Barr (A.G.) PLC — Proxy Solicitation & Information Statement 2024

Apr 23, 2024

A.G. BARR p.l.c. 2024 Annual General Meeting

PROXY FORM

Notification of Availability A.G. Barr p.l.c.

23 April 2024

Dear Shareholder This is a notification to inform you that A.G. Barr's Annual Report 2024 and Notice of Annual General Meeting 2024 are available to view or download on the Company's corporate website at www.agbarr.co.uk.

The hard copy versions of these documents will be mailed to shareholders on 1 May 2024.

Attendance Card

2024 Annual General Meeting

The 2024 Annual General Meeting of A.G. BARR p.l.c. (the "Company") will be held at the offices of Ernst and Young LLP, G1 Building, 5 George Square, Glasgow G2 1DY at 12.00 p.m. on Friday 31 May 2024 (the "Annual General Meeting").

If you attend the meeting, please bring the attendance card with you. It will help to ensure that you gain admission as quickly as possible.

A.G. BARR p.l.c. 2024 Annual General Meeting			PROXY FORM
If you wish, you can submit your proxy form electronically at www.shareview.co.uk by registering for an online PLEASE READ THE NOTES OVERLEAF CAREFULLY BEFORE COMPLETING THIS FORM portfolio using your Shareholder Reference Number shown above. Shareholder Reference Number:
You may, if you prefer, return this card in a sealed envelope to FREEPOST RTHJ-CLLL-KBKU, Equiniti Limited, Aspect House, Spencer Road, Lancing BN99 8LU. Please allow one week before the deadline to ensure your form arrives in time. Where multiple Proxy Forms are completed, they should be returned together in the same envelope.
To be valid, your proxy instructions or signed and dated Proxy Form(s) must be received no later than 12.00 p.m. on Wednesday 29 May 2024 at the offices of the Registrars at the address stated on this card.
I/we the undersigned, being a member/members of the Company, hereby appoint the Chair of the meeting or (see Note 1)
* Name
as my/our proxy to attend, vote and speak for me/us on my/our behalf at the Annual General Meeting, and at any adjournment thereof.
* Insert number of shares your proxy may vote if less than total holding (see Notes 3 and 4).
Please indicate here with an "X" if this Proxy Form is one of multiple instructions being given (see Note 3).
I/we direct my/our proxy to vote on the resolutions set out in the notice convening the Annual General Meeting as follows (see Note 2):	For		Against Withheld*
year ended 28 January 2024 together with the directors' and auditor's reports thereon. 1. To receive and approve the audited accounts of the group and the Company for the
committee and the directors' remuneration report for the year ended 28 January 2024. 2. To receive and approve the annual statement by the chair of the remuneration
3. To declare a final dividend of 12.40 pence per ordinary share of 4 1/6 pence for the year ended 28 January 2024.
4. To re-elect Mr Mark Allen OBE as a director of the Company.
5. To re-elect Mr Stuart Lorimer as a director of the Company.
6. To re-elect Ms Susan Verity Barratt as a director of the Company.
7. To re-elect Ms Zoe Louise Howorth as a director of the Company.
8. To re-elect Mr Nicholas Barry Edward Wharton as a director of the Company.
9. To re-elect Ms Julie Anne Barr as a director of the Company.
10. To elect Ms Louise Helen Smalley as a director of the Company.
11. To elect Mr Euan Angus Sutherland as a director of the Company.				Cu t a
12. To re-appoint Deloitte LLP as auditor of the Company and to authorise the audit and risk committee to fix their remuneration.				lon g
13. To adopt the Company's new Share Savings Scheme subject to the conditions set out in the resolution.				do tte
14. To authorise the directors to allot shares in the Company subject to the restrictions set out in the resolution.				d lin e t
15. To authorise the disapplication of pre-emption rights subject to the limits set out in the resolution.				o d et ac
16. To authorise the Company to purchase its own shares up to the specified amount.				h
* See Note 5
Signature		Date

		Notes
	1.	represent you. If you wish your proxy to speak on your behalf at the meeting, you will need to If you wish to appoint a proxy other than the Chair, please add his or her name in the blank appoint your own choice of proxy (not the Chair) and give your instructions directly to them. A proxy need not be a member of the Company but must attend the meeting in person to space provided, delete the words "the Chair of the meeting or" and initial the alteration.
	2.	an "X". Unless you indicate otherwise, your proxy may vote or abstain from voting as he/she To direct your proxy how to vote on the resolutions, please mark the appropriate box with thinks fit.
	3.	rights attached to the same share(s). To appoint more than one proxy, you should photocopy You may appoint more than one proxy provided each proxy is appointed to exercise rights The total number of shares entered on all the Proxy Forms you submit must not exceed the the Proxy Form. On each Proxy Form, please indicate in the box next to the proxy holder's number of shares you hold in the Company. Please also indicate, by marking the relevant name the number of shares in relation to which you authorise them to act as your proxy. attached to different shares. You may not appoint any more than one proxy to exercise box, if the proxy instruction is one of multiple instructions being given.
	4.	If no number of shares is entered, the proxy will be authorised to act on your behalf in relation to your entire shareholding in the Company.
	5.	The vote 'Withheld' option is provided to enable you to abstain on any particular resolution. calculation of votes 'For' or 'Against' a resolution. If no voting indication is given, your proxy It should be noted that a vote withheld is not a vote in law and will not be counted in the may vote or abstain from voting at his/her discretion.
	6.	or attorney of such body or executed under its common seal. If this Proxy Form is signed under a power of attorney or other authority, that power of attorney or other authority A Proxy Form for a body corporate must be either signed by a duly authorised officer (or a certified copy thereof) must be provided with the signed Proxy Form.
	7.	Only one of the joint holders need sign the Proxy Form. If more than one joint holder tenders a vote in person or by proxy, the vote of the person whose name stands first in the register will be accepted to the exclusion of the votes of the other joint holder(s).
	8.	Completion of this Proxy Form will not preclude you from attending and voting in person at the meeting should you so wish (whereupon your proxy appointment will be automatically terminated).
	9. lon do d lin Cu t a tte g	your Shareholder Reference Number, which is printed on this form. Full instructions on how to complete the voting process are provided on the Shareview website. Electronic proxies Voting Service in accordance with the procedures set out in the CREST Manual and in the Notice of AGM. Shareholders wishing to vote online may do so via the registrar's website, www.shareview.co.uk You will need to register for a Shareview online portfolio by using Shares held in uncertified form (i.e. in CREST) may be voted through the CREST Proxy must be lodged on the website no later than 12.00 p.m. on Wednesday 29 May 2024.
	o d h e t et ac	Before you can appoint a proxy via this process you will need to have agreed to Proxymity's platform, a process which has been agreed by the Company and approved by the Registrar. must be lodged by 12.00 p.m. on Wednesday 29 May 2024 in order to be considered valid. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy Institutional investors may be able to appoint a proxy electronically via the Proxymity associated terms and conditions. 10.

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Equiniti

LANCING

BN99 8LU

Freepost RTHJ-CLLL-KBKU Aspect House Spencer Road AAATDFAADAADAFDDDATTDADTDDFAFADFFADF Freepost RTHJ-CLLL-KBKU Equiniti Aspect House Spencer Road LANCING BN99 8LU