Mitchells & Butlers : AGM 2023 Notice of Meeting

Notice of Annual

General Meeting 2023

To be held at

Mitchells & Butlers plc, Retail Support Centre, 27 Fleet Street, Birmingham B3 1JP

on Wednesday 8 February 2023 at 9.00am

This document is important and requires your immediate attention

If you are in any doubt about its content or the action you should take, you should consult your stockbroker, solicitor, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000. If you have sold or transferred all your shares in Mitchells & Butlers plc, please pass this document and the accompanying Form of Proxy to the stockbroker or other agent through whom you made the sale or transfer for transmission on to the purchaser or transferee.

A Form of Proxy for the Annual General Meeting is enclosed and should be completed and returned so as to reach Equiniti (the Company's Registrar) by no later than 9.00am on Monday 6 February 2023. Alternatively, you can register your proxy vote electronically by no later than 9.00am on Monday 6 February 2023, either by means of a website provided by Equiniti, www.sharevote.co.uk, or by using the service provided by Euroclear. Further details are given in the notes to this document.

Contents

1. Chairman's letter and explanation of business

1. Board biographies
2. Notice of Annual General Meeting and explanatory notes

1. Appendix 1 Sharesave Plan
2. Appendix 2 Share Incentive Plan
3. Appendix 3 2023 Short Term Deferred Incentive Plan

1. Appendix 4 Terms applicable to the Sharesave Plan, Share Incentive Plan and 2023 Short Term Deferred Incentive Plan

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Mitchells & Butlers plcNotice of Meeting 2023

Chairman's letter and explanation of business

Dear shareholder

Notice of Annual General Meeting ('AGM') of Mitchells & Butlers plc, (the 'Company')

I am writing you to inform you that the AGM of the Company will be held at Mitchells & Butlers plc's Retail Support Centre in Birmingham on Wednesday 8 February 2023 at 9.00am. We look forward to welcoming shareholders to the AGM.

AGM Arrangements

Shareholders can attend in person or will be able to listen to the AGM proceedings remotely via a listen-onlydial-in facility and submit questions in advance. The formal notice of the AGM is set out on pages 6 to 8 (the 'Notice').

If you wish to attend the AGM in person, we ask shareholders that they please register their intention to attend by registering online at www.mbplc.com/agm2023attendance by 9.00am on Monday 6 February 2023. Whilst it is not a legal requirement, registration will assist us in planning and implementing arrangements for this year's AGM. Doors to the Retail Support Centre will be open from 8.30am for shareholders attending in person to register and be seated ready for the start of the AGM at 9.00am.

The dial-in details for shareholders to listen to the AGM remotely are as follows:

• For shareholders located in the UK, please dial: 0800 640 6441.
• For shareholders located outside the UK please dial: [phone].
• Please then input Conference Code: 905068.

Shareholders are advised to allow up to 20 minutes prior to the start of the AGM at 9.00am on Wednesday 8 February 2023 to access the dial-in listen only facility. For any questions related to the dial-in facility, please dial the relevant dial-in number above and press *0 for operator assistance.

In accordance with the Articles of Association of the Company, (the 'Articles'), shareholders or their proxies listening remotely will not be counted as being present at the AGM.

We advise shareholders to check the Company's website www.mbplc.com in advance of the AGM in case there are further changes to the arrangements for, or requirements in order to attend, the AGM.

How to ask questions in advance

Your views are very important to us, and shareholders are encouraged to submit questions or raise matters of concern with the Board by submitting these via www.mbplc.com/agm2023qs by 9.00am on Monday 6 February 2023.

Please remember to include your full name and your Shareholder Reference Number ('SRN') when submitting your question. Your SRN is available on your share certificate or on the hard copy Proxy Form which was posted to you. Answers will be given direct to you and/or made available on the Company's website as soon as practicable following receipt or if of sufficient interest will be addressed at the AGM.

How to Vote

Shareholder participation is very important to the Directors and all shareholders are encouraged to vote ahead of the AGM by appointing a proxy to vote on the resolutions set out in the Notice of the AGM as soon as possible and in any event by 9.00am Monday 6 February 2023.

Shareholders can appoint a proxy in respect of any of the resolutions by any of the methods detailed in pages 6 to 8 in the Notice of AGM. Those submitting a proxy are encouraged to consider appointing the Chairman of the AGM (rather than another named person), to ensure that your vote is counted.

Your vote is important to us. As in former years, the formal business at the AGM will be decided by way of a poll. We believe that this is a fair and democratic way to vote which embraces the principle of one vote for every share held. The poll will be conducted using poll cards at the meeting. The poll will close 10 minutes after the close of the AGM.

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Mitchells & Butlers plcNotice of Meeting 2023

Board recommendations

The Directors consider that all the resolutions to be put to the AGM are in the best interests of the Company and its members as a whole and are most likely to promote the success of the Company for the benefit of its members as a whole. The Directors unanimously recommend that you vote in favour of all the proposed resolutions as they intend to do in respect of their own shares.

Dividend

No Final Dividend will be paid in respect of the financial year ended 24 September 2022 (FY 2021 nil). No Interim Dividend was paid during the year (FY 2021 nil).

Communication online

You can view the 2022 Annual Report at www.mbplc.com/investors/annualreport. If you wish to receive notice of future general meetings and other notifications online, please register at www.mbplc.com/investors/shareholder-information/communications-sign-up or contact Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.

Certain items of business are explained below.

Resolution 2 - Annual Report on Remuneration

Shareholders are given the opportunity by law to vote on whether or not they approve the Annual Report on Directors' Remuneration (the 'Remuneration Report'). This, together with the annual statement by the Chair of the Remuneration Committee, forms the Annual Report on Remuneration and can be found on pages 89 to 106 (inclusive) of the Annual Report. This vote is advisory only. Payments made or promised to Directors will not have to be repaid, reduced or withheld in the event that the resolution is not passed. This vote will be in respect of the content of the Remuneration Report and is not specific to any Director's level or terms of remuneration. The Company's auditor, KPMG LLP, has audited those parts of the Remuneration Report that are required to be audited.

Copies of the Company's Annual Report have been sent to shareholders who have elected to receive them and are available from Equiniti or from the website: www.mbplc.com/investors/annualreport

Resolutions 3 to 11 - election and re-election of Directors

In accordance with the Articles, and in line with the UK Corporate Governance Code, all Directors will stand for re-election (other than Amanda Brown who joined the Board in July 2022 who stands for election for the first time). In view of the ongoing issues caused by Covid-19, the Board took the decision not to proceed with a Board effectiveness evaluation during FY 2022 (either internal or externally facilitated). The Board will consider if it is appropriate to carry out such an evaluation, whether internally or using an external facilitator, in FY 2023. Notwithstanding this, the Board considers that the performance of each Board member continues to be effective and demonstrates the commitment required to continue in their present roles, and accordingly supports the election and re-election of each Board member who has submitted themselves for election or re-election (as applicable).

The Company has a controlling shareholder for the purposes of the UK Listing Rules, Odyzean Limited, which as at the date of this notice holds approximately

56.7 per cent of its issued share capital. In order to comply with the UK Listing Rules relating to controlling shareholders, the election of Amanda Brown and re-election of Dave Coplin and Jane Moriarty, being the Company's three Independent Non-Executive Directors, must be approved by a majority of both:

(a) the shareholders of the Company; and (b) the independent shareholders of the Company (being shareholders other than Odyzean Limited and its associates). Resolutions 3, 5 and 10 are proposed as ordinary resolutions and can be voted on by all shareholders of the Company. However, the votes cast by independent shareholders will be counted separately in order to assess whether both limbs (a) and (b) are satisfied and the Company will announce the results on this basis.

In accordance with the UK Listing Rules, if any of resolutions 3, 5 or 10 are not approved by a majority of both the (a) shareholders of the Company and (b) independent shareholders of the Company, the failed resolution may be put to shareholders of the Company at a general meeting which must be held between 90 and 120 days from the date of the original vote. In such circumstances, any Independent Non-Executive Director(s) whose appointment has not been approved by both (a) shareholders of the Company and (b) independent shareholders of the Company will be treated as having been elected or re-elected (as applicable) from the date of the original vote until either (i) the date when they are elected or re-elected (as applicable), being the date of the subsequent general meeting, or (ii) the date of any announcement by the Board that the Independent Non-Executive Director(s) do(es) not intend to stand for election or re-election (as applicable). If a subsequent general meeting does not take place, the appointment will be treated as ceasing 120 days from the date of the original vote. If a subsequent general meeting does take place and the further resolution is approved, the Independent Non-Executive Director(s) will be treated as having been elected or re-elected (as applicable) until the following AGM of the Company. However, if at a subsequent general meeting the further resolution fails, the appointment(s) of the Independent Non-Executive Director(s) so concerned will cease on that date.

Biographical details of all Board Directors can be found on pages 62 and 63 of the Annual Report and in respect of those Board Directors submitted for election or re-election, also on page 5 in the Notice of AGM. The Board believes this information is sufficient to enable shareholders to make an informed decision on their election or re-election as appropriate.

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Mitchells & Butlers plcNotice of Meeting 2023

Chairman's letter and explanation of business continued

Resolutions 12 and 13 - reappointment of auditor and the auditor's remuneration

The Company is required to appoint an auditor to serve in office until the conclusion of the Company's next general meeting at which accounts are laid, which is expected to be its next annual general meeting.

Resolution 12 proposes the reappointment of KPMG LLP as the auditor of the Company to hold office with effect from the end of the AGM.

Resolution 13 seeks authority for the Directors to determine the auditor's remuneration.

Resolution 14 - political donations

Part 14 of the Companies Act 2006 prohibits the Company and its subsidiaries from making political donations or from incurring political expenditure in respect of a political party or other political organisation or an independent election candidate unless authorised by the Company's shareholders. Aggregate donations made by the Group of £5,000 or less in any 12-month period will not be caught.

Neither the Company nor any of its subsidiaries has any intention of making any political donation or incurring any political expenditure. However, the Companies Act 2006 defines 'political party', 'political organisation', 'political donation' and 'political expenditure' widely. For example, bodies such as those concerned with policy review and law reform or with the representation of the business community or sections of it, which the Company and/or its subsidiaries may see benefit in supporting, may be included in these definitions.

Accordingly, the Company wishes to ensure that neither it nor its subsidiaries inadvertently commit any breaches of the Companies Act 2006 through the undertaking of routine activities, which would not normally be considered to result in the making of political donations or political expenditure being incurred.

As permitted under the Companies Act 2006, the resolution extends not only to the Company but also covers all companies which are subsidiaries of the Company at any time the authority is in place.

The resolution authorises the Company and its subsidiaries to:

1. make political donations to political parties or independent election candidates not exceeding £50,000 in total;
2. make political donations to political organisations other than political parties not exceeding £50,000 in total; and
3. incur political expenditure not exceeding £50,000 in total,

provided that the aggregate amount of any such donations and expenditure shall not exceed £50,000 in the period up to the Company's Annual General Meeting in 2024, as defined in the Companies Act 2006. As required by the Companies Act 2006, the resolution is in general terms and does not purport to authorise particular donations. The authority will expire at the Company's Annual General Meeting in 2024.

Resolutions 15 and 16 - approval of Sharesave Plan and Share Incentive Plan

Shareholder approval for the Sharesave Plan and Share Incentive Plan was last granted in 2013. Shareholders are being asked to approve the adoption of renewed plans and in the case of the Share Incentive Plan the continued operation of the plan for a further 10 years. The main features of the plans as they are proposed to be renewed are summarised in Appendices 1, 2 and 4. The plan rules have been updated for changes in legislation, best practice and market developments only, and none of the changes are significant.

The existing shareholder approval to operate both these all-employee share plans (the 'All Employee Share Plans') expires on 31 January 2023. Resolutions 15 and 16 seek approval to continue to operate both these plans on substantially the same terms for a further 10 years.

The rules of the All Employee Share Plans will be produced to the AGM and initialed by the Chairman for the purposes of identification. Appendices 1, 2 and 4 on pages 9 to 11 (inclusive) set out the terms of these schemes as proposed for renewal.

Resolution 17 - approval of the 2023 Short Term Deferred Incentive Plan ('STDIP')

The existing STDIP was approved by shareholders in 2013, and, though the STDIP technically has no expiry date, it is felt appropriate to renew them in line with good governance requirements. Resolution 17 seeks approval to continue to operate the STDIP on substantially the same terms, for a further 10 years.

Appendices 3 and 4 on page 11 set out the terms of the STDIP.

Resolution 18 - notice period for meetings

Under the Shareholders' Rights Regulations the notice period for general meetings of a company (other than annual general meetings) is 21 clear days unless certain requirements are satisfied. The Company has met the requirements and, accordingly, Resolution 18 is proposed to allow the Company to continue to call general meetings on 14 clear days' notice. The Directors believe it is in the best interests of the shareholders of the Company to preserve the shorter notice period and, accordingly, are putting this resolution to the AGM. It is intended that this flexibility will only be used for non-routine business and where merited in the interests of shareholders as a whole. The approval will be effective until the Company's Annual General Meeting in 2024, when it is expected that a similar resolution will be proposed. It should also be noted that in order to be able to call a general meeting on less than 21 clear days' notice, the Company must make a means of electronic voting available to all shareholders.

Yours faithfully

Bob Ivell

Chairman

21 December 2022

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Mitchells & Butlers plcNotice of Meeting 2023

Board biographies

Amanda Brown

Non-Executive Director

A, R, N, C

Amanda joined the Board in July 2022 as an independent Non-Executive Director. She is a Non-Executive Director and Chair of the Remuneration Committee of Micro Focus International PLC and was formerly the Chief Human Resources Officer of Hiscox Limited. She previously held senior executive roles with Whitbread Group PLC, PepsiCo, Inc and Mars, Inc. Amanda is Chair of the Remuneration Committee.

Keith Browne

Non-Executive Director

P

Appointed as a Non-Executive Director in September 2016, Keith is a nominated shareholder representative of Elpida Group Limited, which, as part of the Odyzean Group, is a significant shareholder in Mitchells & Butlers. He is a Non-Executive Director of Grove Limited, the holding company of Barchester Healthcare Limited. Keith obtained a Bachelor of Commerce Degree from University College Dublin, qualified as a chartered accountant in 1994 and subsequently gained an MBA from University College Dublin. After joining KPMG Corporate Finance in 1996, he became a partner in the firm in 2001 and Head of Corporate Finance

in 2009. He retired from the partnership to operate as an Independent Consultant in 2011.

Dave Coplin

Non-Executive Director

A, R, N, C

Appointed as an independent Non-Executive Director in February 2016, Dave is the Chief Executive Officer and founder of The Envisioners Limited. He was formerly the Chief Envisioning Officer for Microsoft Limited, and is an established thought leader on the role of technology in our personal and professional lives. For over 25 years he has worked across a range of industries and customer marketplaces, providing strategic advice and guidance around the role and optimisation of technology in modern society, both inside and outside of the world of work. Dave is also a Non-Executive Director of each of the Pensions and Lifetime Savings Association and Vianet Group plc.

Eddie Irwin

Non-Executive Director

N, C

Appointed as a Non-Executive Director in March 2012, Eddie is a nominated shareholder representative of Elpida Group Limited, which, as part of the Odyzean Group, is a significant shareholder in Mitchells & Butlers. Eddie is Finance Director of Coolmore, a leading thoroughbred bloodstock breeder with operations in Ireland, the USA and Australia and a Non-Executive Director of Grove Limited, the holding company of Barchester Healthcare Limited. He graduated from University College Dublin with a Bachelor of Commerce Degree and he is a Fellow of both The Association of Chartered Certified Accountants and The Chartered Governance Institute.

Bob Ivell

Non-Executive Chairman

R, N, M, C, P

Appointed to the Board in May 2011, Bob has over 40 years of extensive food and beverage experience with a particular focus on food-led, managed restaurants, pubs and hotels. He is currently a Non-Executive Director of Charles Wells Limited and a Board member of UK Hospitality. He was previously Senior Independent Director of AGA Rangemaster Group plc and Britvic plc, and a main Board Director of S&N plc as Chairman and Managing Director of its Scottish & Newcastle retail division. He has also been Chairman of Carpetright plc, Regent Inns, Park Resorts and David Lloyd Leisure Limited, and was Managing Director of Beefeater Restaurants, one of Whitbread's pub restaurant brands, and a Director of The Restaurant Group. Bob is Chair of the Nomination Committee, the Pensions Committee, the Market Disclosure Committee and the Corporate Responsibility Committee.

Tim Jones

Chief Financial Officer

M, E, P

Tim was appointed Chief Financial Officer in October 2010. Prior to joining the Company, he held the position of Group Finance Director for Interserve plc, a support services group. Previously, he was Director of Financial Operations at Novar plc and held senior financial roles both in the UK and overseas in the logistics company, Exel plc. Tim is a member of the Institute of Chartered Accountants in England and Wales and obtained an MA in Economics at Cambridge University.

Josh Levy

Non-Executive Director

R, P

Appointed as a Non-Executive Director in November 2015, Josh is a nominated shareholder representative of Piedmont Inc., which, as part of the Odyzean Group, is a significant shareholder in Mitchells & Butlers. Josh is Chief Executive of Ultimate Finance Group, Chairman of Avenue Insurance and a Director of Tavistock Group. Josh previously worked in the Investment Banking Division of Investec Bank.

Jane Moriarty

Senior Independent Director

A, R, N, C, M

Appointed as an independent Non-Executive Director in February 2019, Jane is a Fellow of the Institute of Chartered Accountants in Ireland, and currently a Non-Executive Director of Babcock International Group PLC, and a Director of NG Bailey Group Limited, Quarto Group Inc., Tennants Consolidated Limited, Nyrstar NV and Martin's Investments Limited. Jane was previously a senior advisory partner with KPMG LLP. Jane is Chair of the Audit Committee.

Phil Urban

Chief Executive

M, E, P

Phil joined Mitchells & Butlers in January 2015 as Chief Operating Officer and became Chief Executive in September 2015. Phil was previously Managing Director at Grosvenor Casinos, a division of Rank Group and Chairman of the National Casino Forum. Prior to that, he was Managing Director for Whitbread's Pub Restaurant Division, and for Scottish & Newcastle Retail's Restaurants and Accommodation Division. Phil has an MBA and is a qualified management accountant ('CIMA').

Biographies of the Directors seeking re-election are on pages 62 and 63 of the 2022 Annual Report.

Key to Committee Membership

1. Audit Committee

1. Remuneration Committee N Nomination Committee
   M Market Disclosure Committee E Executive Committee
   C Corporate Responsibility Committee P Pensions Committee

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Mitchells & Butlers plcNotice of Meeting 2023