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Press release from CNW Group

Board of Directors amends shareholder rights plan

Monday, December 05, 2011

Board of Directors amends shareholder rights plan18:24 EST Monday, December 05, 2011TSX: MFIwww.mapleleaffoods.comTORONTO, Dec. 5, 2011 /CNW/ - Maple Leaf Foods Inc. ("Maple Leaf" or the "Company") announced today that based on recommendations received from Institutional Shareholders Services Inc. ("ISS") and the Special Committee constituted to consider and deal with such matters, the Board of Directors has amended the shareholders' rights plan previously adopted on July 28, 2011 (the "rights plan"). The Special Committee is comprised of all of the directors of the Company independent of both Michael McCain, the Company's President and CEO, and McCain Capital Corporation.Specifically, the amendments to the rights plan encompass the three following matters: (i) in order to avoid an inadvertent triggering of the plan, the definition of "Acquiring Person" has been revised to enable a person who was the beneficial owner of 20% or more of the common shares at the time the plan was implemented (a "Grandfathered Person") to acquire an additional 1% of the Company's shares, exclusive of other exemptions under the rights plan, without triggering the rights plan; (ii) the definition of "Exempt Acquisition" has been revised to cap the number of shares that can be issued or distributed to Grandfathered Persons under equity incentive stock plans of the Company, exclusive of other exemptions under the rights plan, to no more than 2.5% in aggregate after the date hereof without triggering the rights plan and (iii) the definition of "Permitted Lock-Up Agreement" has been modified to allow a locked-up person to withdraw shares from a locked-up bid in order to support another bid or transaction that provides for a greater consideration than the lock-up bid, regardless of the number of shares involved (i.e., a partial bid).The amended rights plan currently is in effect, subject to confirmation through a vote of shareholders at the Company's special meeting of shareholders to be held in Toronto on December 14, 2011.As previously announced, TSX will continue to defer its approval of the rights plan, as amended, until such time as shareholders have ratified it.The full text of the amended rights plan will be available at www.sedar.com.Forward-Looking StatementsThis press release may contain forward-looking statements. These statements are not guarantees of future performance and involve assumptions and risks and uncertainties that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed, implied or forecasted in such forward-looking statements. Factors that could cause actual results or outcomes to differ materially from the results expressed, implied or forecasted by these forward-looking statements are discussed more fully in the Company's filings with the securities regulatory authorities, including its management's discussion and analysis, all of which are available on SEDAR at www.sedar.com. The Company does not intend, and the Company disclaims any obligation to update any forward-looking statements, whether written or oral, or whether as a result of new information, future events or otherwise except as required by law.Maple Leaf Foods Inc. is a leading food processing company, headquartered in Toronto, Canada. The Company employs approximately 21,000 people at its operations across Canada and in the United States, the United Kingdom, and Asia. The Company had sales of $5.0 billion in 2010.For further information: Investor Contact: Michael Vels, CFO  416-926-2048 Media Contact: 416-926-2020