Shepherd Neame : Notice of Meeting

Notice of meeting

Notice is hereby given that the Annual General Meeting of Shepherd Neame Limited (the "Company") will be held at the The Alexander Centre, 17 Preston Street, Faversham, ME13 8NZ, on Friday 27 October 2023 at 12.00 noon for the following purposes:

To consider and, if thought fit, to pass the following resolutions, each of which will be proposed as ordinary resolutions:

Resolution 1 - To receive the Annual Report and Accounts for the financial year ended 24 June 2023, together with the reports of the Directors and Auditor thereon.

Resolution 2 - To declare a final dividend of 16.00p per ordinary share for the 52 weeks ended 24 June 2023, payable on 27 October 2023 to holders of ordinary shares registered at the close of business on 13 October 2023.

Resolution 3 - To re-elect Mr N J Bunting as a Director. Resolution 4 - To re-elect Mr W J Brett as a Director. Resolution 5 - To re-elect Mr K R Georgel as a Director.

Resolution 6 - To re-appoint BDO LLP as the auditor of the Company until the conclusion of the next general meeting at which the accounts are laid.

Resolution 7 - To authorise the Directors to determine the auditor's remuneration.

Resolution 8 - That the Company be generally and unconditionally authorised for the purpose of section 701 of the Companies Act 2006 (the "Act") to make market purchases (as defined in section 693 of the Act) of its ordinary shares of 50 pence each ("ordinary shares"), on such terms and in such manner as the Directors may determine, provided that:

1. the maximum number of ordinary shares that may be purchased is 1,485,750;
2. the minimum price (excluding expenses) which may be paid for each ordinary share is 50 pence;
3. the maximum price (excluding expenses) which may be paid for each ordinary share shall not be more than an amount equal to 105 per cent. of the average of the middle market quotations for such shares (as derived from the AQSE website) for the five business days immediately preceding the day on which the purchase is made; and
4. the authority conferred by this resolution shall (unless previously renewed or revoked) expire on the earlier of the conclusion of the next Annual General Meeting of the Company and at 6.00 p.m. on 26 January 2025 save that the Company may enter into a contract to purchase ordinary shares before the expiry of such authority which will or may be completed wholly or partly thereafter and a purchase of ordinary shares may be made in pursuance of any such contract or contracts.

Notes to the Resolutions

Resolutions 3 to 5 - Re-election of Directors

The articles of association of the Company require certain of the Directors to retire by rotation at each Annual General Meeting and require any non-executive Director who has served for longer than nine years to submit themselves for annual re-election. This year Mr N J Bunting, Mr W J Brett and Mr K R Georgel will retire and are each offering themselves for re-election. Brief biographies of the Directors are set out on pages 48 and 49 of the Annual Report and Accounts 2023.

Resolution 8 - Authority to make market purchases of ordinary shares

Resolution 8 seeks authority for the Company to make market purchases of its own ordinary shares. If passed, the resolution gives authority for the Company to purchase up to 1,485,750 of its ordinary shares, representing 10 per cent of the Company's issued ordinary share capital as at 26 September 2023 (being the latest practicable date prior to posting this notice). The Directors have no present intention of making such purchases, but consider it is prudent for them to retain the ability to do so. The Directors would not propose to exercise their authority to make purchases unless the expected effect of the purchase would be to increase earnings per share and it is generally in the best interests of the Company and its shareholders. Any shares purchased under this authority will be cancelled.

The resolution specifies the highest and lowest price which the Company can pay for any ordinary shares purchased under the authority and when the authority expires. The Directors presently intend that a resolution to renew this authority will be proposed at each succeeding Annual General Meeting.

By Order of the Board

1. Flanagan Company Secretary 17 Court Street Faversham, Kent
   26 September 2023

Explanatory notes

1. Members entitled to attend and vote at the Annual General Meeting (the "Meeting") are entitled to appoint a proxy to exercise all or any of their rights to attend, speak and vote on their behalf at the Meeting and that proxy need not also be a member. Members may appoint more than one proxy in relation to the Meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member.
2. You may appoint a proxy in one of the following ways:

1. by completing and returning the form of proxy accompanying this Notice in accordance with the instructions contained therein and returning it to the Company's Registrar, Computershare Investor Services PLC, at The Pavilions, Bridgwater Road, Bristol BS99 6ZY so as to be received by no later than 12.00 noon on Wednesday 25 October 2023;

1. online atwww.investorcentre.co.uk/eproxyusing the Control Number, Shareholder Reference Number and PIN set out in the form of proxy by no later than 12.00 noon on Wednesday 25 October 2023; or
2. if you hold your shares in uncertificated form, by using the CREST electronic proxy appointment service as described in note 4 below.

1. The appointment of a proxy will not prevent a member from attending and voting in person at the Meeting.
2. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service should follow the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed (a) voting service provider(s), should refer to their CREST sponsor or voting service provider(s) to take the appropriate action on their behalf.
   In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & International's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID 3RA50) not less than 48 hours before the time for holding the Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
   CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & International Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The CREST Manual can be reviewed at www.euroclear.com.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 (as amended).

1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 (as amended), only shareholders registered in the Register of Members of the Company as at 6.00 p.m. on Wednesday 25 October 2023 shall be entitled to attend and vote at the Meeting in respect of the number of ordinary shares registered in their name at such time. If the Meeting is adjourned, the time by which a person must be entered in the Register of Members of the Company in order to have the right to attend and vote at the adjourned meeting is 6.00 p.m. on the date which is two days before the time of the adjourned meeting. Changes to the Register of Members after the relevant times shall be disregarded in determining the rights of any person to attend and vote at the Meeting.
2. In the case of joint holders, the vote of the senior member who tenders a vote whether in person or by proxy will be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority will be determined by the order in which the names stand in the Register of Members of the Company in respect of the relevant joint holdings.
3. A corporate shareholder may authorise one or more persons to act as its representatives at the Meeting. In accordance with the provisions of the Act, each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual shareholder of the Company, provided that they do not do so in relation to the same shares.
4. A copy of this notice, the Company's 2023 Annual Report and Accounts and other shareholder documents can be found on the Company's website atwww.shepherdneame.co.uk.

other more general purpose. The Company encourages all shareholders to register for electronic communications via our website - https://www.shepherdneame.co.uk/shareholder-communications.