Notice of meeting

Notice is hereby given that the sixty-eighth annual general meeting of the company will be held at The Royal Garden Hotel, 2-24 Kensington High Street, London W8 4PT on Friday 5 December 2003 at 11.00 am to transact the following business:

Ordinary business

Resolution 1

To receive the accounts and the reports of the directors and the auditors thereon for the year ended 13 September 2003.

Resolution 2

To receive and approve the directors' remuneration report for the year ended 13 September 2003.

Resolution 3

To re-elect Peter J Jackson as a director.

Resolution 4

To re-elect the Rt. Hon. Lord MacGregor of Pulham Market, OBE as a director.

Resolution 5

To elect Jeffery F Harris as a director.

Resolution 6

To re-appoint KPMG Audit Plc as auditors of the company to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which accounts are laid before the shareholders, and to authorise the directors to determine their remuneration.

Special business

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

Resolution 7

That the directors be and they are hereby generally and unconditionally authorised in accordance with Section 80 of the Companies Act 1985 to exercise all the powers of the company to allot relevant securities (as defined in Section 80(2) of that Act) up to a maximum of 263 million ordinary shares of 5 15/22p each provided that this authority shall expire on 4 December 2008, save that the company shall be entitled to make offers or agreements before the expiry of such authority which would or might require relevant securities to be allotted after such expiry and the directors shall be entitled to allot relevant securities 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 relevant securities be and are hereby revoked.

To propose and, if thought fit, to pass the following resolution as a special resolution:

Resolution 8

That the directors be and they are hereby empowered pursuant to Section 95 of the Companies Act 1985 to allot equity securities (as defined in Section 94(2) of that Act) for cash pursuant to the authority conferred by Resolution 7 above as if Section 89(1) of that Act did not apply to any such allotment provided that this power shall be limited to:

1. the allotment of equity securities in connection with a rights issue, open offer or other offer of securities in favour of the holders of ordinary shares on the register of members at such record date(s) 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) to the respective numbers of ordinary shares held by them on any such record date(s), but subject to such exclusion or other arrangements as the directors may deem necessary or expedient to deal with fractional entitlements or legal or practical problems arising under the laws of the 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 whatever; and
2. the allotment (otherwise than pursuant to sub-paragraph (i) above) to any person or persons of equity securities up to an aggregate of 39 million ordinary shares of 5 15/22p each; and shall expire upon the date of the next annual general meeting of the company after the passing of this resolution or 31 December 2004, whichever is sooner, 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.

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

Resolution 9 (a) and (b)

1. That the directors be and they are hereby authorised to establish the proposed Associated British Foods Executive Share Incentive Plan 2003 the terms of which are tabled at the meeting and the principal terms of which are described in the Explanatory Notes to the notice convening the annual general meeting.
2. That the directors be and they are hereby authorised to establish such further plans using shares or cash based on the Associated British Foods Executive Share Incentive Plan 2003 but modified to take account of overseas tax, exchange control or securities laws.

By order of the board
Paul Lister
Company Secretary
Weston Centre, Bowater House,
68 Knightsbridge, London SW1X 7LQ

Registered in England and Wales
Company No. 293262
4 November 2003