MCBRIDE PLC — AGM Information 2020

Nov 23, 2020

MCBRIDE PLC

2020 ANNUAL GENERAL MEETING

RESOLUTIONS PASSED (OTHER THAN ORDINARY BUSINESS RESOLUTIONS)

At the Annual General Meeting of the members of McBride plc (the Company) duly convened and held on Monday 23 November 2020, the following resolutions were passed as special business. Resolutions 4 and 13 to 15 (inclusive) were passed as ordinary resolutions and Resolutions 16 to 18 (inclusive) were passed as special resolutions:

• 1. That the McBride plc 2020 Restricted Share Unit Plan (RSU Plan), the principal terms of which are summarised in Appendix 2 to the notice of the meeting, and the draft rules of which are produced to the meeting and initialled by the Chairman of the meeting for the purpose of identification, is approved and the directors are authorised to:
• (a) do all acts and things which they may consider necessary or expedient to implement and operate the RSU Plan; and
• (b) adopt further plans based on the RSU Plan, but modified to apply in any overseas jurisdictions to take account of local tax, exchange control or securities laws, provided that any ordinary shares made available under any such further plans are treated as counting against the limits on individual or overall participation in the RSU Plan.
• 1. That, from the date of this Resolution until the close of business on 31 December 2021 or, if earlier, the conclusion of the Company's annual general meeting to be held in 2021, the Company and all companies which are its subsidiaries at any time during such period are authorised to:
• (a) make donations to political parties and / or independent election candidates;
• (b) make donations to political organisations other than political parties; and
• (c) incur political expenditure,

up to an aggregate total amount of £50,000, with the amount authorised for each of the heads (a) to (c) above being limited to the same total. Any such amounts may comprise sums paid or incurred in one or more currencies. Any sum paid or incurred in a currency other than sterling shall be converted into sterling at such rate as the board of directors may decide is appropriate.

Terms used in this Resolution have, where applicable, the meanings that they have in Part 14 of the Companies Act 2006 on "Control of political donations and expenditure".

• 1. That the Directors are generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot ordinary shares in the Company and to grant rights to subscribe for, or to convert any security into, ordinary shares:
• (a) up to an aggregate nominal amount of £6,033,730 (such amount to be reduced by the aggregate nominal amount of any equity securities that may be allotted pursuant to paragraph (b) below in excess of £6,033,730); and
• (b) comprising equity securities (as defined in section 560(1) of the Companies Act 2006) up to an aggregate nominal amount of £12,067,460 (such amount to be reduced by the aggregate nominal amount of shares allotted or rights granted pursuant to paragraph (a) above) in connection with or pursuant to an offer or invitation by way of a rights issue in favour of holders of ordinary shares in the capital of the Company 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,

and this authority shall expire at the close of business on 31 December 2021 or, if earlier, at the conclusion of the Company's annual general meeting to be held in 2021 (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 authority conferred by this resolution had not expired). This authority shall be in substitution for and shall replace any existing authority to allot shares or to grant rights vested in the directors on the date of the notice of this meeting that remains unexercised at the commencement of the meeting.

• 1. That the directors 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 £10 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 10 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 close of business on 31 December 2021 or, if earlier, at the conclusion of the Company's annual general meeting to be held in 2021;
• (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 £10 million to the holders of ordinary shares in the capital of the Company 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 (excluding the ordinary shares held by the Company in treasury), and provided that the authority conferred by this paragraph (b) shall expire at the close of business on 31 December 2021 or, if earlier, at the conclusion of the Company's annual general meeting to be held in 2021, and that such authority shall be in addition to, and without prejudice to, the authority conferred by Resolution 14 above; and
• (c) 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.
• 1. That, subject to the passing of Resolution 14, the directors are empowered pursuant to sections 570 and 573 of the Companies Act 2006 to allot equity securities (as defined in section 560(1) of the Act) for cash either pursuant to the authority conferred on them by Resolution 14 or by way of a sale of treasury shares, as if section 561 of that Act did not apply to any such allotment (and/or sale), and provided that this power is limited to the allotment of equity securities (and/or sale of treasury shares) for cash:
• (a) in connection with an offer to:
  • (i) ordinary shareholders (but in the case of the authority granted under Resolution 14(b), by way of a rights issue only) in proportion (as nearly as may be practicable) to their existing holdings on the record date for such allotment (and/or sale); and
  • (ii) holders of other equity securities if entitled to participate therein or if the directors consider it necessary, as permitted by the rights of those securities,

and so that the directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter;

(b) (otherwise than pursuant to sub-paragraph (a) of this Resolution) to any person or persons up to the aggregate nominal amount of £913,991,

and shall cease to have effect on the revocation or expiry (unless renewed) of the authority conferred on the directors by Resolution 14, save that the Company may before such revocation or expiry make an offer or agreement which would or might require equity securities to be allotted (and/or treasury shares to be sold) after such revocation or expiry and the directors may allot equity securities (and/or sell treasury shares) in pursuance of such offer or agreement as if the power conferred hereby had not been revoked or expired.

• 1. That the Company is generally and unconditionally authorised pursuant to section 701 of the Companies Act 2006 to make market purchases (as defined in section 693(4) of that Act) of ordinary shares in its capital on such terms and in such manner as the directors may from time to time determine, provided that:
• (a) the maximum aggregate number of ordinary shares which may be purchased under this authority is 18,279,826;
• (b) the minimum price (exclusive of expenses) which may be paid for such an ordinary share shall be its nominal value;
• (c) the maximum price (exclusive of expenses) which may be paid for such an ordinary share shall be an amount equal to the higher of (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 higher of the price of the last independent trade and the highest current independent bid for an ordinary share in the Company on the trading venue where the market purchases by the Company are carried out;

• (d) unless previously renewed, revoked or varied, this authority shall expire at the close of business on 31 December 2021 or, if earlier, at the conclusion of the Company's annual general meeting to be held in 2021; and
• (e) before this authority expires, the Company may enter into a contract to purchase ordinary shares that would or might require a purchase to be completed after such expiry and the Company may purchase ordinary shares pursuant to any such contract as if this authority had not expired.
• 1. That a general meeting of the Company (other than an annual general meeting) may be called on not less than 14 clear days' notice.

................................................... Company Secretary