Greggs : Notice of AGM

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent professional adviser duly authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your shares in Greggs plc, please send this document, together with the accompanying documents, 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.

(Registered in England and Wales with registered number 502851)

Registered office: Greggs plc Quorum Business Park

Newcastle upon Tyne NE12 8BU

11 April 2023

Dear Shareholder,

ANNUAL GENERAL MEETING (AGM)

I enclose a formal notice of our Annual General Meeting, which is to be held at The Grand Hotel (formerly known as Marriott Gosforth Park Hotel), High Gosforth Park, Newcastle upon Tyne, NE3 5HN on 17 May 2023 at 11:30 a.m.

As your new Chair I hope to see as many of you as possible at the Annual General Meeting, which is the main opportunity each year for the Board to engage with individual shareholders, answer your questions and to listen to your views. We will provide refreshments as well as lunch following the meeting.

How to ask questions

If you would like to submit a question for consideration, please email it to [e-mail] to be received by 5 p.m. on Friday 12 May 2023. We will answer as many as we can on the day, and any unanswered questions will receive a written reply.

The presentation to be given at the meeting will be made available on the Company's website after the event.

Resolutions to be determined by poll

As is now established practice, all resolutions will be determined by poll vote, in accordance with best practice. On a poll, every shareholder has one vote for every share held.

Election and Re-election of Directors

Our Senior Independent Director, Sandra Turner, and Helena Ganczakowski will step down from the Board following the close of the AGM having served on the Board for nine years. Otherwise, in accordance with the UK Corporate Governance Code, all of the Directors save for Lynne Weedall, Nigel Mills and myself will, in turn, resign as a Director and offer themselves for re-election. As Lynne, Nigel and I have joined the Board since the 2022 Annual General Meeting, we will offer ourselves for election by shareholders.

I am pleased to confirm that, following evaluation and recommendation from the Nominations Committee, we are satisfied that each of the Directors seeking election or re-election at the meeting continues to make a valuable contribution to our discussions, has the best interests of the Company at heart, performs effectively and demonstrates commitment to the role, including commitment of time for Board and Committee meetings and any other required duties.

Forms of proxy

A proxy form is enclosed for you to complete (according to the instructions printed on it) and send to the Company's Registrars, Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL to be received by 11:30 a.m. on 15 May 2023. CREST Members can cast their votes using CREST electronic proxy voting (further details of which are set out in note 9 on page 8 of this document).

If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 11:30 a.m. on 15 May 2023 in order to be considered valid or, if the meeting is adjourned, by the time which is 48 hours before the time of the adjourned meeting. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.

Recommendation

Your Directors believe that all the resolutions in the enclosed Notice of Annual General Meeting are in the best interests of the Company and are most likely to promote the success of the Company for the benefit of its shareholders as a whole. Accordingly, they unanimously recommend that you vote in favour of each resolution, as they intend to do in respect of their own shareholdings in the Company.

I look forward to welcoming shareholders to the AGM on 17 May.

Yours faithfully

Matt Davies

Chair

1

GREGGS plc (Registered in England and Wales with registered number 502851)

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Greggs plc ("the Company") will be held at The Grand Hotel (formerly known as Marriott Gosforth Park Hotel), High Gosforth Park, Newcastle upon Tyne, NE3 5HN on 17 May 2023 at 11:30 a.m. for the following purposes:

Ordinary Business

1. To receive the accounts for the 52 weeks ended 31 December 2022 together with the reports of the Directors and of the Auditor thereon.
2. To re-appoint RSM UK Audit LLP as auditor to the Company.
3. To authorise the Directors to determine the remuneration of the auditor of the Company.
4. To declare a final dividend for the financial year ended 31 December 2022 of 44p per ordinary share of 2p in the capital of the Company, to be paid on 26 May 2023 to Members whose names appear on the register of members in respect of such shares at the close of business on 28 April 2023.
5. To elect Mr M Davies as a Director.
6. To re-elect Ms R Currie as a Director
7. To re-elect Mr R Hutton as a Director.
8. To re-elect Mrs K Ferry as a Director.
9. To re-elect Mr M Elsarky as a Director.
10. To elect Mrs L Weedall as a Director.
11. To elect Mr N Mills as a Director.
12. To approve the Directors' Remuneration report as set out on pages 78 to 100 of the Annual Report & Accounts for the financial year ended 31 December 2022.
13. To approve the Directors' Remuneration Policy, as set out on pages 83 to 85 of the Directors' Remuneration report for the financial year ended 31 December 2022.

To transact any other ordinary business of the Company.

Special Business

As special business, to consider and, if thought fit, pass the following resolutions, which will be proposed, as to resolution 14 and 15 as an Ordinary Resolution and, as to resolutions 16, 17, 18 and 19 as Special Resolutions:

1. That the amendment to Rule 3.2 of the Greggs plc Performance Share Plan (the Plan), a summary of which is set out in the Explanatory Notes to the Notice of this meeting, in the form (or substantially the form) of the drafts produced to this meeting and initialled by the Chair hereof for the purposes of identification be and hereby is approved, and that: (a) the Directors be and are hereby authorised to do all acts and things necessary or expedient to carry the same into effect; and (b) the Directors be and hereby are authorised to vote and be counted in a quorum on any matter connected with the amendment to the Plan, notwithstanding that they may be interested in the same, except that no Director may be counted in a quorum or vote in respect of his own participation, and any provisions of the Articles of Association of the Company be and hereby are relaxed to that extent accordingly.
2. THAT the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the "2006 Act") to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company ("Rights") up to an aggregate nominal amount of £674,000 provided that this authority shall, unless renewed, varied or revoked by the Company, expire on 16 August 2024 or, if earlier, the date of the next Annual General Meeting of the Company save that the Company may, before such expiry, make offers or agreements which would or might require shares to be allotted or Rights to be granted and the Directors may allot shares or grant Rights in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.
   This resolution revokes and replaces all unexercised authorities previously granted to the Directors in accordance with section 80 of the Companies Act 1985 or section 551 of the 2006 Act to allot shares or grant Rights but without prejudice to any allotment of shares or grant of Rights already made, offered or agreed to be made pursuant to such authorities.

2

16. THAT, subject to the passing of resolution 15 set out in the notice of this meeting, the Directors be given the general power in accordance with section 570 of the Companies Act 2006 (the "2006 Act") to allot equity securities (as defined by section 560 of the 2006 Act) for cash, either pursuant to the authority conferred by resolution 15 set out in the notice of this meeting or by way of a sale of treasury shares, as if section 561(1) of the 2006 Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities and the sale of treasury shares:

1. in connection with an offer by way of a rights issue:

1. to the holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and
2. to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider

necessary,

but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and

2. (otherwise than pursuant to paragraph 1 above) up to an aggregate nominal amount of £101,000.

The power granted by this resolution will expire on 16 August 2024 or, if earlier, the conclusion of the Company's next Annual General Meeting (unless renewed, varied or revoked by the Company prior to or on such date) save that the Company may, before such expiry make offers or agreements which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired.

This resolution revokes and replaces all unexercised powers previously granted to the Directors to allot equity securities as if either section 89(1) of the Companies Act 1985 or section 561(1) of the 2006 Act did not apply but without prejudice to any allotment of equity securities already made or agreed to be made pursuant to such authorities.

17. That, subject to the passing of Resolution 15 above and in addition to any authority granted under Resolution 16 above, the Directors be authorised to allot equity securities (as defined in Section 560(1) of the Companies Act 2006) wholly for cash pursuant to the authority given by Resolution 15 above or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the Companies Act 2006 as if Section 561(1) of the Companies Act 2006 did not apply to any such allotment, such authority to be:

1. limited to the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of £101,000; and
2. used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board of Directors of the Company determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such authority to expire at the end of the next Annual General Meeting of the Company or at the close of business on 16 August 2024, whichever is the earlier, but so that the Company may, before such expiry, make offers and enter into agreements which would, or might, require equity securities to be allotted and treasury shares to be sold after the authority given by this resolution has expired and the Directors may allot equity securities and sell treasury shares under any such offer or agreement as if the authority had not expired.

1. That the Company be generally and unconditionally authorised, pursuant to section 701 of the Companies Act 2006 ("2006 Act"), to make market purchases (as defined in section 693(4) of the 2006 Act) of ordinary shares in the capital of the Company ("Ordinary Shares") up to an aggregate nominal amount of £202,000 on such terms and in such manner as the Directors of the Company may from time to time determine, provided that:
2. 1. the amount paid for each Ordinary Share (exclusive of expenses) shall not be more than five per cent above the average of the middle market quotation for an Ordinary Share as derived from the Daily Official List of London Stock Exchange plc for the five business days before the date on which the contract for the purchase is made and, in any event, not less than the nominal value of each Ordinary Share; and
   2. the authority herein contained shall expire at the conclusion of the next Annual General Meeting of the Company or on 17 August 2024, whichever is earlier, provided that the Company may, before such expiry, make a contract to purchase its own shares which would or might be executed wholly or partly after such expiry, and the Company may make a purchase of its own shares in pursuance of such contract as if the authority hereby conferred had not expired.
3. That a general meeting of the Company, other than an Annual General Meeting, may be called on not less than 14 clear days' notice, provided that this authority shall expire at the conclusion of the next Annual General Meeting of the Company.

Dated: 11 April 2023	By Order of the Board
Registered Office:	Jonathan D Jowett
Greggs plc	Company Secretary
Greggs House
Quorum Business Park
Newcastle upon Tyne
NE12 8BU

3

Notes:

Appointment of Proxies

1. If you are a member of the Company at the time set out in note 12 below, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the Annual General Meeting and you should have received a proxy form with this notice of meeting. If you do not have a proxy form and believe that you should have one, or if you require additional forms, please contact the Company's Registrars, Link Group on [phone]. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales). You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.
2. If you are not a member of the Company but you have been nominated by a member of the Company to enjoy information rights, you do not have a right to appoint any proxies under the procedures set out in this "Appointment of proxies" section. Please read the "Nominated persons" section below.
3. A proxy does not need to be a member of the Company but must attend the Annual General Meeting to represent you. Details of how
   to appoint the Chair of the Annual General Meeting or another person as your proxy using the proxy form are set out in the notes on that proxy form. If you wish your proxy to speak on your behalf at the Annual General Meeting you will need to appoint your own choice of proxy (not the Chair) and give your instructions directly to them.
4. You may appoint more than one proxy, provided that each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, you may photocopy the enclosed proxy form.
5. Appointment of a proxy does not preclude you from attending the Annual General Meeting and voting in person. If you have appointed a proxy and attend the Annual General Meeting in person, your proxy appointment will automatically be terminated.
6. The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If you either select the "Discretionary" option or if no voting indication is given on the Form of Proxy, CREST, Proxymity or any other electronic voting instruction, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Annual General Meeting or any adjournment thereof.

Appointment of proxy using hard copy proxy form

7. To appoint a proxy using the proxy form, the form must be:

• completed and signed;
• sent or delivered to the Company's Registrars, Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL; and
• received by the Company's Registrars no later than 11:30 a.m. on 15 May 2023.

In the case of a member which is a company, the proxy form must be executed under its Common seal or signed on its behalf by an officer of the company or an attorney for the company.

Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.

Electronic appointment of proxies

8. As an alternative to completing the hard-copy proxy form, you can appoint a proxy electronically by visiting www.greggsshares.co.uk. You will require your user name and password in order to log in and vote. If you have forgotten your username or password, you can request a reminder via the shareholder portal. If you haven't previously registered to use to the portal, you will require your investor code ("IVC") which can be found on your proxy form. For an electronic proxy appointment to be valid, your appointment must be received by the Company's Registrars, Link Group no later than 11:30 a.m. on 15 May 2023.

Link Group, the Company's Registrar, has launched a shareholder app: LinkVote+. It's free to download and use and gives shareholders the ability to access their shareholding record at any time and allows users to submit a proxy appointment quickly and easily online rather than through the post. The app is available to download on both the Apple App Store and Google Play, or by scanning the relevant QR code below.

Apple App Store	GooglePlay

4

Appointment of proxies through CREST

9. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the Annual General Meeting and any adjournment(s) of it by using the procedures described in the CREST Manual (available from https://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 & International Limited's ("EUI") specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the issuer's agent (ID RAI0) by the latest time for receipt of proxy appointments specified in note 8 above. 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.

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.

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.

Appointment of proxies through Proxymity

10. If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 11:30 a.m. on 15 May 2023 in order to be considered valid or, if the meeting is adjourned, by the time which is 48 hours before the time of the adjourned meeting. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.

Appointment of proxy by joint members

11. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).

Entitlement to attend and vote

12. Only those members registered on the Company's register of members at close of business on 15 May 2023, and those present in person at the Annual General Meeting shall be entitled to vote at the meeting.

Website giving information in relation to the Annual General Meeting

13. Information regarding the Annual General Meeting, including the information required by section 311A of the Companies Act 2006, is available from https://corporate.greggs.co.uk.

Corporate representatives

14. A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share.

Issued shares and total voting rights

15. As at 15 March 2023 being the last practicable date prior to the publication of this notice, the Company's issued share capital comprised 102,120,602 ordinary shares of 2p each. Each ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at 15 March 2023 being the last practicable date prior to the publication of this notice is 102,120,602.

The website referred to in note 13 includes information on the number of shares and voting rights.

Questions at the Meeting

16. Under section 319A of the Companies Act 2006, the Company must answer any question you ask relating to the business being dealt with at the Annual General Meeting unless:

• answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information;
• the answer has already been given on a website in the form of an answer to a question; or
• it is undesirable, in the interests of the Company or the good order of the meeting, that the question be answered.

Should you wish to have a question considered at the Annual General Meeting, please submit it to Greggsquestions.co.uk to be received by 5:00 p.m. on 12 May 2023.

5