Bakkavor : 2023 Proxy Form

ATTENDANCE CARD

Bakkavor Group plc (the 'Company') Annual General Meeting ('AGM' or 'Meeting') to be held at Fitzroy Place, 5th Floor, 8 Mortimer Street, London W1T 3JJ, on Wednesday 31 May 2023 at 10.00am.

Shareholder Reference Number:

FORM OF PROXY

NOTICE OF AVAILABILITY -

Important; please read carefully.

You can now access the Annual Report and Accounts 2022 and Notice of Annual General Meeting 2023 ('Notice of AGM') at www.bakkavor.com/en/investors/shareholder-information. You can submit your proxy online at www.sharevote.co.uk using the details on the Form of Proxy below.

You are advised to read the full Notice of AGM before deciding how to vote. It is also recommended that you read the full Annual Report and Accounts 2022.

BAKKAVOR GROUP PLC ANNUAL GENERAL MEETING ('AGM') TO BE HELD ON WEDNESDAY 31 MAY 2023 AT 10.00AM

Voting ID:		Task ID:		Shareholder Reference Number:

You can submit your proxy electronically, using the above details, at www.sharevote.co.uk. I / We, the undersigned, being a member / members of

Name of proxy:

Number of shares (if not full voting entitlement) (see Notice of AGM)

Bakkavor Group plc (the 'Company') hereby appoint the Chairman of the AGM or: as my / our proxy to exercise all or any of my / our rights to attend, speak and vote in respect of my / our voting entitlement on my / our behalf at the AGM of the Company to be held on Wednesday 31 May 2023 at 10.00am and at any adjournment thereof. The proxy will vote on the resolutions listed below as indicated. The proxy will vote at his / her discretion, or withhold from voting on any resolution listed below, if no instruction is given regarding that resolution and on any other business transacted at the AGM.

Please mark this box		to indicate if this proxy appointment is one of multiple appointments being made.
Please indicate your		marking the appropriate boxes in black or blue ink like this:	X
vote by
Ordinary Resolutions		For Against Withheld	Ordinary Resolutions	For Against Withheld

1. To receive the Company's audited accounts and the reports of the Directors and the Auditors for the year ended 31 December 2022
2. To approve the Directors' Remuneration Report
3. To declare a final dividend for the year ended 31 December 2022 of 4.16p per ordinary share
4. To re-elect Simon Burke as a Director
5. To re-elect Mike Edwards as a Director
6. To re-elect Ben Waldron as a Director
7. To re-elect Sanjeevan Bala as a Director
8. To re-elect Umran Beba as a Director
9. To re-elect Jill Caseberry as a Director
10. To re-elect Patrick L. Cook as a Director
11. To re-elect Agust Gudmundsson as a Director
12. To re-elect Lydur Gudmundsson as a Director

1. To re-elect Denis Hennequin as a Director
2. To re-elect Jane Lodge as a Director
3. To re-appoint PricewaterhouseCoopers LLP as Auditors of the Company
4. To authorise the Audit & Risk Committee to determine the remuneration of the Auditors
5. To authorise the Directors to allot shares pursuant to section 551 of the Companies Act 2006

Special Resolutions

1. To empower the Directors to disapply pre-emption rights in certain circumstance
2. To empower the Directors to disapply pre-emption rights for financing and refinancing particular acquisitions and other capital investments
3. To authorise the Company to purchase its own shares
4. To allow a general meeting to be called on 14 clear days' notice

Notes to help you complete this form are in the Notice of AGM. You should read these carefully before completing this form.

Please mark this box

if signing on behalf of the shareholder as power of attorney, receiver or third party.

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

Signature 

  Date 

Bakkavor Group plc. Registered in England and Wales No. 10986940. Registered office: Fitzroy Place, 5th Floor, 8 Mortimer Street, London W1T 3JJ

NOTES FOR COMPLETION OF FORM OF PROXY

1. For comprehensive notes for completion of the Form of Proxy, please refer to the Notice of AGM.
2. Shareholders are entitled to appoint another person to attend the Meeting and vote on their behalf using the Form of Proxy. The proxy need not be a shareholder. You may still attend the Meeting and vote even if you return the Form of Proxy. If you wish to appoint more than one proxy, please refer to the detailed instructions in the Notice of AGM.
3. If you do not indicate how you wish your proxy to vote, the proxy will be entitled to exercise discretion as to how and whether to vote on any resolution.
4. In order to be valid, this Form of Proxy must be received by Equiniti by no later than 10.00am on Friday 26 May 2023.

1. If you wish to vote via the internet, you can do so at www.sharevote.co.uk. You will require the Voting ID, Task ID and Shareholder Reference Number shown on the Form of Proxy.
2. CREST members who wish to utilise the CREST proxy appointment service may do so by following the procedures described in the CREST manual and the Notice of AGM.
3. If you have any queries, please contact our Registrars, Equiniti Limited, on 0371 384 2030. From outside the UK please call + 44 (0) 121 415 7047. Lines are open between 08.30am and 5.30pm Monday to Friday - excluding public holidays in England and Wales.

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