McBride : Notice of AGM 2022

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt about the contents of this document or the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser who, if you are taking advice in the United Kingdom, is duly authorised under the Financial Services and Markets Act 2000, or an appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom.

If you sell or otherwise transfer, or have sold or otherwise transferred, all of your ordinary shares in McBride plc you should send this document and any enclosures 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 transmission to the purchaser or transferee. However, such documents should not be distributed, forwarded or transmitted into any jurisdiction in which to do so would constitute a breach of the relevant laws of such jurisdiction. If you sell or otherwise transfer, or have sold or otherwise transferred, only part of your holding, you should retain this document and any enclosures.

McBride plc

(Incorporated in England and Wales - No. 2798634)

Dear shareholder

Annual Report 2022 and Annual General Meeting

I am pleased to inform you that the 2022 Annual Report and Accounts of McBride plc (the 'Company') and the notice of the 2022 Annual General Meeting (the 'AGM') have now been published.

If you requested a printed copy of the Annual Report and Accounts, it is enclosed with this document. If you have been deemed to consent to receiving shareholder communications via our corporate website, please accept this letter as notification that the Annual Report and Accounts are now available to view at, and can be downloaded from, the 'Results Centre' tab of the 'Investors' section of our website at www.mcbride.co.uk. To access the document, you will need Adobe Acrobat Reader installed. Adobe Reader is free and available to download from the Adobe website. If you would like a printed copy of the Annual Report and Accounts, or would like to change the way we communicate with you, you can call the shareholder helpline number which can be found in the notes to the notice of AGM in this document.

Attending the AGM

This year's AGM will be held at Building C, Central Park, Northampton Road, Manchester M40 5BP on Wednesday 16 November 2022 at 2.00pm. The formal notice of AGM is set out on pages 3 and 4 of this document and contains the proposed resolutions on which you are invited to vote. Explanatory notes to the business to be considered are set out at Appendix 1 to this document.

While we look forward to welcoming shareholders to the AGM in person, the Board recognises the need to continue to monitor any external factors that may affect the AGM. Shareholders are reminded that neither they nor their appointed proxies nor corporate representatives should attend the AGM if they are experiencing symptoms of illness. The Board will continue to monitor any developments in public health guidance issued by the government. If it becomes necessary to adapt our AGM arrangements to respond to any change in circumstances, such modifications will be announced and made available on the Company's website

at www.mcbride.co.uk.

McBride plc Notice of Annual General Meeting 2022

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Appointing a proxy

Whether or not you propose to attend the AGM, I would encourage you to vote on each of the resolutions set out in the notice of AGM by appointing a proxy to act on your behalf and by giving your voting instructions. I would strongly encourage you to appoint the Chair of the meeting as your proxy. This will ensure that your vote will be counted if ultimately you are (or any other proxy you might otherwise choose to appoint is) not able to attend the AGM for any reason. If you appoint the Chair of the meeting as your proxy, the Chair will vote in accordance with your instructions. If the Chair is given discretion as to how to vote, he or she will vote in favour of each of the resolutions in the notice. Appointing a proxy will not prevent you from attending and voting in person on the day if you wish to do so. It is proposed that all resolutions will, once again, be put to the vote on a poll. You can appoint a proxy by:

• logging onto www.signalshares.com and submitting a proxy appointment online by following the instructions. If you have not previously done so, you will need to register to use this service. To do this, you will need your Investor Code which can be found on your share certificate or on any other recent shareholder communication; or
• submitting (if you are a CREST member) a proxy appointment electronically by using the CREST voting service.

If you would prefer to use a paper proxy form to appoint your proxy, you may request one from the Company's registrar, Link Group, by calling the shareholder helpline. Details of the helpline and further information on how to appoint a proxy to vote on your behalf are set out in the notes to the notice of AGM.

In each case, your proxy appointment must be received by no later than 2.00pm on Monday 14 November 2022 to be valid.

Board changes

In March, we were delighted to welcome Regi Aalstad to the Board as an Independent Non-Executive Director. As required by our Articles of Association, Regi will retire at the AGM, and she intends to stand for re-appointment by shareholders for the first time.

In line with the best practice recommendations of the Financial Reporting Council's UK Corporate Governance Code, all other directors shall also offer themselves for re-appointment at the AGM with the exception of Steve Hannam who, as previously announced, is stepping down from the Board following the AGM, after nine years, as an Independent Non-Executive Director and Senior Independent Director. Steve has made a significant contribution to the Company and I thank him for his service during his long tenure. Subject to their re-appointment, Elizabeth McMeikan shall succeed Steve as Senior Independent Director and Regi Aalstad shall succeed him as Designated Non-Executive Director for Employee Engagement.

The performance of the Board as a whole, as well as the contributions made by individual directors, has been reviewed during the year. After considering the Board evaluation, the Board believes that the performance of every Executive and Non-Executive Director continues to be effective, that they continue to demonstrate commitment to their respective roles and that their respective skills complement one another to enhance the overall operation of the Board.

Biographies of each director standing for re-appointment are available at Appendix 2 to this document. It is the Board's view that the biographies illustrate why each director's contribution is, and continues to be, important to the Company's long-term sustainable success.

Recommendation

The Board considers that each of the resolutions set out in the notice of AGM are in the best interests of the Company and of its shareholders as a whole and unanimously recommends shareholders to vote in favour of them, as each of the Directors intends to do in respect of their own beneficial holdings (save in respect of those resolutions in which they are interested).

I would like to take this opportunity to thank you on behalf of the Board for your continued support, and look forward to seeing you at the AGM.

Yours faithfully

Jeff Nodland

Chairman

McBride plc Notice of Annual General Meeting 2022

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Notice of Annual General Meeting

Notice is hereby given that the twenty-ninth Annual General Meeting (the 'AGM') of the members of McBride plc (the 'Company') will be held at Building C, Central Park, Northampton Road, Manchester M40 5BP on Wednesday 16 November 2022 at 2.00pm to transact the business set out below. Resolutions 1 to 13 below will be proposed as ordinary resolutions and Resolutions 14 to 16 will be proposed as special resolutions. Voting on all resolutions will be by way of poll.

1. To receive the Company's accounts for the financial year ended 30 June 2022, together with the Directors' reports and the independent auditor's report on those accounts.
2. To approve the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy) for the financial year ended 30 June 2022.
3. To re-appoint Jeffrey (Jeff) Mark Nodland as a Director.
4. To re-appoint Christopher (Chris) Ian Charles Smith as a Director.
5. To re-appoint Mark Strickland as a Director.
6. To re-appoint Elizabeth (Liz) McMeikan as a Director.
7. To re-appoint Alastair Murray as a Director.
8. To re-appoint Regi Aalstad as a Director.
9. To re-appoint Igor Tadeusz Kuzniar as a Director.
10. To re-appoint PricewaterhouseCoopers LLP as auditor of the Company.
11. To authorise the Audit and Risk Committee of the Board of Directors to determine the auditor's remuneration.
12. That, from the date of this Resolution until the close of business on 29 December 2023 or, if earlier, the conclusion of the Company's Annual General Meeting to be held in 2023, the Company and all companies which are its subsidiaries at any time during such period are authorised to:
13. 1. make donations to political parties and/or independent election candidates;
    2. make donations to political organisations other than political parties; and
    3. incur political expenditure,

up to an aggregate total amount of £50,000, with the amount authorised for each of the heads (a) to (c) above being limited to the same total. Any such amounts may comprise sums paid or incurred in one or more currencies. Any sum paid or incurred in a currency other than sterling shall be converted into sterling at such rate as the Board of Directors may decide is appropriate.

Terms used in this Resolution have, where applicable, the meanings that they have in Part 14 of the Companies Act 2006 on "Control of political donations and expenditure".

13. That the Directors are generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot ordinary shares in the Company and to grant rights to subscribe for, or to convert any security into, ordinary shares:

1. up to an aggregate nominal amount of £5,800,510 (such amount to be reduced by the aggregate nominal amount of any equity securities that may be allotted pursuant to paragraph (b) below in excess of £5,800,510); and
2. comprising equity securities (as defined in section 560(1) of the Companies Act 2006) up to an aggregate nominal amount of £11,601,020 (such amount to be reduced by the aggregate nominal amount of shares allotted or rights granted pursuant to paragraph (a) above) in connection with or pursuant to an offer or invitation by way of a rights issue in favour of holders of ordinary shares in the capital of the Company in proportion (as nearly as practicable) to the respective number of ordinary shares held by them on the record date for such allotment (and holders of any other class of equity securities entitled to participate therein or if the Directors consider it necessary, as permitted by the rights
   of those securities), but subject to such exclusions or other arrangements as the Directors may consider necessary or appropriate to deal with fractional entitlements, treasury shares, record dates or legal, regulatory or practical difficulties which may arise under the laws of, or the requirements of, any regulatory body or stock exchange in any territory or any other matter whatsoever,

and this authority shall expire at the close of business on 29 December 2023 or, if earlier, at the conclusion of the Company's Annual General Meeting to be held in 2023 (save that the Company may before such expiry make an offer or agreement which would or might require ordinary shares to be allotted or rights to be granted after such expiry and the Directors may allot ordinary shares, or grant rights to subscribe for or to convert any security into ordinary shares, in pursuance of any such offer or agreement as if the authority conferred by this resolution had not expired). This authority shall be in substitution for and shall replace any existing authority to allot shares or to grant rights vested in the Directors on the date of the notice of this meeting that remains unexercised at the commencement of this meeting.

McBride plc Notice of Annual General Meeting 2022

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Notice of Annual General Meeting

continued

14. That, subject to the passing of Resolution 13, the Directors are empowered pursuant to sections 570 and 573 of the Companies Act 2006 to allot equity securities (as defined in section 560(1) of the Act) for cash either pursuant to the authority conferred on them by Resolution 13 or by way of a sale of treasury shares, as if section 561 of that Act did not apply to any such allotment (and/or sale), and provided that this power is limited to the allotment of equity securities (and/or sale of treasury shares) for cash:

1. in connection with an offer to:
2. 1. ordinary shareholders (but in the case of the authority granted under Resolution 13(b), by way of a rights issue only) in proportion (as nearly as may be practicable) to their existing holdings on the record date for such allotment (and/or sale); and
   2. holders of other equity securities if entitled to participate therein or if the Directors consider it necessary, as permitted by the rights of those securities,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

1. (otherwise than pursuant to sub-paragraph (a) of this Resolution) to any person or persons up to the aggregate nominal amount of £870,076,

and shall expire on the revocation or expiry (unless renewed) of the authority conferred on the Directors by Resolution 13, save that the Company may before the expiry of this power make an offer or agreement which would or might require equity securities to be allotted (and/or treasury shares to be sold) after such expiry and the Directors may allot equity securities (and/ or sell treasury shares) in pursuance of such offer or agreement as if the power conferred hereby had not expired.

1. That the Company is generally and unconditionally authorised pursuant to section 701 of the Companies Act 2006 to make market purchases (as defined in section 693(4) of that Act) of ordinary shares in its capital on such terms and in such manner as the Directors may from time to time determine, provided that:
2. 1. the maximum aggregate number of ordinary shares which may be purchased under this authority is 17,401,530;
   2. the minimum price (exclusive of expenses) which may be paid for such an ordinary share shall be its nominal value;
   3. the maximum price (exclusive of expenses) which may be paid for such an ordinary share shall be an amount equal to the higher of (i) 105% of the average of the middle market quotations for an ordinary share in the Company derived from the London Stock Exchange Daily Official List for the five business days immediately prior to the day on which such share is contracted to be purchased and (ii) the higher of the price of the last independent trade and the highest current independent bid for an ordinary share in the Company on the trading venue where the market purchases by the Company are carried out;
   4. unless previously renewed, revoked or varied, this authority shall expire at the close of business on 29 December 2023 or, if earlier, at the conclusion of the Company's Annual General Meeting to be held in 2023; and
   5. before this authority expires, the Company may enter into a contract to purchase ordinary shares that would or might require a purchase to be completed after such expiry and the Company may purchase ordinary shares pursuant to any such contract as if this authority 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.

By order of the Board

Glenda MacGeekie

Chief Legal Officer and Company Secretary

6 October 2022

Registered Office:

Middleton Way

Middleton

Manchester

M24 4DP

Registered in England and Wales number 2798634

McBride plc Notice of Annual General Meeting 2022

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Notes

McBride plc Notice of Annual General Meeting 2022

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