Proxy results of Extraordinary General Meeting

At the Extraordinary General Meeting of Northern Foods plc held at 10.30 a.m. on Tuesday 9 January 2007 the ordinary resolution below was passed on a unanimous show of hands.

That the proposed sale of the Assets, as described in the circular to Shareholders dated 20 December 2006 (the "Circular"), of which this notice forms part, on the terms and subject to the conditions of the Disposal Agreements (as defined in the Circular), and the ancillary actions and arrangements described in the Circular, be approved subject to such modifications, variations, amendments, revisions or waivers (being not of a material nature) to their terms and conditions as the Directors (or any duly authorised committee of the Directors) shall in their absolute discretion think fit and that the Directors (or any such committee) be authorised to do all such things as they or it may consider to be necessary or expedient to implement such sale or in connection with it.

The results of the proxy votes received in advance of the meeting are reported below:

Total votes for: 282,157,613

Total votes against: 391,663

Withheld: 1,760,905

The votes in favour of the resolution represent 57.32% of the issued share capital of the Company and 99.86% of the votes cast.