POWER OF ATTORNEY
For Executing Forms 3, 4 and
5
KNOW ALL BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of John N. Simons, Jr. and Michael B. Sims or any
of them, each acting alone, his or her true and lawful attorney-in-fact
to:
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(1)
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execute for and on behalf of the undersigned a Form 3,
Form 4 or Form 5, or any amendment thereto, relating to the securities of
AdvancePierre Foods Holdings, Inc., in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder;
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(2)
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do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete the execution of
such Form 3, Form 4 or Form 5, or any amendment thereto, and the timely filing
of such form with the United States Securities and Exchange Commission and any
other authority; and
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(3)
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take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney
shall be in such form and shall contain such terms and conditions as such
attorney-in-fact may approve in his or her discretion.
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The undersigned hereby grants to each such
attorney-in-fact full power and authority to do and perform all and every act
and thing whatsoever requisite, necessary and proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all intents and
purposes as such attorney-in-fact might or could do if personally present,
hereby ratifying and confirming all that such attorney-in-fact shall lawfully do
or cause to be done by virtue of this Power of Attorney and the rights and
powers herein granted. The undersigned acknowledges that each of the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming any of the undersigned’s responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934. This
Power of Attorney shall remain in full force and effect until the undersigned is
no longer required to file Forms 3, 4 and 5 with respect to the
undersigned’s holdings of and transactions in securities issued by
AdvancePierre Foods Holdings, Inc. unless earlier revoked by the undersigned in
a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this
Power of Attorney to be executed as of this 7th day of July, 2016.
By:
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/s/ Peter C. Dillingham
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Peter C. Dillingham
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