McBride : Notice of Meeting 2021

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)

Directors:		Registered Office:
Jeff Nodland	(Chairman)	Middleton Way
Chris Smith	(Chief Executive Officer)	Middleton
Mark Strickland	(Chief Financial Officer)	Manchester
Steve Hannam	(Senior Independent Non‑Executive Director)	M24 4DP
Neil Harrington	(Independent Non‑Executive Director)
Igor Kuzniar	(Non‑Executive Director)
Elizabeth McMeikan	(Independent Non‑Executive Director)
Alastair Murray	(Independent Non‑Executive Director)
24 September 2021
Dear shareholder

Annual Report 2021 and Annual General Meeting

I am pleased to inform you that the 2021 Annual Report and Accounts of McBride plc (the 'Company') and the notice of the 2021 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 Tuesday, 19 October 2021 at 2.00pm. The formal notice of AGM is set out on pages 4 and 5 of this document and contains the proposed resolutions. Explanatory notes to the business to be considered are set out at Appendix 1 to this document, and a number of specific matters to which to draw your attention have also been highlighted below.

The Company's board of directors (the 'Board') has been closely monitoring the coronavirus (COVID-19) pandemic and the government's response to it over the summer. Following the removal of all outstanding legal restrictions on social contact, we can look forward to welcoming to October's AGM the maximum number of shareholders that we are able, within safety constraints and in accordance with government guidelines and recommendations. Notwithstanding the lifting of restrictions, we would strongly urge you to consider carefully the latest public health advice when deciding whether to travel and attend on the day. Attendees will be expected to adhere to any special arrangements and safety measures that the Company puts in place on the day.

The Board recognises the need to remain vigilant as we continue to transition to life without restrictions, and will continue to monitor developments and the latest government guidance over the coming weeks to ensure that we are able to adapt our arrangements efficiently to respond to any changes in circumstances. We would, therefore, ask shareholders to monitor the Company's website and regulatory news for any AGM updates.

McBride plc Notice of Annual General Meeting 2021

1

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 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. 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 Friday 15 October 2021 to be valid. Appointing a proxy will not prevent you from attending the AGM and voting in person if you wish to do so.

AGM business

B Shares

At the Company's 2011 General Meeting, shareholders approved the issue of non-cumulative redeemable preference shares with a nominal value of 0.1p each (the 'B Shares') as a method of making payments to shareholders. At each subsequent Annual General Meeting shareholder approval has been sought to enable the Company to continue to allot and issue B Shares during the relevant financial year. As part of the Group's strategy reset, it is targeting an accounting basis Debt / EBITDA ratio of less than 2x. Our new distribution approach will link distribution to this debt cover measure. It is the Board's intention that any future payments to shareholders will be made by way of a cash dividend, rather than by the allotment and issue of B Shares. Consequently, the Board is not seeking shareholder approval at the AGM to capitalise reserves for the purposes of issuing

B Shares or to grant directors authority to allot and issue such shares.

Holders of B Shares are permitted to keep their B Shares or redeem all (or part of) them for cash. Details of the B Share scheme can be found in the booklet entitled "Your Guide to B Shares" on the Company's website at www.mcbride.co.uk. Previously shareholders had the opportunity to redeem their B Shares in May and November each year. Going forward, it is the Board's intention for B Share redemptions to take place in November of each year only.

Holders of B shares are entitled, in priority to any payment of a dividend to the holders of ordinary shares, to be paid a

non‑cumulative preferential dividend per B share at a rate on the nominal value of the B share calculated in accordance with articles of association. Under the articles of association the rate per annum of the B share dividend is calculated by reference to LIBOR. If for any reason it is not possible to determine the LIBOR rate, the B share dividend is calculated by reference to the rate at which HSBC Bank PLC, Barclays Bank PLC and Lloyds TSB Bank plc could borrow funds in the London interbank market in pounds sterling for a six-month period, were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in pounds sterling for the period over which the B share dividend is calculated.

In view of the interest rate benchmark LIBOR being wound down and the alternative to using the LIBOR rate set out in

the articles of association not being a workable alternative, it is proposed that the directors are authorised to determine a fair replacement rate for the purposes of calculating the B share dividend. In determining a fair replacement rate, the directors will select a rate that provides a rate as near as practically possible to the current rate. The aggregate amount paid in respect of the non‑cumulative preferential dividend has been: £5,142 (2019/2020) and £1,237 (2020/2021). Further details are set out in the Notice of Meeting and explanatory notes.

McBride plc Notice of Annual General Meeting 2021

2

Board changes

There have been several changes to the Board over the last year. In January, we were delighted to welcome Mark Strickland as Chief Financial Officer, and, more recently, Alastair Murray who joined the Board as an Independent Non‑Executive Director at the start of August. As required by our Articles of Association, both Mark and Alastair will retire at the AGM, and both intend 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 Neil Harrington who is stepping down from the Board following the AGM, after nine years, as an Independent Non-Executive Directors and Chair of the Audit Committee. Neil has made a significant contribution to the Company and I thank him for his service during his long tenure. Subject to his re-appointment, Alastair Murray shall succeed Neil as Chair of the Audit Committee.

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 2021

3

Notice of Annual General Meeting

Notice is hereby given that the twenty‑eighth Annual General Meeting (the 'AGM') of McBride plc (the 'Company') will be held at Building C, Central Park, Northampton Road, Manchester M40 5BP on Tuesday 19 October 2021 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 17 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 2021, 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 2021.
3. To re-appoint Mark Strickland as a Director.
4. To re-appoint Alastair Murray as a Director.
5. To re‑appoint Jeffrey (Jeff) Mark Nodland as a Director.
6. To re‑appoint Christopher (Chris) Ian Charles Smith as a Director.
7. To re-appoint Stephen (Steve) John Hannam as a Director.
8. To re-appoint Igor Tadeusz Kuzniar as a Director.
9. To re-appoint Elizabeth (Liz) McMeikan as a Director.
10. To re-appoint PricewaterhouseCoopers LLP as auditor of the Company.
11. To authorise the Audit 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 30 December 2022 or, if earlier, the conclusion of the Company's Annual General Meeting to be held in 2022, 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 £5,800,509.57 (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 £5,800,509.57); and
2. comprising equity securities (as defined in section 560(1) of the Companies Act 2006) up to an aggregate nominal amount of £11,601,019.13 (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 30 December 2022 or, if earlier, at the conclusion of the Company's Annual General Meeting to be held in 2022 (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 2021

4

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;

1. (otherwise than pursuant to sub-paragraph (a) of this Resolution) to any person or persons up to the aggregate nominal amount of £870,076.44,

and shall cease to have effect on the revocation or expiry (unless renewed) of the authority conferred on the Directors by Resolution 13, save that the Company may before such revocation or expiry make an offer or agreement which would or might require equity securities to be allotted (and/or treasury shares to be sold) after such revocation or 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 been revoked or 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 30 December 2022 or, if earlier, at the conclusion of the Company's Annual General Meeting to be held in 2022; 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.
4. That, with effect from the conclusion of the meeting, Article 4A(a)(iii) of the Company's articles of association shall be deleted and replaced with the following new Article 4A(a)(iii):

"If for any reason it is not possible to determine the LIBOR rate for the B preferential dividend in respect of any Calculation Period in accordance with paragraph (a)(ii) above, the rate for the B preferential dividend in respect of such Calculation Period shall be such rate as the directors determine shall be a fair replacement for LIBOR, having regard to market practice, as at a date or dates immediately preceding the relevant first day of the Calculation Period."

By order of the Board

Glenda MacGeekie

Chief Legal Officer and Company Secretary

24 September 2021

Registered Office:

Middleton Way

Middleton

Manchester

M24 4DP

Registered in England and Wales number 2798634

McBride plc Notice of Annual General Meeting 2021

5