McBride : Notice of AGM 2023

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 2023 and Annual General Meeting

I am pleased to inform you that the 2023 Annual Report and Accounts of McBride plc (the 'Company') and the notice of the 2023 Annual General Meeting 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 the Annual General Meeting in this document.

Annual General Meeting

This year's Annual General Meeting (the 'AGM') will be held as a physical meeting at the registered office of McBride plc, Middleton Way, Middleton, Manchester M24 4DP on Monday 20 November 2023 at 2.00pm. The formal notice of AGM (the 'Notice') is set out on pages 3 and 7 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. I would, however, draw your attention in particular to the following:

Remuneration-related business (Resolutions 3, 13, 14 and 15)

The Company's current Directors' Remuneration Policy was last approved by shareholders at the Annual General Meeting held in 2020. As required by company legislation, shareholders are this year invited to approve a new policy which is set out on pages 119 to 130 of the 2023 Annual Report and Accounts. The new policy, if approved by shareholders, will apply to Directors' remuneration from the date of the AGM until the Company's AGM held in 2026 unless shareholders approve a further new policy before then. The new policy is subject to a binding shareholder vote by ordinary resolution and is covered under Resolution 3.

The new policy sets out how the Company proposes to pay its Directors and includes details of the Company's approach to both remuneration and loss of office payments, as well as details of changes from the current policy. Further information can be found on page 8 of this document.

Payments will continue to be made to Directors and former Directors in accordance with the current policy until the new policy is approved by shareholders.

1 McBride plc Notice of Annual General Meeting 2023

Remuneration-related business (Resolutions 3, 13, 14 and 15) continued

During 2023, the Remuneration Committee completed a detailed review of the key features of the current Remuneration Policy namely salary, benefits, annual bonus and long-term incentives (including associated performance conditions) in conjunction with its remuneration advisers, Alvarez & Marsal UK LLP. We consulted with our major shareholders to ensure that the Remuneration Policy meets their expectations in terms of quantum and driving executive management to deliver sustainable profitable growth for the Company.

The Company's current Long Term Incentive Plan was approved by shareholders on 20 October 2014 (the '2014 Plan'). In accordance with The Investment Association's Principles of Remuneration, awards cannot be granted after the tenth anniversary of the date of approval. Therefore, alongside the new policy, shareholders are also being invited to approve a revised Long Term Incentive Plan under which performance awards would be granted to key executives within the business (the '2023 LTIP'). Subject to shareholder approval at Resolution 13, this will replace the 2014 Plan save that the 2014 Plan will continue to apply to awards granted under its terms. Further information on the 2023 LTIP can be found on page 9 of, and in Appendix 2 to, this document. Certain minor changes are also proposed to the 2014 Plan to ensure that it aligns with the 2023 LTIP in a couple of areas. Further information on those amendments to the 2014 Plan can be found on page 9 of this document.

In addition, certain changes are required to the Company's 2020 Restricted Stock Unit Plan ('RSU Plan') to ensure that it can be operated in accordance with the new Directors' Remuneration Policy and to ensure that it aligns with the 2023 LTIP in a couple of areas. Further information on those amendments to the RSU Plan can be found on page 9 of this document.

Directors' Authority to Allot Shares (Resolution 16)

The Investment Association's guidelines on Directors' share allotment authority state that the Association's members will regard as routine any proposal at a general meeting to seek a general authority to allot an amount up to two-thirds of the existing share capital, provided that any amount in excess of one-third of the existing share capital is applied to fully pre-emptive offers only.

In previous years, it has been the Company's practice to seek the maximum allotment authority permitted by the Investment Association's guidelines. However, following engagement with certain of the Company's non-UK shareholders during the year, the Board has concluded that, for the time being, it is in the best interests of the Company to limit its allotment authority to 5% of the Company's issued share capital. Further information can be found on page 10 of this document.

Dividends and B Share Redemptions

In accordance with the terms of the amended revolving credit facility (the 'RCF') announced on 29 September 2022 and as stated in our 2023 interim results, save with the consent of the RCF lenders, no dividends on ordinary shares will be paid to shareholders and there will be no redemptions of B shares prior to an 'exit event', being a change of control, refinancing of the RCF in full, prepayment and cancellation of the RCF in full, or upon the termination date of the RCF, being May 2026.

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 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 AGM 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 AGM 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.

In each case, your proxy appointment must be received at the address indicated in the notes to the Notice by no later than 2.00pm on Thursday 16 November 2023 to be valid.

Recommendation

The Board considers that each of the resolutions set out in the Notice 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

2 McBride plc Notice of Annual General Meeting 2023

Notice of Annual General Meeting

Notice is hereby given that the thirtieth Annual General Meeting (the 'AGM') of the members of McBride plc (the 'Company') will be held at the registered office of McBride plc, Middleton Way, Middleton, Manchester M24 4DP on Monday 20 November 2023 at 2.00pm to transact the business set out below. Resolutions 1 to 16 below will be proposed as ordinary resolutions and Resolutions 17 to 19 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 2023, 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 2023.
3. To approve the Directors' Remuneration Policy (as contained in the Directors' Remuneration Report for the financial year ended 30 June 2023).
4. To re-appoint Jeffrey (Jeff) Mark Nodland as a Director.
5. To re-appoint Christopher (Chris) Ian Charles Smith as a Director.
6. To re-appoint Mark Strickland as a Director.
7. To re-appoint Elizabeth (Liz) McMeikan as a Director.
8. To re-appoint Alastair Murray as a Director.
9. To re-appoint Regi Aalstad 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 31 December 2024 or, if earlier, the conclusion of the Company's Annual General Meeting to be held in 2024, 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".

1. That the McBride plc 2023 Long Term Incentive Plan (the 'LTIP'), the principal terms of which are summarised in Appendix 2 to this Notice and the draft rules of which are produced to the meeting and initialled by the Chair of the meeting for the purpose of identification, is approved and the Directors are authorised to:
2. 1. do all acts and things which they may consider necessary or expedient to implement and operate the LTIP; and
   2. adopt further plans based on the LTIP, but modified to apply in any overseas jurisdictions to take account of local tax, exchange control or securities laws, provided that any ordinary shares made available under any such further plans are treated as counting against the limits on individual or overall participation in the LTIP.
3. To approve the amendments to the rules of the McBride plc 2020 Restricted Share Unit Plan, in the form produced to the meeting and initialled by the Chair of the meeting for the purposes of identification (and a summary of which is set out in the Explanatory Notes to this Notice).
4. To approve the amendments to the rules of the McBride plc 2014 Long Term Incentive Plan, in the form produced to the meeting and initialled by the Chair of the meeting for the purposes of identification (and a summary of which is set out in the Explanatory Notes to this Notice).
5. That the Directors are generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into such shares ('Allotment Rights'), but so that:
6. 1. the maximum amount of shares that may be allotted or made the subject of Allotment Rights under this authority are shares with an aggregate nominal value of £870,076;
   2. this authority shall expire at the close of business on 31 December 2024 or, if earlier, on the conclusion of the Company's Annual General Meeting to be held in 2024;
   3. the Company may make any offer or agreement before such expiry which would or might require shares to be allotted or Allotment Rights to be granted after such expiry and the Directors may allot shares or grant Allotment Rights under any such offer or agreement as if the authority had not expired; and
   4. all authorities vested in the Directors on the date of this Notice to allot shares or to grant Allotment Rights that remain unexercised at the commencement of this meeting are revoked.

3 McBride plc Notice of Annual General Meeting 2023

Notice of Annual General Meeting continued

17. That, subject to the passing of Resolution 16 in this Notice, the Directors are empowered pursuant to sections 570 and 573 of the Companies Act 2006 to allot equity securities (as defined in section 560 of that Act) for cash, pursuant to the authority conferred on them by Resolution 16 in this Notice and/or by way of a sale of treasury shares as if section 561 of that Act did not apply to any such allotment, provided that this power is limited to:

1. the allotment of equity securities in connection with any rights issue or open offer (each as referred to in the Financial Conduct Authority's Listing Rules) or any other pre-emptive offer that is open for acceptance for a period determined by the Directors to the holders of ordinary shares on the register on any fixed record date in proportion to their holdings of ordinary shares (and, if applicable, to the holders of any other class of equity security in accordance with the rights attached to such class), subject in each case to such exclusions or other arrangements as the Directors may deem necessary or appropriate in relation to fractions of such securities, the use of more than one currency for making payments in respect of such offer, treasury shares, any legal or practical problems in relation to any territory or the requirements of any regulatory body or any stock exchange; and
2. the allotment of equity securities (other than pursuant to paragraph 16(a) above) with an aggregate nominal value of £870,076,

and shall expire on the revocation or expiry (unless renewed) of the authority conferred on the directors by Resolution 16 in this Notice, save that, before the expiry of this power, the Company may make any offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities under any such offer or agreement as if the power 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 17,401,528;
   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 31 December 2024 or, if earlier, at the conclusion of the Company's Annual General Meeting to be held in 2024; 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

17 October 2023

Registered Office:

Middleton Way

Middleton

Manchester

M24 4DP

Registered in England and Wales number 2798634

4 McBride plc Notice of Annual General Meeting 2023

Notes

5 McBride plc Notice of Annual General Meeting 2023