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MCBRIDE PLC AGM Information 2016

Oct 24, 2016

4743_agm-r_2016-10-24_a5603929-23b6-40cf-b8f9-abd866ed1805.pdf

AGM Information

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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 24 October 2016 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.

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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 24 October 2016 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 difficulties 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 7 September 2016.

This power shall expire on the earlier of 31 December 2017 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 24 October 2016 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 difficulties 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 7 September 2016.

This power shall expire on the earlier of 31 December 2017 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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