MCBRIDE PLC — AGM Information 2011

Oct 25, 2011

THE COMPANIES ACT 2006

RESOLUTION

OF

McBRIDE PLC

At the annual general meeting of the Company held on 24 October 2011 the following resolution was passed as an ordinary resolution:

That KPMG be reappointed as auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which accounts are laid before the Company, or until such time as the outcome of any tender of the audit firm is determined.

THE COMPANIES ACT 2006

RESOLUTION

OF

McBRIDE PLC

At the annual general meeting of the Company held on 24 October 2011 the following resolution was passed as an ordinary resolution:

That the directors be authorised to determine the auditors' remuneration.

THE COMPANIES ACT 2006

RESOLUTION

OF

McBRIDE PLC

At the annual general meeting (AGM) of the Company held on 24 October 2011 the following resolution was passed as an ordinary resolution:

That the Company and each relevant subsidiary be and is hereby generally and unconditionally authorised for the purposes of sections 366 and 367 of the Companies Act 2006 (the Act) to:

• make political donations to political parties or independent election candidates;
• make political donations to political organisations other than political parties; and
• incur political expenditure,

provided that the aggregate sum which may be donated or expended, as appropriate, by the Company or each relevant subsidiary pursuant to the authority granted by this resolution shall not exceed £50,000 in relation to any Company or any relevant subsidiary, which may be comprised of one or more amounts in different currencies which shall be converted at such rates as may be determined by the Board, in its absolute discretion, to be appropriate, and provided further that the authority granted by this resolution shall run until the conclusion of the AGM in 2012.

For the purposes of this resolution, 'political donations', political parties', 'political organisations', 'independent election candidates' and 'political expenditure' are to be construed in accordance with sections 363, 364 and 365 of the Act and a 'relevant subsidiary' shall be any company which is a subsidiary of the Company at the time that this resolution is passed or at any time during the period from the date of the passing of this resolution until the conclusion of the AGM in 2012.

THE COMPANIES ACT 2006

RESOLUTION

OF

McBRIDE PLC

At the annual general meeting (AGM) of the Company held on 24 October 2011 the following resolution was passed as an ordinary resolution:

That the directors of the Company be and they are hereby generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 (the Act) to exercise all the powers of the Company to allot shares and grant rights to subscribe for, or convert any security into, ordinary shares:

• (a) up to an aggregate nominal amount (within the meaning of sections 551(3) and (6) of the Act) of £5.9 million; and
• (b) comprising equity securities (as defined in section 560 of the Act) up to an aggregate nominal amount (when added to any allotments made under (a) above) of £11.8 million in connection with or pursuant to an offer or invitation by way of a rights issue in favour of holders of ordinary shares 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.

These authorities shall expire at the conclusion of the AGM in 2012 (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 authorities conferred hereby had not expired). This authority shall be in substitution for and shall replace any existing authority to the extent not utilised at the date this resolution is passed.

THE COMPANIES ACT 2006

RESOLUTION

OF

McBRIDE PLC

At the annual general meeting (AGM) of the Company held on 24 October 2011 the following resolution was passed as an ordinary resolution:

That the directors be and are authorised:

• (a) on one or more occasions, to capitalise such sum as they may determine from time to time but not exceeding the aggregate nominal sum of £15 million standing to the credit of the Company's share premium account and/or such other reserves as the Company may legally use in paying up in full at par up to 15 billion B Shares from time to time having the rights and being subject to the restrictions contained in the Company's articles of association; and provided that the authority conferred by this paragraph (a) shall expire at the conclusion of the AGM in 2012;
• (b) for the purposes of section 551 of the Companies Act 2006, to exercise all the powers of the Company to allot and issue B Shares credited as fully paid up to an aggregate nominal amount of £15 million to the holders of ordinary shares of 10 pence each in the capital of the Company (including in respect of ordinary shares held by the Company in treasury) on the register of members on any dates determined by the directors from time to time and on the basis of the number of B Shares for every ordinary share held as may be determined by the directors from time to time, and provided that the authority conferred by this paragraph (b) shall expire at the conclusion of the AGM in 2012, and that such authority shall be in addition to, and without prejudice to, the authorities and powers granted in resolution 13; and
• (c) the directors be and are hereby authorised to do all acts and things they may consider necessary or desirable to give effect to this resolution and to satisfy any entitlement to B Shares however so arising.

THE COMPANIES ACT 2006

RESOLUTION

OF

McBRIDE PLC

At the annual general meeting (AGM) of the Company held on 24 October 2011 the following resolution was passed as a special resolution:

That, subject to the passing of resolution 13 set out in the Notice of AGM of which this resolution forms part, the directors of the Company be and they are hereby empowered pursuant to sections 570 and 573 of the Companies Act 2006 (the Act) to:

• (a) allot equity securities (as defined in section 560 of the Act) of the Company for cash pursuant to the authority conferred by resolution 13; and
• (b) sell ordinary shares (as defined in section 560(1) of the Act) held by the Company as treasury shares, for cash,

as if section 561 of the Act did not apply to any such allotment or sale, provided that this power shall be limited to the allotment of equity securities for cash and the sale of treasury shares:

• (i) in connection with or pursuant to an offer or invitation (but in the case of the authority granted under resolution 13(b), by way of a rights issue only) in favour of holders of ordinary shares in proportion (as nearly as practicable) to the respective number of ordinary shares held by them on the record date for such allotment or sale (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 deem necessary or appropriate to deal with fractional entitlements, treasury shares, record dates, or legal regulatory or practical problems which may arise under the laws of, or the requirements of, any regulatory body or stock exchange in any territory or otherwise howsoever; and
• (ii) in the case of the authority granted under resolution 13(a), and otherwise than pursuant to paragraph (i) of this resolution, for cash up to an aggregate nominal amount of £899,268 being 5% of the Company's issued ordinary share capital (excluding treasury shares) as at 14 September 2011.

This power shall expire at the conclusion of the AGM in 2012 save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted, or treasury shares to be sold, after such expiry and the directors may allot equity securities or sell treasury shares in pursuance of such offer or agreement as if the power conferred hereby had not expired.

THE COMPANIES ACT 2006

RESOLUTION

OF

McBRIDE PLC

At the annual general meeting (AGM) of the Company held on 24 October 2011 the following resolution was passed as a special resolution:

That in accordance with sections 693 and 701 of the Companies Act 2006 (the Act), the Company is hereby generally and unconditionally authorised to make market purchases (as defined in section 693(4) of the Act) on the London Stock Exchange of any of its ordinary shares of 10 pence each in its capital on such terms and in such manner as the directors may from time to time determine and, where such shares are held as treasury shares, the Company may use them for the purposes of its employee share schemes, provided that:

• (a) the maximum aggregate number of ordinary shares which may be so purchased is 17,985,000 (representing approximately 10% of the Company's issued ordinary share capital (excluding treasury shares) as at 14 September 2010);
• (b) the maximum price (exclusive of expenses) at which ordinary shares may be so purchased shall not be more than the higher of an amount equal to (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 price stipulated by Article 5(1) of the EU Buy-back and Stabilisation Regulation 2003 (No. 2273/2003). The minimum price is 10 pence per ordinary share, which amount shall be exclusive of expenses, if any;
• (c) unless previously renewed, revoked or varied, this authority shall expire at the conclusion of the AGM in 2012; and
• (d) the Company may, before this authority expires, make contracts for purchases of ordinary shares which would or might be executed wholly or partly after this authority expires, and may make purchases of ordinary shares pursuant to it as if this authority had not expired.

THE COMPANIES ACT 2006

RESOLUTION

OF

McBRIDE PLC

At the annual general meeting of the Company held on 24 October 2011 the following resolution was passed as a special resolution:

That a general meeting of the Company (other than an annual general meeting) may be called on not less than 14 clear days' notice.