MCBRIDE PLC — AGM Information 2013

Oct 15, 2013

Company No. 2798634

THE COMPANIES ACT 2006

RESOLUTION

OF

McBRIDE PLC

At the annual general meeting (AGM) of the Company held on 14 October 2013 the following resolution was passed as a special resolution:

That, subject to the passing of resolution 12 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 12; 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 12(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 12(a), and otherwise than pursuant to paragraph (i) of this resolution, for cash up to an aggregate nominal amount of £911,046 being 5% of the Company's issued ordinary share capital (excluding treasury shares) as at 2 September 2013.

This power shall expire on the earlier of 13 April 2015 and the conclusion of the next AGM 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.

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Company No. 2798634

THE COMPANIES ACT 2006

RESOLUTION

OF

McBRIDE PLC

At the annual general meeting (AGM) of the Company held on 14 October 2013 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 long-term incentive schemes, provided that:

(a) the maximum aggregate number of ordinary shares which may be so purchased is 18,221,000 (representing approximately 10% of the Company's issued ordinary share capital (excluding treasury shares) as at 2 September 2013);
(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 on the earlier of 13 April 2015 and the conclusion of the next AGM; 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.

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Company No. 2798634

THE COMPANIES ACT 2006

RESOLUTION

OF

McBRIDE PLC

At the annual general meeting of the Company held on 14 October 2013 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.