MCBRIDE PLC — Proxy Solicitation & Information Statement 2011

Sep 14, 2011

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt about the contents of this document or the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markers Act 2000.

If you sell or otherwise transfer or have sold or otherwise transferred all of your ordinary shares you should send this document and the accompanying Form of Proxy as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. However, such documents should not be distributed, forwarded or transmitted into any jurisdiction in which to do so would constitute a breach of the relevant laws of such jurisdiction. If you sell or have sold or otherwise transferred only part of your holding, you should retain these documents.

(Incorporated in England and Wales – No. 2798634)

Shareholders should read the whole of this document and not just rely on the summarised information set out in the Chairman's letter.

Directors		Registered Office
Iain Napier	(Non-Executive Chairman)	28th Floor
Chris Bull	(Chief Executive)	Centre Point
Richard Armitage	(Group Finance Director)	103 New Oxford Street
Christine Bogdanowicz-Bindert	(Independent Non-Executive Director)	London
Jeff Carr	(Independent Non-Executive Director)	WC1A 1DD
Bob Lee	(Independent Non-Executive Director)
Colin Smith	(Senior Independent Non-Executive Director)
Sandra Turner	(Independent Non-Executive Director)

14 September 2011

Dear Shareholder

Annual General Meeting

The Annual General Meeting (AGM) of McBride plc (the Company) is to be held at 1st Floor, Centre Point, 103 New Oxford Street, London WC1A 1DD on Monday 24 October 2011 at 2.30 pm. The formal notice convening the meeting is set out on pages 5 to 10 of this document. This document describes, and gives a detailed explanation of, each resolution to be proposed at the AGM.

At the Company's General Meeting on 24 March this year, shareholders approved the issue of non-cumulative redeemable preference shares with a nominal value of 0.1 pence each (B Shares) as a new method of making payments to shareholders in place of a dividend which could then be redeemed for cash. The Company wishes to continue to issue B Shares during the year ending 30 June 2012 and a resolution is included in the Notice of Annual General Meeting (Resolution 14). Shareholders will be able to redeem for cash the B Shares immediately they are issued. Details of the scheme can be found in the original documents issued for the General Meeting, in the booklet entitled 'Your Guide to B Shares' and on the Company's website at www.mcbride.co.uk.

Explanatory Notes

The following paragraphs set out in summary form the resolutions to be proposed at the AGM.

Ordinary Resolutions

Report and accounts – Resolution 1

The directors are required to present the financial statements of the Company for the year ended 30 June 2011, together with the reports of the directors and auditors, to the AGM. The annual report and accounts include the business review and statements on the Group's compliance with corporate governance and on corporate social responsibility.

Directors' remuneration report – Resolution 2

This resolution is to receive and approve the directors' remuneration report for the year ended 30 June 2011. The report is set out on pages 70 to 76 of the annual report.

Final dividend – Resolution 3

The directors recommend a final dividend on the ordinary shares of the Company of 4.8 pence per share (to be paid on 25 November 2011 to all ordinary shareholders who are on the register of members at close of business on 28 October 2011). Subject to approval of resolution 14, this will be remitted through the allotment and issue of B Shares. As indicated above, shareholders will be able to redeem the B Shares for cash immediately they are issued.

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Re-election and election of directors – Resolutions 4, 5, 6, 7, 8 and 9
(biographical details are set out on page 59 of the 2011 annual report)

The performance of the Board as a whole, as well as the contribution made by the individual non-executive directors, has been reviewed during the course of the year. After considering this evaluation the Board considers that the individuals continue to demonstrate a great deal of commitment to their roles and that their respective skills complement each other to enhance the overall operation of the Board.

The following directors offer themselves for re-election as directors:

Iain Napier – joined the Board on 1 July 2007 as non-executive Chairman.

Iain retires and, being eligible, offers himself for re-election. He has strong experience of international, consumer goods markets and brings proven leadership skills to the Board.

Richard Armitage – joined the Board on 1 November 2009.

Richard retires and, being eligible, offers himself for re-election. He has experience in the chemical industry where he has worked in several senior financial management roles.

Christine Bogdanowicz-Bindert – joined the Board on 1 September 2003.

Christine retires and, being eligible, offers herself for re-election for the period to 31 December 2011, when she will step down from the Board. Christine is an international financier and has good knowledge of overseas markets in the Group's field of operation, in particular in Central and Eastern Europe.

Chris Bull – joined the Board on 4 May 2010.

Chris retires and, being eligible, offers himself for re-election. He has strong international commercial experience supported by a background in manufacturing operations.

Bob Lee – joined the Board on 1 September 2003.

Bob retires and, being eligible, offers himself for re-election. He brings knowledge of the petrochemical industry and purchasing to the Board.

The following director offers herself for election as a director:

Sandra Turner

Sandra, having been appointed since the last AGM and being eligible, offers herself for election. She was appointed as a non-executive director on 1 August 2011. She has a strong background in the retail sector.

Re-appointment of auditors – Resolution 10

This resolution proposes the re-appointment of KPMG Audit Plc as auditors of the Company to hold office from the conclusion of the AGM 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 forthcoming tender of the audit firm is determined.

Auditors' remuneration – Resolution 11

This resolution proposes that the remuneration of the auditors be determined by the directors.

Donations to political organisations – Resolution 12

This resolution will give the Company and each relevant subsidiary the authority, for the purposes of section 366 of the Companies Act 2006 (the Act), to make or incur:

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

in each case during the period beginning with the date of the passing of this resolution and ending at the conclusion of the AGM in 2012, provided that the aggregate amount of political donations and political expenditure made or incurred by the Company and each relevant subsidiary pursuant to this resolution shall not exceed £50,000.

Whilst it remains the Company's policy not to make donations or incur expenditure for party political purposes, the need for this resolution arises in order to prevent any inadvertent breach of the provisions of the Act which prohibit the making of political donations or incurring of political expenditure without authority. An inadvertent breach could occur as the definitions of 'political donations' and 'political expenditure' under the Act are potentially open to wide interpretation.

Authority to allot ordinary shares – Resolution 13

Your directors may allot ordinary shares and grant rights to subscribe for, or convert any security into, shares only if authorised by the shareholders. The authority previously given to the directors at the last AGM of the Company will expire at this year's AGM. This resolution will grant the directors authority to allot ordinary shares and grant rights to subscribe for, or convert any security into, ordinary shares (a) up to an aggregate nominal amount of £5.9 million and (b) comprising equity securities up to an aggregate nominal amount (when added to allotments under part (a) of this resolution) of £11.8 million where the allotment is in connection with a rights issue.

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These amounts represent approximately one third and two thirds respectively of the total issued ordinary share capital of the Company (excluding treasury shares) as at 14 September 2011. If given, these authorities will expire at the conclusion of the AGM in 2012. Where usage of these authorities exceeds the thresholds suggested by the Association of British Insurers (the ABI) in their December 2008 guidance, your directors will stand for re-election at the following AGM to the extent required by the ABI.

The Company held 1,186,684 treasury shares as at 14 September 2011 representing 0.66% of the issued ordinary share capital (excluding treasury shares). The directors have no present intention to exercise this authority other than in respect of the Company's obligations under the share option and incentive schemes.

Proposed allotment and issue of B Shares/Payments to shareholders – Resolution 14

At the Company's General Meeting on 24 March 2011, shareholders approved the issue of B Shares as a method of making payments to shareholders in place of a dividend which could then be redeemed for cash. The Company now proposes to continue to issue B Shares as a method of making payments to shareholders during the course of the year ending 30 June 2012. The Company also offers to redeem for cash all B Shares currently in issue and (subject to the approval of resolution 14 at the AGM) all B Shares to be issued during the year ending 30 June 2012, in accordance with the procedure set out in the booklet entitled 'Your Guide to B Shares', a copy of which is available on the Group's website at www.mcbride.co.uk or can be obtained by contacting the Company directly. The booklet also contains further details regarding the Company's B Share scheme generally.

Paragraph (a) of resolution 14 is the authority for the directors to capitalise up to £15 million standing to the credit of the Company's share premium account or such other reserve as the Company may legally use in paying in full and 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 (Articles). If given, this power will expire at the conclusion of the AGM in 2012.

Paragraph (b) of resolution 14 is the authority for the directors to allot and issue B Shares, credited as fully paid, up to an aggregate nominal amount of £15 million (representing 7.0% of the market capitalisation of the ordinary share capital in issue (excluding shares held in treasury) as at 14 September 2011 (being the latest practicable date prior to publication of this document)). The directors intend to allot and issue B Shares to shareholders on the basis of 48 B Shares for each ordinary share held on 28 October 2011. As no decision can or will be taken with regard to a possible further issue of B Shares until after the interim accounts are finalised, the capitalisation limit has been set at approximately one and three quarters the maximum amount needed for the proposed issue of B Shares in November 2011. This is to ensure that the directors have sufficient authority to allot and issue B Shares in May 2012 should they so wish. If given, this power will expire at the conclusion of the AGM in 2012 and such authority shall be additional to, and without prejudice to, the authority granted in resolution 13 above.

Shareholders will not have to make any payments for the B Shares.

If all 8,689,934,448 B Shares issued in November 2011 are redeemed on 25 November 2011 redemption payments would amount to £8,689,934.

Special resolutions

Power to allot ordinary shares for cash – Resolution 15

This resolution seeks to renew the directors' power to allot equity securities or sell treasury shares for cash in certain limited circumstances otherwise than to existing shareholders pro rata to their holdings. The power granted at the last AGM is due to expire at this year's AGM. Apart from offers or invitations in proportion to the respective number of shares held, the power is limited to the allotment of equity securities and the sale of treasury shares for cash up to an aggregate nominal value of £899,268 (being 5% of the issued ordinary share capital (excluding treasury shares) as at 14 September 2011). If given, this power will expire at the conclusion of the AGM in 2012.

Your directors will have due regard to institutional guidelines in relation to any exercise of this power, in particular the requirement for advance consultation and explanation before making any non pre-emptive cash issue pursuant to this resolution which exceeds 7.5% of the Company's issued share capital in any rolling three year period.

Purchase of own shares – Resolution 16

The directors also consider it appropriate to renew shareholders' approval to enable the Company to purchase its own shares. Accordingly, this special resolution seeks authority to enable the Company to make market purchases of up to 17,985,000 of its own ordinary shares (being approximately 10% of the issued ordinary share capital (excluding treasury shares) as at 14 September 2011). The maximum price (exclusive of expenses) which may be paid for each 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 the share is contracted to be purchased and (ii) the price stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation 2003. The minimum price (exclusive of expenses) per share shall be 10 pence, being the par value of the shares.

Any shares purchased under this authority will be either cancelled and the number of shares in issue reduced accordingly or held as treasury shares in accordance with the Act. Shares held in treasury can be cancelled, sold for cash or, in appropriate circumstances, used to meet obligations under employee share schemes. The Company expects to hold repurchased shares pursuant to the authority conferred by this resolution as treasury shares. This would give the Company the ability to re-issue treasury shares quickly and cost-effectively and would provide the Company with additional flexibility in the management of its capital base. Any issue of treasury shares for the purposes of the Company's employee share schemes will be made within any applicable anti-dilution limits set by the ABI. Any shares held in treasury would not be eligible to vote nor would any dividend be paid on any such shares.

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The directors believe that it is advantageous for the Company to have this flexibility to make market purchases of its own shares. This authority would be used only after careful consideration by the directors, having taken into account market conditions prevailing at the time and the business needs and investment demands of the Company, and the directors will only utilise this authority if satisfied that this would result in an increase in earnings per share and it is in the best interests of shareholders generally. If given, this authority will expire at the conclusion of the AGM in 2012.

As at 14 September 2011 the total number of outstanding options to subscribe for ordinary shares was 3,255,118. This represents 1.81% of the Company's issued ordinary share capital (excluding treasury shares). If the authority to purchase the Company's ordinary shares was exercised in full these options would then represent 2.01% of the Company's issued share capital (excluding treasury shares).

Notice of general meetings – Resolution 17

Changes made to the Act by the Companies (Shareholders' Rights) Regulations 2009 increase the notice period required for general meetings of the Company to at least 21 clear days unless shareholders approve a shorter notice period, which cannot however be less than 14 clear days. (AGMs will continue to be held on at least 21 clear days' notice.)

Resolution 17 seeks shareholder approval to continue to call general meetings (other than AGMs) on less than 21 clear days' notice. The shorter notice would not be used as a matter of routine, but only when the flexibility is merited by the business of the meeting (such as time sensitive matters) and in circumstances where it is to the advantage of the shareholders as a whole. If given, this authority will expire at the conclusion of the AGM in 2012, when it is intended that a similar resolution will be proposed. This is the same authority as was granted at last year's AGM.

Action required

Whether or not you are able to attend the meeting, you may complete and submit your proxy electronically by accessing www.eproxyappointment.com. For security reasons, members will need to provide their shareholder reference number (SRN), personal identification number (PIN) and the identifying meeting control number to validate the submission of their proxy online. Members' individual SRN, PIN and control number have been notified electronically to those members who have elected to receive the Company's shareholder communications electronically. Otherwise, members' individual SRN, PIN and control number are shown on the printed Form of Proxy.

If you are a CREST member, you can register your proxy vote electronically by using the service provided by Euroclear.

As an alternative to submitting your proxy electronically, you may complete the Form of Proxy and return it in the prepaid envelope provided to the Company's registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, as soon as possible and in any event so as to arrive not later than 2.30 pm on 21 October 2011, being not less than 48 hours before the time appointed for the meeting. In calculating this date, and in accordance with the provisions of the Articles and section 360B of the Act, no account shall be taken of a day that is not a working day whilst granting the shareholders the longest possible time to be entered on the register.

For further information, see the instructions printed on the Form of Proxy. Completion and return of a Form of Proxy will not prevent you from attending and voting in person at the meeting should you wish to do so.

Recommendation

The Board considers that the resolutions set out in the Notice of Annual General Meeting are in the best interests of the Company and of its shareholders. Accordingly, the Board recommends shareholders to vote in favour of the resolutions, as each of the directors intends to do in respect of their own beneficial holdings.

Yours faithfully

Iain Napier

Chairman

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McBride PLC

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the eighteenth Annual General Meeting (AGM) of McBride plc (the Company) will be held at 1st Floor, Centre Point, 103 New Oxford Street, London WC1A 1DD on 24 October 2011 at 2.30 pm for the transaction of the following business.

Ordinary Resolutions

Resolution 1
To receive, consider and approve the Company's report and accounts for the financial year ended 30 June 2011, together with the directors' report and the auditors' report on those accounts.

Resolution 2
To receive, consider and approve the directors' remuneration report for the year ended 30 June 2011.

Resolution 3
To declare a final dividend of 4.8p per share for the year ended 30 June 2011, to be remitted through the allotment and issue of non-cumulative redeemable preference shares with a nominal value of 0.1 pence each (B Shares).

Resolution 4
To re-elect John (lain) Grant Napier, non-executive Chairman, as a director.

Resolution 5
To re-elect Richard James Armitage as an executive director.

Resolution 6
To re-elect Christine Anne Bogdanowicz-Bindert as a non-executive director to 31 December 2011.

Resolution 7
To re-elect Christopher (Chris) Derek Bull as an executive director.

Resolution 8
To re-elect Robert (Bob) Anthony Lee as a non-executive director.

Resolution 9
To elect Sandra Turner as a non-executive director.

Resolution 10
To reappoint KPMG Audit Plc 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.

Resolution 11
To authorise the directors to determine the auditors' remuneration.

Resolution 12
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 12, '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.

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Resolution 13

That the directors of the Company be and they are hereby generally and unconditionally authorised for the purposes of section 551 of the Act to exercise all the powers of the Company to allot ordinary 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.

Resolution 14

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 (Articles); 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 Act, 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 above; 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.

Special Resolutions

Resolution 15

That, subject to the passing of resolution 13 set out in the Notice of Annual General Meeting 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 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.

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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.

Resolution 16

That in accordance with sections 693 and 701 of 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 2011);

(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.

Resolution 17

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

By Order of the Board

Carole A Barnet
Company Secretary

14 September 2011

Registered Office:
28th Floor
Centre Point
103 New Oxford Street
London
WC1A 1DD

Registered in England and Wales number 2798634

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NOTES

1 Proxies

Only holders of ordinary shares are entitled to attend and vote at this meeting. A member is entitled to appoint another person as his proxy to exercise all or any of his rights to attend, to speak and to vote at the AGM. A member may appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him. A proxy need not be a member of the Company. A Form of Proxy for the meeting is enclosed.

To be valid any Form of Proxy or other instrument appointing a proxy needs to be received by post or by hand (during normal business hours) by the Company's registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, or at the electronic address provided in the Form of Proxy, as soon as possible and in any event so as to arrive not later than 2.30 pm on 21 October 2011, being not less than 48 hours before the time of the meeting. In calculating this date, and in accordance with the provisions of the Articles and section 360B of the Act, no account shall be taken of a day that is not a working day whilst granting shareholders the longest possible time to be entered on the register. If you are a CREST member, see note 3 below.

Completion of a Form of Proxy, or other instrument appointing a proxy, or any CREST Proxy Instruction will not preclude a member attending and voting in person at the meeting.

2 Completion of proxies

As an alternative to completing and returning the printed Form of Proxy, you may submit your proxy electronically by accessing www.eproxyappointment.com. For security reasons, members will need to provide their shareholder reference number (SRN), personal identification number (PIN) and identifying meeting control number to validate the submission of their proxy online. Members' individual SRN, PIN and control number are shown on the printed Form of Proxy.

3 CREST Members

Alternatively, if you are a member of CREST, you may register the appointment of a proxy by using the CREST electronic proxy appointment service. Further details are contained below. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM and any adjournment(s) thereof by using the procedures, and to the address, described in the CREST Manual (available via www.euroclear.com/CREST) subject to the provisions of the Articles. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK and Ireland specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID 3RA50) no later than 2.30 pm on 21 October 2011, being not less than 48 hours before the time of the AGM. In calculating this 48 hours, no account shall be taken of a day that is not a working day. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear UK and Ireland does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

4 Nominated persons

Under the Act, where a shareholder holds shares on behalf of another person (in the way that most share dealing accounts are set up), the registered shareholder can nominate that other person (a Nominated Person) to receive documents published by the Company, such as reports and accounts and notices of AGMs. Any Nominated Person who has received this notice may, under an agreement with the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the registered shareholder as to the exercise of voting rights.

The statement of the rights of members in relation to the appointment of proxies in paragraphs 1, 2 and 3 above does not apply to a Nominated Person. The rights described in these paragraphs can only be exercised by members of the Company.

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5 Corporate members

Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

6 Right to attend and vote

In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001, the Company hereby specifies that, to have the right to attend and vote at the AGM (and also for the purpose of calculating how many votes a person entitled to attend and vote may cast), a person must be entered on the register of holders of the ordinary shares of the Company by no later than 2.30 pm on 21 October 2011, being not more than 48 hours before the time fixed for the meeting. In calculating this date, and in accordance with the provisions of the Articles and section 360B of the Act, no account has been taken of a day that is not a working day whilst granting shareholders the longest possible time to be entered on the register. Changes to entries on the register after this time shall be disregarded in determining the rights of any person to attend or vote at the meeting.

7 Documents on display

Copies of executive directors' service agreements, letters of appointment of non-executive directors and a copy of the Articles are available for inspection at the Company's registered office during normal business hours from the date of this notice until the close of the AGM (except days that are not working days). All these items will also be available for inspection at the place of the AGM for at least 15 minutes prior to and during the meeting. The letters of appointment of non-executive directors and the Articles, as well as a copy of this Notice of Annual General Meeting and other information required by section 311A of the Act, will also be available on the Company's website at www.mcbride.co.uk.

8 Total number of shares and voting rights

As at 14 September 2011 (being the last practicable day prior to the publication of this Notice) the Company's issued share capital consisted of 179,853,617 ordinary shares carrying one vote each. (This excludes 1,186,684 ordinary shares held as treasury shares, which carry no voting rights.) Therefore, the total voting rights in the Company as at that date were 179,853,617.

9 Website publication of audit concerns

Shareholders should note that it is possible that under section 527 of the Act, pursuant to requests made by members of the Company meeting the threshold requirements under that section, the Company may be required to publish on its website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditors' report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an auditor of the Company appointed for the financial year beginning 1 July 2011 ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Act (in each case) that the members propose to raise at the AGM. The Company may not require the members requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Act. Where the Company is required to place a statement on its website under section 527 of the Act, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Act to publish on its website.

10 Right to ask questions

Any member attending the AGM has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

11 Electronic communications

Any website or electronic address (within the meaning of section 333(4) of the Act) provided either in this Notice of Annual General Meeting or in any related documents (including the Chairman's letter and the Form of Proxy) may not be used to communicate with the Company for any purposes other than those expressly stated.

12 Non-United Kingdom resident shareholders

Shareholders who are not resident in the United Kingdom should consult their professional advisers to ascertain whether the effect of the redemption or subsequent disposal of B Shares by them will be subject to any restrictions or require compliance with any formalities imposed by the laws or regulations of, or any body or authority located in, the jurisdiction in which they are resident or to which they are subject. In particular, it is the responsibility of any shareholder not resident in the United Kingdom wishing to redeem B Shares or otherwise dispose of any shares in the Company to satisfy himself or herself fully as to observance of any government, exchange control or other consents which may be required or the compliance with other necessary formalities needing to be observed and the payment of any issue, transfer or other taxes or duties in such jurisdiction. The distribution of this document in certain jurisdictions may be restricted by law. Persons into whose possession this document comes should inform themselves about and observe any such restrictions. Neither this document nor any other document issued or to be issued by or on behalf of the Company in connection with the redemption of B Shares constitutes an invitation or offer to redeem B Shares in any jurisdiction in which such invitations or offers are unlawful.

In the event that the Board is advised that the allotment and issue of B Shares would or might infringe the laws of any jurisdiction outside the United Kingdom, or would or might require the Company to obtain governmental or other consent, or affect any registration, filing or other formality with which, in the opinion of the Company, it would be unable to comply or which it regards as unduly onerous, the Company will have the right to issue the B Shares to which such shareholders are entitled, to a nominee on behalf of such shareholders which nominee shall be entitled to sell or redeem such B Shares for cash with the net proceeds of such sale or redemption (as the case may be) being remitted to such shareholders. Any remittance of the net proceeds of sale or redemption shall be at the risk of the relevant shareholder.

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In particular, but without prejudice to the generality of the foregoing, the B Shares have not been and will not be registered under the US Securities Act of 1933 (as amended) or the state securities laws of any state of the United States and such shares may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of such laws.

Each recipient of the B Shares within the state of New York, by accepting delivery of this document, will be deemed to have represented, agreed and acknowledged that it has received a copy of this document and such other information as it deems necessary to make an investment decision and that it:

(a) understands and acknowledges that the B Shares have not been and will not be registered under the Securities Act, and therefore may not be offered or sold, directly or indirectly, in the United States or to or for the account or benefit of any United States person, except in compliance with the registration requirements of the Securities Act and other applicable laws or pursuant to any exemption therefrom; and

(b) is acquiring the B Shares for its own account and (subject to disposition of its property being at all times within its control) not with a view to any resale or distribution or other disposition thereof.

Each recipient of the B Shares within the state of California, by accepting delivery of this document, will be deemed to have represented, agreed and acknowledged that it has received a copy of this document and such other information as it deems necessary to make an investment decision and that it:

(a) understands and acknowledges that the B Shares have not been and will not be registered under the Securities Act, and therefore may not be offered or sold, directly or indirectly, in the United States or to or for the account or benefit of any United States person, except in compliance with the registration requirements of the Securities Act and other applicable laws or pursuant to any exemption therefrom;

(b) is an institutional investor under Section 25102(i) of the California Corporations Code (an Institutional Investor), has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the B Shares, and is able to bear the economic risk of such investment. Institutional Investors are defined to include:

(i) a bank, savings and loan association, trust company, insurance company, investment company registered under the Investment Company Act of 1940, or pension or profit sharing trust (other than a pension or profit sharing trust of the issuer, a self employed individual retirement plan or an individual retirement account);

(ii) any organisation described in Section 501(c)(3) of the Internal Revenue Code, as amended to 29 December 1981, which has total assets (including endowment, annuity and life income funds) of not less than $5,000,000 according to its most recent audited financial statement;

(iii) any corporation which has a net worth on a consolidated basis of not less than $14,000,000 according to its most recent audited financial statement;

(iv) any wholly owned subsidiary of any of the foregoing institutional investors; or

(v) the federal government of the United States (the Federal Government), any agency or instrumentality of the Federal Government, any corporation wholly owned by the Federal Government, any state, any city, city and county, or county, or any agency or instrumentality of a state, city, city and county, or county, or any state university or state college and any retirement system for the benefit of employees of any of the foregoing;

(vi) provided that any purchaser listed in (i) to (v) above represents that it is purchasing for its own account (or for such trust account) for investment and not with a view to or for sale in connection with any distribution of securities; and

(c) is acquiring the B Shares for its own account and (subject to disposition of its property being at all times within its control) not with a view to any resale or distribution or other disposition thereof.

The document, copies thereof or any document relating to the B Shares are only being distributed to shareholders. The B Shares are therefore only being issued to shareholders.

Annual General Meeting
1st Floor
Centre Point
103 New Oxford Street
London
WC1A 1DD

Telephone: +44 (0)20 7539 7850
Facsimile: +44 (0)20 7539 7855

Location
Centre Point is located in Central London at the junction of Tottenham Court Road, Oxford Street and New Oxford Street. It is immediately above Tottenham Court Road tube station from which it is recommended that Exit 4 is used to access Centre Point.

10

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McBride plc
28th Floor
Centre Point
103 New Oxford Street
London WC1A 1DD
United Kingdom

Telephone: +44 (0)20 7539 7850
Facsimile: +44 (0)20 7539 7855

www.mcbride.co.uk