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Exhibit 11.1 Premier Foods plc CODE OF ETHICS
FOR THE CHIEF EXECUTIVE, FINANCE DIRECTOR, GROUP FINANCIAL CONTROLLER, OR
PERSONS PERFORMING SIMILAR FUNCTIONS (SENIOR OFFICERS) Premier Foods plc (Premier) is committed to conducting business to the
highest standards of business ethics and in accordance with applicable laws,
rules and regulations. We are also committed to full, fair, accurate, timely
and understandable disclosures in financial reports and other public documents. Senior Officers have responsibility to create a culture of high ethical
standards, commitment to compliance and honest conduct. 1. Compliance with Laws, Rules and Regulations Senior Officers are required to comply with all laws, rules and regulations
that govern Premier in the conduct of its business and are also required to
report any suspected violations of any applicable laws, rules or regulations to
the Company Secretary or any member of the Board of Directors (the Board). 2. Avoidance of Conflicts of Interest A conflict of interest may arise in any situation in which an employee engages
in any activity that detracts from or interferes with his or her full, loyal
and timely performance of services to Premier, or has a financial interest that
might influence the employees judgment. Senior Officers must obtain the written approval of the Board before making any
investment, accepting any position or benefits, participating in any
transaction or business arrangement or otherwise acting in a manner that could
create or appear to create a conflict of interest. Senior Officers and members of their immediate family may not participate in
any joint venture, partnership or other business arrangement or investment with
Premier without the approval of the Board. 3. Disclosures Premiers policy is to make full, fair, accurate, timely and understandable
disclosure in compliance with all applicable laws and regulations in all of its
public communications, particularly including the reports and documents that
Premier submits to, or files with, security holders, the Securities and
Exchange Commission and other regulatory authorities. Senior Officers are
required to promote compliance with this policy by all employees. 4. Influence on the Conduct of Audits Senior Officers must not take any action to fraudulently influence, coerce,
manipulate or mislead any accountant performing an audit or review of Premier
financial statements. 5. Compliance with the Code of Ethics Any questions about this Code of Ethics should be raised with the Finance
Director. Senior Officers must immediately report any known or suspected
violation of applicable laws or regulations or this Code of Ethics to the
Finance Director or any member of the Board. Senior Officers will not be
subject to retaliation because of a good faith report of a suspected violation. Violations of this Code of Ethics may result in disciplinary action, including
dismissal. The Board shall determine, or shall designate appropriate persons
to determine, appropriate action in response to violations of this Code. Premier will waive application of the policies set forth in this Code of Ethics
only when circumstances warrant granting a waiver in the judgment of the Board.
Changes in and waivers of this Code of Ethics may be made only by the Board
and will be disclosed as required under applicable law and regulations.




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Premier Foods plc ACKNOWLEDGEMENT FORM I have received and read the Premier Code of Ethics for the Chief Executive and
Senior Financial Officers, and I understand its contents. I agree to comply
fully with the standards, policies and procedures contained in the Code of
Ethics and Premiers related policies and procedures. I understand that I have
an obligation to report any suspected violations to the Finance Director or any
member of the Board. I certify that, except as fully disclosed in accordance
with the terms of this Code of Ethics, I have not engaged in any transactions
or activities that would constitute an actual or apparent conflict with the
interests of Premier. I further certify that, except as noted below, I am
otherwise in full compliance with the Code of Ethics and any related policies
and procedures: NameSignatureNameSignatureNameSignature