weston Centre

l0 Grosvenor Street

London W1K 4QY

Registered in England and Wales

Company No. 00293262

Notes

1. Resolution 3 (Dividend)

A final dividend for the year ended 14 September 2013 of 22.65p per ordinary share is recommended by the directors and is put to shareholders for their approval. If approved, the dividend will be paid on 10 January 2014 to holders of ordinary shares on the register of shareholders of the Company at the close of business on 6 December 2013 making a total dividend in respect of the year ended 14 September 2013 of 32.0p per ordinary share. In accordance with the Articles of Association of the Company, the shareholders cannot resolve to pay an amount greater than that recommended by the directors.

2. Resolutions 4 to 11 (Re-election of directors)

In accordance with the UK Corporate Governance Code (the 'Code') which recommends that all directors should be subject to annual election by shareholders, all of the Company' directors will be subject to re-election at this year's annual general meeting.

In proposing the re-election of the non-executive directors, the Chairman has confirmed that, following formal performance evaluation, each individual continues to make an effective and valuable contribution to the board and demonstrates commitment to the role. Details of the board evaluation process in relation to the directors can be found on page 49 of the annual report for the financial year ended 14 September 2013.

This year, when reviewing the independence of non-executive directors, the board took account of the fact that, as at 3 November 2013, Tim Clarke has served nine years as a director of the Company. The Code provides that length of service is a factor to consider when determining the independence of non-executive directors. The board has given careful consideration to this matter and has concluded that Tim Clarke remains independent. The length of Tim Clarke's service and the consequent knowledge and experience he brings to the role are greatly valued by the board. It is the board's view that Tim Clarke continues to demonstrate the qualities of independence in carrying out his role as a non-executive director and Senior Independent Director, supporting the executive team in an objective and independent manner.

Biographical details of all the directors can be found on pages 44 and 45 of the annual report for the financial year ended 14 September 2013.

3. Resolutions 14 and 15 (Renewal of directors' powers to allot shares and

disapplication of statutory pre-emption rights)

Resolution 14 deals with the directors' authority to allot shares.

At the last annual general meeting of the Company held on Friday 7 December 2012, the directors were given authority to allot ordinary shares in the capital of the Company

   (a)   up to an aggregate nominal amount of GBP14,900,000; and 

(b) up to a further aggregate nominal amount of GBP14,900,000 provided that (i) they were equity securities (within the meaning of section 560(1) of the Companies Act 2006) and (ii) they were offered by way of a rights issue to holders of ordinary shares on the register of members at such record dates as the directors determined where the equity securities respectively attributable to the interests of the ordinary shareholders were proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held by them on any such record dates, subject to such exclusions or other arrangements as the directors deemed necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter.

The authority granted on Friday 7 December 2012 expires at the end of this year's annual general meeting.

In December 2008, the Association of British Insurers ('ABI') revised its guidelines

on directors' authority to allot shares (in line with the recommendations of the report issued in November 2008 by the Rights Issue Review Group). The guidelines state that ABI members will permit, and treat as routine, resolutions seeking authority to allot shares representing up to two-thirds of the Company's issued share capital. The guidelines provide that the extra routine authority (that is the authority to allot shares representing the additional one third of the Company's issued share capital) can only be used to allot shares pursuant to a fully pre-emptive rights issue.

In light of these guidelines, the board considers it appropriate that directors be granted authority to allot shares in the capital of the Company up to a maximum nominal amount of GBP29,800,000 representing the guideline limit of approximately two- thirds of the Company's issued ordinary share capital as at 4 November 2013 (the latest practicable date prior to publication of this Notice). Of this amount, GBP14,900,000 (representing approximately one-third of the Company's issued ordinary share capital) can only be allotted pursuant to a rights issue. The power will last until the conclusion of the next annual general meeting in 2014 or, if earlier, 31 December 2014.

The directors have no present intention of exercising this authority.

As at the date of this Notice the Company does not hold any ordinary shares in the

capital of the Company in treasury.

Resolution 15 will give the directors authority to allot shares in the capital of the

Company pursuant to the authority granted under Resolution 14 above for cash without complying with the pre-emption rights in the Companies Act 2006 in certain circumstances. In the light of the ABI guidelines described in relation to Resolution 14 above, this authority will permit the directors to allot:

(a) shares up to a nominal amount of GBP29,800,000 (representing approximately two- thirds of the Company's issued ordinary share capital) on an offer to existing shareholders on a pre-emptive basis. However unless the shares are allotted pursuant to a rights issue (rather than an open offer), the directors may only allot shares up to a nominal amount of GBP14,900,000 (representing approximately one-third of the Company's issued ordinary share capital) (in each case subject to any adjustments, such as for fractional entitlements and overseas shareholders, as the directors see fit); and

(b) shares up to a maximum nominal value of GBP2,200,000, representing approximately 5% of the issued ordinary share capital of the Company as at 4 November 2013 (the latest practicable date prior to publication of this Notice) otherwise than in connection with an offer to existing shareholders.

The directors have no present intention of exercising this authority. This authority will expire as with the general authority in Resolution 14 other than for pre-existing entitlements.

4. Resolution 16 (Length of notice of meeting)

Resolution 16 is a resolution to allow the Company to hold general meetings

(other than annual general meetings) on 14 days' notice.

Before the introduction of the Companies (Shareholders' Rights) Regulations

2009 in August 2009, the minimum notice period permitted by the Companies Act 2006 for general meetings (other than annual general meetings) was 14 days. One of the amendments made to the Companies Act 2006 by the Regulations was to increase the minimum notice period for general meetings of listed companies to 21 days, but with an ability for companies to reduce this period back to 14 days (other than for annual general meetings) provided that two conditions are met. The first condition is that the company offers a facility for shareholders to vote by electronic means. This condition is met if the company offers a facility, accessible to all shareholders, to appoint a proxy by means of a website. (Please refer below to note 7 of this Notice of Meeting on page 5 of this document for details of the Company's arrangements for electronic proxy appointment.) The second condition is that there is an annual resolution of shareholders approving the reduction of the minimum notice period from 21 days to 14 days.

The board is therefore proposing Resolution 16 as a special resolution to approve 14 days as the minimum period of notice for all general meetings of the Company other than annual general meetings. The approval will be effective until the Company's next annual general meeting, when it is intended that the approval be renewed. The board will consider on a case-by-case basis whether the use of the flexibility offered by the shorter notice period is merited, taking into account the circumstances, including whether the business of the meeting is time-sensitive.

5. Resolution 17 (Approval of the Associated British Foods Long Term Incentive Plan)

Review of remuneration structure

The existing Associated British Foods Executive Share Incentive Plan 2003 (the 'ESIP 2003'), the Company's only executive share plan, expires in December 2013. The last grant of allocations under the ESIP 2003 will be made in November 2013. The Company is therefore proposing to introduce the new Associated British Foods Long Term Incentive Plan (the 'LTIP') to replace the ESIP 2003.

A summary of the rules of the LTIP is set out in the Appendix to this document on pages 7 and 8.

The rules of the LTIP will be available for inspection during the hours and at the locations set out in note 11 of this Notice of Meeting on page 6 below.

6. Recommendation

The board considers the Resolutions are likely to promote the success of the Company and 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 in respect of their own beneficial holdings which amount in aggregate to 3,954,594 shares representing approximately 0.5% of the existing issued ordinary share capital of the Company.

7. Voting by proxy

A member entitled to attend and vote at the meeting may appoint another person(s) (who need not be a member of the Company) to exercise all or any of his/her rights to attend, speak and vote at the meeting. A member can appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attaching to different shares held by him.

A proxy does not need to be a member of the Company but must attend the meeting to represent you. Your proxy could be the Chairman, another director of the Company or another person who has agreed to attend to represent you. Your proxy will vote as you instruct and must attend the meeting for your vote to be counted. Appointing a proxy does not preclude you from attending the meeting and voting in person.

A Form of Proxy (or notification of availability if registered to receive shareholder communications electronically) which may be used to make this appointment and give proxy instructions has been sent to all members who appeared on the register of members at the close of business on 30 October 2013. Details of how to appoint a proxy are set out in the notes to the Form of Proxy. If you do not have a Form of Proxy and believe that you should have one, or if you require additional forms, please contact Equiniti, Aspect House, Spencer Road, Lancing BN99 6DA (Tel: 0871 384 2282 (UK only - calls to this number cost 8p per minute (excluding VAT) plus network extras) or +44 (0)121 415 7047 (from outside the UK); Textel: 0871 384 2255. Lines open 8.30 am to 5.30 pm, Monday to Friday). As an alternative to completing a hard copy Form of Proxy, proxies may be appointed electronically in accordance with the paragraph below.

In order to be valid, an appointment of proxy must be returned (together with any

authority under which it is executed or a copy of the authority certified or in some other way approved by the directors) by one of the following methods:

-- in hard copy form by post, by courier or by hand to the Company's registered

office or the Company's Registrars;

-- by completing it online at www.sharevote.co.uk by following the on-screen

instructions to submit it - shareholders will need to identify themselves with the voting ID, task ID and shareholder reference number printed on the hard copy Form of Proxy;

-- in the case of shareholders who have already registered with Equiniti's online

portfolio service, Shareview, they can appoint their proxy electronically by

logging on to their portfolio at www.shareview.co.uk and clicking on the link to

vote under your Associated British Foods plc holding details; or

-- in the case of CREST members, by utilising the CREST electronic proxy

appointment service in accordance with the procedures set out below,

and in each case must be received by the Company not less than 48 hours before

the time of the meeting, excluding non-working days.

Please note that the Company takes all reasonable precautions to ensure no viruses are present in any electronic communication it sends out, but the Company cannot accept responsibility for loss or damage arising from the opening or use of any email or attachments from the Company and recommends that shareholders subject all messages to virus checking procedures prior to use. Any electronic communication received by the Company, including the lodgement of an electronic proxy form, that is found to contain any virus will not be accepted.

To change your proxy instructions you may return a new proxy appointment using

the methods set out above. Where you have appointed a proxy using the hard copy Form of Proxy and would like to change the instructions using another hard copy Form of Proxy, please contact Equiniti, Aspect House, Spencer Road, Lancing BN99 6DA (Tel: 0871 384 2282 (UK only - calls to this number cost 8p per minute (excluding VAT) plus network extras) or +44 (0)121 415 7047 (from outside the UK); Textel: 0871 384 2255. Lines open 8.30am to 5.30 pm, Monday to Friday). Where two or more valid separate appointments of proxy are received in respect of the same share in respect of the same meeting, the one which is last sent shall be treated as replacing and revoking the other or others.

CREST members who wish to appoint a proxy or proxies by utilising the CREST

electronic proxy appointment service may do so by utilising the procedures described in the CREST Manual on the Euroclear website (www.euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed (a) voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland Limited's ('EUI') specifications and must contain the information required for such instructions, as described in the CREST Manual. Regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy, in order to be valid, the CREST message must be transmitted so as to be received by the issuer's agent (ID number - RA19) by the latest time(s) for receipt of proxy appointments specified in the Notice of meeting. 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 Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. 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.

CREST members and, where applicable, their CREST sponsors or voting service

providers should note that EUI does not make available special procedures in

CREST for any particular messages. Normal system timings and limitations will

therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST Personal Member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

8. Issued share capital and total voting rights

As at 4 November 2013 (being the latest business day prior to the publication of this Notice), the Company's issued voting share capital consists of 791,674,183 ordinary shares, carrying one vote each. Therefore the total voting rights in the Company are 791,674,183.

9. Nominated persons

A copy of this Notice has been sent for information only to persons who have been nominated by a member to enjoy information rights under section 146 of the Companies Act 2006 (a 'Nominated Person'). The rights to appoint a proxy cannot be exercised by a Nominated Person: they can only be exercised by the member. However, a Nominated Person may have a right under an agreement between him and the member by whom he was nominated to be appointed as a proxy for the meeting or to have someone else so appointed. If a Nominated Person does not have such a right or does not wish to exercise it, he may have a right under such an agreement to give instructions to the member as to the exercise of voting rights.

10. Voting by corporate representatives

A member of the Company which is a corporation may authorise a person or persons to act as its representative(s) at the annual general meeting. In accordance with the provisions of the Companies Act 2006, each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual member of the Company, provided that they do not do so in relation to the same shares. It is no longer necessary to nominate a designated corporate representative.

11. Documents available for inspection

The following documents will be available for inspection during normal business hours (Saturdays, Sundays and public holidays excepted) at the registered office

of the Company and will be available at the place of the meeting from 15 minutes

before the start of the meeting until its conclusion:

-- copies of the directors' service contracts with the Company and the terms and conditions of the appointment of non-executive directors; and

-- the rules of the new Associated British Foods Long Term Incentive Plan (see note 5 of this Notice of Meeting on page 5 above).

The content of this Notice of Meeting, details of the total number of shares in respect of which members are entitled to exercise voting rights at the meeting, the total voting rights that members are entitled to exercise at the meeting, and, if applicable, any members' statements, members' resolutions or members' matters of business received by the Company after the date of this Notice will be available on the Company's website (www.abf.co.uk).

12. Shareholders entitled to attend and vote

To be entitled to attend and vote at the meeting, members must be registered in the register of members of the Company at 6.00 pm on Wednesday 4 December 2013 (or, if the meeting is adjourned, at 6.00 pm on the date which is two days prior to the adjourned meeting). Changes to entries on the register after this time shall be disregarded in determining the rights of persons to attend or vote (and the number of votes they may cast) at the meeting or adjourned meeting.

13. Audit statements

Members satisfying the thresholds in section 527 of the Companies Act 2006 can require the Company to publish a statement on its website setting out any matter relating to (a) the audit of the Company's accounts (including the auditors' report and the conduct of the audit) that are to be laid before the meeting; or (b) any circumstances connected with an auditor of the Company ceasing to hold office since the last annual general meeting, that the members propose to raise at the meeting. The Company cannot require the members requesting the publication to pay its expenses. Any statement placed on the website must also be sent to the Company's auditors no later than the time it makes its statement available on the website. The business which may be dealt with at the meeting includes any statement that the Company has been required to publish on its website.

14. Members' questions

The Company must cause to be answered at the meeting any question relating to the business being dealt with at the meeting which is put by a member attending the meeting, except in certain circumstances, including if it is undesirable in the interests of the Company or the good order of the meeting that the question be answered or if to do so would involve the disclosure of confidential information.

15. Electronic voting

Voting on all resolutions will be conducted by way of a poll rather than a show of hands. This is a more transparent method of voting as member votes are to be

counted according to the number of shares held. In line with many other public companies we will be asking shareholders who attend the annual general meeting in person or by proxy to vote on the resolutions at the annual general meeting using a hand-held electronic voting system. This will record all votes cast for each resolution and display them on a screen providing immediate detailed results for shareholders to see. As soon as practicable following the annual general meeting, the results of the voting at the meeting and the numbers of proxy votes cast for and against and the number of votes actively withheld in respect of each of the resolutions will be announced via a Regulatory Information Service and also placed on the Company's website (www.abf.co.uk).

You may not use any electronic address provided in this Notice of meeting to

communicate with the Company for any purposes other than those expressly stated.

APPENDIX

Summary of the Associated British Foods plc Long Term Incentive Plan

1. Eligibility

Employees (including executive directors) of the Company and its subsidiaries ('Participants') may be granted conditional rights to receive ordinary shares in the Company ('Shares') which will be transferred to the Participant following vesting ('Allocations').

2. Grant of allocations

Allocations may only be granted within a period of 42 days commencing on (i) the date on which the LTIP is adopted or (ii) the date of announcement by the Company of its interim or final results (or as soon as practicable thereafter if the Company is restricted from being able to grant Allocations during such period). An Allocation may be granted at other times to a new employee, or if the board determines that exceptional circumstances exist which justify the grant of the Allocation.

Allocations may not be granted more than ten years after the LTIP is adopted.

Nothing is payable by Participants for the grant of Allocations.

3. Allocations

Allocations are non-transferable (other than to a Participant's personal representatives following his death).

Participants are not entitled to receive any dividends declared in respect of Shares subject to an Allocation (or equivalent payments prior to Shares being transferred to the individual following vesting.

4. Limits

4.1 Individual limit

The maximum market value of the Shares over which a Participant may be granted an Allocation in any financial year of the Company shall not exceed an amount equal to three times the Participant's basic salary, normally calculated as at the start of the financial year (or the date on which a new employee commences employment).

4.2 Plan limits

The number of Shares that may be subject to Allocations and other outstanding options or awards granted within the previous ten years and the number of Shares issued for the purpose of options and awards granted within the previous ten years under any employees' share scheme adopted by the Company, may not exceed 10% of the Company's ordinary share capital in issue immediately prior to the proposed date of grant. This limit is reduced to 5% for Allocations, options and awards granted under discretionary schemes.

Any Allocation, option or award which the board has determined or which is granted on terms that will only be satisfied with existing Shares will not be subject to or counted in calculating this limit. Treasury shares will count as new issue shares for the purposes of this limit for so long as institutional investor bodies consider that they should be so counted.

5. Performance targets

The board will specify prior to the date of grant the performance measures and targets which are to apply to Allocations. The performance measures will be assessed over a period of not less than three years. There will be no provision for retesting. If the board determines that the level of vesting based on the performance measures is not appropriate in the circumstances it may reduce the vesting amount.

The board may alter a performance target if events happen that cause it to consider that the performance target is no longer a fair measure of the Company's performance, or if the Participant changes role such that the board determines that the performance target is no longer appropriate, provided that the revised target may not be materially less challenging.

6. Vesting

6.1 Normal vesting

In normal circumstances, Allocations will vest three years after the date of grant, provided that the Participant remains in office or employment with the Company or any subsidiary (the 'Group'), and to the extent that the relevant performance targets have been met. Where a first Allocation is granted to a new employee, that Allocation may be granted on terms that it will vest at the same time as other Allocations granted in the same financial year.

Where the vesting of an Allocation would be prohibited due to regulatory or other legal reasons, vesting shall be delayed.

If the board so determines, the vesting of an Allocation may be satisfied in whole or in part by a cash payment as an alternative to the issue or transfer of Shares.

6.2 Leavers

In the event of a Participant ceasing to hold office or employment with the Group, or giving or receiving notice of cessation, prior to the start of the final year of the Performance Period the Allocation shall lapse, unless the board determines otherwise.

Where the date of cessation or notice occurs on or after the start of the final year of the Performance Period the board may determine that the Allocation shall not lapse where the reason for the cessation or notice is permanent disability, redundancy, retirement, the sale of a business or subsidiary, or death.

In the event that a Participant ceases to hold office or employment or gives or receives notice in circumstances where the Allocation does not lapse, an Allocation will normally continue and vest on the normal vesting date, unless the board brings forward vesting to the date of cessation. The extent of vesting shall be determined by reference to the Company's achievement of the performance measures, and the number of Shares in respect of which an Allocation vests will, unless the board determines otherwise, be prorated to reflect the time elapsed to the date of cessation.

7. Corporate actions

The board may determine that Allocations will vest on the occurrence of certain corporate events, including a change of control of the Company, by way of offer or scheme of arrangement, and the voluntary winding-up of the Company.

In the event of a demerger of a substantial part of the Group's business, a special dividend or a similar event affecting the value of the Shares to a material extent, Allocations may vest or may be adjusted accordingly.

The extent of vesting shall be determined by reference to the Company's achievement of the performance measures, and the number of Shares in respect of which an Allocation vests will, unless the board determines otherwise, be prorated to reflect the time elapsed to the date of the relevant event.

In the event of an internal reorganisation or where the board so agrees with an acquiring company, Allocations will be rolled over into awards over shares in the acquiring company of equivalent value.

8. Variation of capital

Allocations may be adjusted following any variation of share capital of the Company.

9. Clawback

The board may apply claw-back where at any time within two years of vesting it determines that the financial results of the Company were misstated, or an error was made in assessing performance, that caused an Allocation to vest to a greater degree than it should have done. The board may also apply a clawback if it is discovered that the Participant committed, at any time prior to vesting, an act or omission that justified, or would have justified, summary dismissal.

10. Alterations

The board may at any time alter or add to all or any of the provisions of the LTIP in any respect, provided that any change to the advantage of present or future Participants relating to eligibility, scheme limits, the basis of individual entitlement to, and the terms of, Shares or cash provided under the plan or the provisions for the adjustment of Allocations in the event of a variation of the Company's share capital must be approved in advance by the Company's shareholders in general meeting.

Any alteration or addition which is necessary or desirable in order to comply with or take account of the provisions of any proposed or existing legislation, law or other regulatory requirements or to take advantage of any changes in legislation, law or other regulatory requirements, or to obtain or maintain favourable taxation, exchange control or regulatory treatment of the Company, any subsidiary or any Participant or to make minor amendments to benefit the administration of the LTIP do not need prior approval of the Company's shareholders. No alterations to the disadvantage of Participants' subsisting rights can be made by the board without the approval of Participants holding Allocations over 75% of the total Shares subject to Allocations, or 75% of Participants attending a meeting called in respect of the proposed alteration.

11. Benefits are non-pensionable

Benefits under the LTIP are non-pensionable.

Annual general meeting venue details:

Congress Centre

28 Great Russell Street, London WC1B 3LS

T +44 (0) 20 7467 1318

F +44 (0) 20 7467 1313

congress.centre@tuc.org.uk

www.congresscentre.co.uk

Associated British Foods plc

Weston Centre

10 Grosvenor Street

London

W1K 4QY

Tel: +44 (0) 20 7399 6500

Fax: +44 (0) 7399 6580

www.abf.co.uk

Form of Proxy:

Associated British Foods plc annual general meeting,

Friday 6 December 2013

Please see notes overleaf for completion of this Form of Proxy.

Voting ID Task ID Shareholder reference number

I/We, being a member/members of Associated British Foods plc (the 'Company') entitled to attend and vote at general meetings of the Company, hereby appoint

the Chairman of the meeting (see note 1 overleaf)

as my/our proxy to exercise all or any of my/our rights to attend, speak and

vote for me/us on my/our behalf at the annual general meeting of the Company

to be held on Friday 6 December 2013 and at any adjournment thereof.

Please tick here if this proxy appointment is one of multiple appointments

being made (see note 2 overleaf).

Signed

 
                             2013 
--------------------------------- 
 

Date

 
 Resolutions                            For   Against   Vote withheld 
 1. Report and accounts 2013 
 2. Directors' Remuneration report 
  2013 
 3. Declaration of final dividend 
 4.Re-election of Emma Adamo 
  as a director 
 5. Re-election of John Bason 
  as a director 
 6. Re-election of Timothy Clarke 
  as a director(1) 
 7. Re-election of Lord Jay of 
  Ewelme as a director(2) 
 8. Re-election of Javier Ferrán 
  as a director(2) 
 9. Re-election of Charles Sinclair 
  as a director(1) 
 10. Re-election of Peter Smith 
  as a director(2) 
 11. Re-election of George Weston 
  as a director 
 12. Appointment of auditors 
 13. Remuneration or auditors 
 14. Authority to allot shares 
 15. Disapplication of pre-emption 
  rights 
 16. Reduced notice of a general 
  meeting other than an annual 
  general meeting 
 17. Approval of new Long Term 
  Incentive Plan 
 
   1 Member of the Nomination and 
   Remuneration committees 
 
   2 Member of the Audit, Nomination 
   and Remuneration committees 
 

0851-044-S

Notes for completion of Form of Proxy

1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of their rights to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please delete the words 'the Chairman of the meeting' and insert the name of your chosen proxy holder in the space provided. Please initial the amendment (unless you are completing an email or online version). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or, if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).

2. A shareholder can appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attaching to different shares held by him/her. To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting the Registrars' helpline on 0871 384 2282 (UK only - calls cost 8p per minute (excluding VAT) plus network extras) or +44 (0) 121 415 7047 (from outside the UK); lines open 8.30 am to 5.30 pm, Monday to Friday or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.

3. The proxy must attend the meeting in person to represent you. The completion of

a form of proxy does not preclude the shareholder from attending or voting in person.

4. Please indicate with an X in the appropriate space on the Form of Proxy how you wish your votes to be cast in respect of the resolution to be proposed. If the Form of Proxy is returned duly signed but without specific direction as to how the proxy is to vote or abstain from voting on any particular matter the proxy will vote or abstain at his/her discretion. Your proxy will also have discretion to vote as he/she sees fit on any business which may properly come before the meeting.

5. To be valid, the Form of Proxy should be lodged with Equiniti at the address on the enclosed envelope, or at the registered office of the Company, not less than 48 hours (excluding non-working days) before the time fixed for the meeting or any adjournment thereof (as the case may be) together (unless you are completing an electronic appointment) with any authority (or a notarially certified copy of such authority) under which it is signed.

6. Unless you are completing an electronic appointment, in the case of an appointment by a corporation, the Form of Proxy must be under its common seal (if any) or the hand of its duly authorised agent or officer and, in the case of an appointment by an individual, the Form of Proxy must be signed by the appointor or his duly authorised agent.

7. In the case of joint holders, only one of the named holders on the share register

need sign but, if more than one votes, the vote of the first named on the register

of members will be accepted to the exclusion of other joint holders.

8. Please note that 'Vote withheld' has no legal effect and will count neither in the

votes 'For' or 'Against' a resolution.

9. You can register the appointment of your proxy electronically via the internet at www.sharevote.co.uk. The voting ID, task ID and shareholder reference number printed on the Form of Proxy will be required. Alternatively, if you have registered with Equiniti's online portfolio service, Shareview, you can appoint your proxy at www.shareview.co.uk. Full details and instructions are given on the relevant website. The deadline for submission of a proxy appointment in this way is the same as in note 5 above. An electronic proxy appointment will be invalid unless it is lodged at either of the electronic addresses specified in this note 9. Please note that any electronic communication received by or on behalf of the Company, including the lodgement of an electronic proxy form, that is found to contain any virus will not be accepted. You may not use any electronic address provided in the Notice of annual general meeting or in these Notes for completion of Form of Proxy to communicate with the Company for any purposes other than those expressly stated.

10. CREST members who wish to appoint a proxy or proxies through the CREST

electronic proxy appointment service should first read note 7 of the Notice of annual general meeting.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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