Director/PDMR Shareholding

Associated British Foods plc

Director/PDMR Shareholdings

25 November 2015

The following notifications were received yesterday by Associated British Foods plc (the 'Company') under paragraph 3.1.2 of the Disclosure and Transparency Rules.

1. Ordinary shares of 515/22 pence in the Company, awarded under the Associated British Foods Share Incentive Plan 2003 (the 'Plan') on 23 November 2012 at an allocation price of 1433.4 pence per share, vested and were released on 23 November 2015, to the Company's two executive directors, as follows:

The closing mid-market price on 23 November 2015 was 3471.0 pence per share.

Over 23 and 24 November 2015, George Weston sold 11,586 shares at a price of 3451.79 pence per share, for the purpose of meeting his tax liability on the shares acquired on vesting. On the same date, John Bason sold 11,168 shares at a price of 3451.79 pence per share, in part to meet his tax liability on the shares acquired on vesting. The transactions took place on the London market.

2. A conditional allocation of ordinary shares of 515/22 pence in the Company was made to each of the following directors of the Company on 23 November 2015 under the terms of the Associated British Foods Long-Term Incentive Plan (the '2013 Plan'):

The allocation was made on the basis of an allocation price of 3462.0 pence (being the average of the daily closing mid-market prices for the shares over the five consecutive business days 16 to 20 November 2015 inclusive) in accordance with the terms of the 2013 Plan.