McKay Securities : 2 June 2021, Notice of Annual General Meeting 2021

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to any aspect of the proposals referred to in this document or to the action you should take, you should immediately consult a stockbroker, solicitor, accountant, or other independent financial adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your shares in McKay Securities Plc, please pass this document together with the accompanying form of proxy to the purchaser or transferee, or to the stockbroker or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

(incorporated and registered in England & Wales with registered number 00421479)
Registered office:
20 Greyfriars Road
Reading
Berkshire RG1 1NL
To the holders of McKay Securities Plc ordinary shares	2 June 2021
Dear Shareholder

Annual General Meeting

On behalf of the Board of Directors (the "Board") of McKay Securities Plc (the "Company") I am pleased to inform you that this year's Annual General Meeting ("AGM" or "meeting") will be held at 11.30am on Thursday 1 July 2021 at The Royal Thames Yacht Club,

60 Knightsbridge, London SW1X 7LF. The formal notice convening the AGM together with explanatory notes on the resolutions can be found from page 2 of this circular.

The meeting is being held in Stage 4 of the Government's roadmap out of lockdown, and therefore no restrictions are anticipated and we welcome shareholder attendance in person. However, we understand that some individuals may have some concerns about physically attending the AGM and choose not to be present this year. Accordingly, in order to enable engagement with those shareholders who prefer not to attend our AGM, we have put in place an email address for shareholders to submit questions ahead of the meeting. If you would like to ask a question on the Company's Annual Report and Financial Statements or any of the proposed resolutions listed within the Notice of Meeting please send it to [e-mail] marked for the attention of the Company Secretary ahead of the meeting and in any event to be received by 5.00pm on 28 June 2021. We will endeavour to publish (on an anonymised basis) all questions received before that time, and publish our responses to those questions, on the Company's website as soon as practicable following the meeting. However, we reserve the right to edit questions or not to respond where we consider it appropriate, taking account of our legal obligations. Please also note that shareholders may not use any electronic address provided in this document or in any related documents (including the accompanying form of proxy) to communicate with the Company for any purpose other than those expressly stated.

Given the constantly evolving nature of the situation, we want to ensure that we are able to adapt arrangements for the AGM efficiently to respond to changes in circumstances. On this basis, should the situation change such that we consider that it is no longer possible for shareholders to attend the meeting or that other changes to the AGM arrangements are appropriate, we will notify shareholders of the relevant changes (including any change to the location of the AGM) before the meeting through our website (https://www.mckaysecurities.plc.uk/investor-relations/agm-details/) and, where appropriate, by regulatory announcement.

In any event and in view of the evolving situation, I would strongly encourage you to vote ahead of the AGM by completing and returning your Proxy Form as early as possible prior to the meeting and appointing the Chair of the AGM to act as your proxy to vote on your behalf. The Proxy Form should be completed, signed and returned in accordance with the instructions printed thereon at least 48 hours prior to the AGM. Alternatively, you may use any of the other alternative methods to appoint a proxy, as described in the notes to the Notice of AGM on pages 3 to 4. This will ensure that your vote will be counted if ultimately you (or any other proxy you might otherwise appoint) are not able to attend the meeting.

Yours faithfully

Richard Grainger

Chairman

2 McKay Securities Plc

ANNUAL GENERAL MEETING 2021

NOTICE OF MEETING

NOTICE is hereby given that the 75th Annual General Meeting ("AGM") of McKay Securities Plc (the "Company") will be held at 60 Knightsbridge, London SW1X 7LF on Thursday 1 July 2021 at 11.30am for the following purposes:

1. To receive the Company's Annual Report and Financial Statements for the financial year ended 31 March 2021 including the Strategic Report and the Reports of the Directors and Auditors.
2. To approve the Directors' Annual Report on Remuneration for the year ended 31 March 2021 as contained within the Remuneration Committee Report.
3. To authorise the payment of a final dividend on the ordinary shares of 5.5 pence per share for the year ended 31 March 2021 payable on 22 July 2021 to shareholders on the register at close of business on 28 May 2021.
4. To re-elect Mr R Grainger as a Director of the Company.
5. To re-elect Mr S Perkins as a Director of the Company.
6. To re-elect Mr G Salmon as a Director of the Company.
7. To re-elect Mr T Elliott as a Director of the Company.
8. To re-elect Mr J Austen as a Director of the Company.
9. To re-elect Mr J Bates as a Director of the Company.
10. To elect Mrs H Sachdev as a Director of the Company.
11. To re-elect Mr N Shepherd as a Director of the Company.
12. To re-appoint Deloitte LLP as Auditors of the Company to hold office from the conclusion of the AGM until the conclusion of the next meeting at which the accounts are laid before the meeting.
13. To authorise the Directors to determine the remuneration of the Auditors.
14. To authorise by ordinary resolution the Directors to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company pursuant to Section 551 of the Companies Act 2006.
15. To authorise by special resolution the partial waiver of pre-emption rights (pursuant to Section 570 and Section 573 of the Companies Act 2006) held by existing shareholders which attach to future issues for cash of equity securities of the Company by virtue of Section 561 of the Companies Act 2006. (1)
16. To authorise by special resolution the partial waiver of pre-emption rights (pursuant to Section 570 and Section 573 of the Companies Act 2006) held by existing shareholders which attach to future issues for cash of equity securities of the Company by virtue of Section 561 of the Companies Act 2006. (2)
17. To authorise by special resolution the Company to make market purchases (as defined in Section 693(4) of the Companies Act 2006) of any of the Company's ordinary shares for the purposes of Section 701 of the Companies Act 2006.
18. To approve by special resolution the calling of general meetings other than an AGM on not less than 14 clear days' notice.
19. To approve by special resolution the adoption of the new Articles of Association of the Company produced to the meeting and signed by the Chair (for the purposes of identification) in substitution for, and to the exclusion of, the existing Articles of Association.

Notice of Annual General Meeting 2021

3

Notes

1. The Company will continue to closely monitor the developing impact of Covid-19 and the latest legislation and guidance issued by the UK Government. If circumstances evolve such that the Board considers that, within safety constraints and in accordance with Government guidance, arrangements for the AGM (including regarding in person attendance at the AGM) must or should change, the Company will notify shareholders as soon as reasonably practicable of any such changes via a Regulatory Information Service, the Company's website and, if applicable, otherwise in accordance with the Company's articles of association.
2. Shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the AGM. Given the constantly evolving nature of the Covid-19 situation, we recommend that all shareholders appoint the Chair of the meeting as proxy. This will ensure that your vote is counted even if attendance at the meeting is restricted or you or any other proxy you might appoint are unable to attend in person.
   A shareholder may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company. A proxy form which may be used to make such appointment and give proxy instructions accompanies this notice. If you do not have a proxy form and believe that you should have one, or if you require additional forms, please contact Equiniti Limited on 0371 384 2101. Lines are open 8.30am to 5.30pm, Monday to Friday. If you are calling from overseas, the number to call is [phone].
3. To be valid any proxy form or other instrument appointing a proxy must be received by post or (during normal business hours only) by hand by the Company's Registrars, Equiniti Limited, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA not less than 48 hours before the meeting, not taking into account any day that is not a working day.
4. The proxy form must be signed and dated by the shareholder or his/her attorney duly authorised in writing. If the shareholder is a company, it may execute the proxy form by the signature(s) of a duly authorised officer or attorney of the Company whose capacity should be stated. In the case of joint holdings, any one holder may sign the proxy form. The vote of the senior joint holder 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 in respect of the joint holding.
5. The return of a completed proxy form (as described in notes 3 and 4 above), other such instrument or any CREST Proxy Instruction (as described in note 12 below) will not, in itself, prevent a shareholder attending the AGM and voting in person if he/she wishes to do so.
6. An explanation of resolutions 2 to 19 is set out in Appendix 1 to this document and the full text of resolutions 14 to 19 is set out in Appendix 2.
7. The following documents will be available for inspection at 20 Greyfriars Road, Reading, Berkshire RG1 1NL and at the offices of Slaughter and May, One BunhiIl Row, London EC1Y 8YY from the date of this Notice until the close of the AGM:
8. 1. copies of the Executive Directors' service contracts;
   2. copies of the letters of appointment of the Non-Executive Directors; and
   3. a copy the current Articles of Association, the new Articles of Association and the new Articles of Association marked up to show the changes.

Please note that in light of the prevailing guidance from the UK Government in relation to the Covid-19 situation, access to each of these offices may be subject to certain restrictions and/or conditions.

1. Any person to whom this Notice is sent who is a person nominated under Section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
2. The statement of the rights of shareholders in relation to the appointment of proxies set out above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company.
3. To be entitled to vote at the AGM (subject to the restrictions set out above), and for the purpose of the determination by the Company of the votes they may cast, shareholders must be registered in the Register of Members of the Company at 6.30pm on 29 June 2021 (or, in the event of any adjournment, 6.30pm on the date which is two days before the time of the adjourned AGM). Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to vote at the AGM.
4. As at 1 June 2021 (being the latest practicable date day prior to the publication of this Notice (the "Latest Practicable Date")) the Company's issued share capital consisted of ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company were 93,018,099 ordinary shares.
5. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

4 McKay Securities Plc

ANNUAL GENERAL MEETING 2021

NOTICE OF MEETING continued

1. 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 & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear. com). The message, regardless of whether it constitutes the appointment of a proxy or is 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: RA19) by 11:30am on 29 June 2021. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application 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.
2. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. 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(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In connection to this, 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.
3. 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.
4. Under Section 527 of the Companies Act 2006, members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with Section 437 of the Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under Section 527 of the Companies Act 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under Section 527 of the Companies Act 2006 to publish on its website.
5. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its power as a member provided that they do not do so in relation to the same shares.
6. Any member attending the AGM has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if: (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; or (c) it is undesirable in the interest of the Company or the good order of the meeting that the question be answered.
7. A copy of this Notice of Annual General Meeting, and other information required by Section 311A of the Companies Act 2006, can be found at mckaysecurities.plc.uk.
8. You may not use any electronic address provided in either this Notice of Annual General Meeting or any related documents (including the Proxy Form) to communicate with the Company for any other purpose than those expressly stated.
9. In line with Article 13 of the General Data Protection Regulations, shareholders, their proxies and representatives' personal information such as name, address and other information provided in correspondence between the individual and the Company or its representatives' will be processed for a legitimate purpose to perform the Company's obligations to its shareholders in connection with the undertaking of the AGM. A copy of the Company's privacy policy can be found at mckaysecurities.plc.uk

2 June 2021	By Order of the Board
	J McKeown
	Secretary

Notice of Annual General Meeting 2021

5

ANNUAL GENERAL MEETING 2021

RECOMMENDATIONS

The Directors of the Company consider that the passing of resolutions 1 to 19 is in the best interests of the Company and its shareholders as a whole and accordingly recommend that you vote in favour of all the resolutions to be proposed at this year's AGM. Your Directors intend to vote in favour of these resolutions in respect of their own beneficial share interests, which amount to 626,935 ordinary shares, representing in aggregate 0.67% per cent of the issued ordinary share capital of the Company.

APPENDIX 1

EXPLANATORY NOTES IN RESPECT OF RESOLUTIONS 2 TO 19

The notes on the following pages give an explanation of the resolutions proposed as items 2 to 19 of the Notice of AGM. Resolutions 14 to 19 are set out in full in Appendix 2. Each of the resolutions proposed as items 14 to 18 (inclusive) would, if passed, renew for a further year the general authority granted by the Company's shareholders at the AGM of the Company held in 2020.

RESOLUTION 2: DIRECTORS' ANNUAL REPORT ON REMUNERATION

The Directors are required to prepare an annual report detailing the remuneration of the Directors (the "Directors' Annual Report on Remuneration"), to be read in conjunction with the statement by the Chair of the Remuneration Committee. The Company is required to seek shareholders' approval in respect of the contents of the Directors' Annual Report on Remuneration on an annual basis. The vote is an advisory one.

You can find the Directors' Annual Report on Remuneration on pages 68 to 85 of the Annual Report and Financial Statements.

RESOLUTIONS 3: PAYMENT OF A FINAL DIVIDEND

The proposed dividend of 5.5 pence per share will be paid as an ordinary dividend.

RESOLUTIONS 4 TO 11: ELECTION AND RE-ELECTION OF DIRECTORS

In accordance with the recommendations of the UK Corporate Governance Code, all Directors (other than Helen Sachdev) will retire at the AGM and, being eligible, will submit themselves for re-election by the shareholders. As previously announced, Helen Sachdev joined the Board on 13 April 2021 as a Non-Executive Director. In accordance with the Articles of Association, Helen is offering herself for election by shareholders at the AGM.

Each of the Director's biographical notes are set out on pages 56 and 57 of the Annual Report and Financial Statements.

The Directors of the Company have determined that, in their judgement, all of the Non-Executive Directors being proposed for election or re-election meet the independence criteria prescribed in the UK Corporate Governance Code. All are independent in character and judgement and there are no relationships or circumstances which are likely to affect, or could appear to affect, their judgement.

During the year, the Directors of the Company standing for re-election completed a formal annual appraisal of the Board, its Committees and individual Directors. Following that evaluation, the Chair is satisfied that the performance of each Director standing for re-election continues to be effective and that each Director continues to demonstrate commitment to the role. More information about these matters can be found on page 63 to 64 of the Annual Report and Financial Statements.

RESOLUTIONS 12 & 13: RE-APPOINTMENT OF AUDITORS AND DETERMINATION OF REMUNERATION

The Audit and Risk Committee has reviewed Deloitte LLP's effectiveness and the effectiveness of their audit process and recommends their re-appointment. Shareholders are asked to authorise the Directors to re-appoint them and, following normal practice, to authorise the Directors (following the recommendation of the Audit and Risk Committee) to determine their remuneration.

RESOLUTION 14: ALLOTMENT OF SHARES

Paragraph (A) of this resolution would give the Directors the authority to allot ordinary shares or grant rights to subscribe for or convert any securities into ordinary shares up to an aggregate nominal amount equal to £6,201,206 (representing 31,006,030 ordinary shares of 20p each). This amount represents approximately one-third of the issued ordinary share capital of the Company as at the Latest Practicable Date.

In line with guidance issued by the Investment Association ("IA"), paragraph (B) of this resolution would give the Directors authority to allot ordinary shares or grant rights to subscribe for or convert any securities into ordinary shares in connection with a rights issue in favour of ordinary shareholders up to an aggregate nominal amount equal to £12,402,413 (representing 62,012,065 ordinary shares), as reduced by the nominal amount of any shares issued under paragraph (A) of this resolution. This amount (before any reduction) represents approximately two-thirds of the issued ordinary share capital of the Company as at the Latest Practicable Date.

The authorities sought under paragraphs (A) and (B) of this resolution will expire at the earlier of 30 September 2022 and the conclusion of the AGM of the Company held in 2022.

The Directors have no present intention to exercise either of the authorities sought under this resolution. However, if they do exercise the authorities, the Directors intend to follow IA recommendations concerning their use (including as regards the Directors standing for re-election in certain cases).

As at the date of the Notice of AGM, no ordinary shares are held by the Company in treasury. The resolution to be proposed at the AGM is shown as resolution 14 in Appendix 2.