MCBRIDE PLC — Proxy Solicitation & Information Statement 2019

Jun 30, 2019

McBride

ATTENDANCE CARD

McBride plc - ANNUAL GENERAL MEETING

You may submit your proxy electronically using the Share Portal service at www.signalshares.com. If not already registered for the Share Portal, you will need your Investor Code below.

Notice of Availability - Notice of AGM and Annual Report 2019

Important - please read carefully

You can now access the 2019 Annual Report and Notice of AGM by visiting this website: www.mcbride.co.uk.

If you wish to receive a paper copy of the Annual Report and/or the Notice of AGM, please contact Link Asset Services, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Telephone 0871 664 0300 (calls cost 12 pence per minute plus network extras, lines are open 8:30am to 5:30pm Monday to Friday) or on +44 371 664 0300 (if calling from outside the UK).

Please note the deadline for receiving proxies is 2:30pm on 18 October 2019.

To be held at: Building C, Central Park, Northampton Road, Manchester M40 5BP

If you wish to attend this meeting in your capacity as a holder of ordinary shares, please sign this card and on arrival hand it to the Company's registrars. This will facilitate entry to the meeting.

Signature of person attending
[_________]
Barcode:
Investor Code:

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FORM OF PROXY

McBride plc - ANNUAL GENERAL MEETING

Bar Code:
Investor Code:

I/We being a member of the company hereby appoint the Chairman of the meeting or (see note 1 above) Event Code:
Name of proxy
Number of shares proxy appointed over
[_________]

as my/our proxy to vote on my/our behalf at the Annual General Meeting of the Company to be held at 2:30pm on Tuesday 22 October 2019 and at any adjournment thereof. I have indicated with a "✓" how I/we wish my/our votes to be cast on the following resolutions:
If you wish to appoint multiple proxies please see note 1 over. ☐ Please also tick here if you are appointing more than one proxy.

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RESOLUTIONS

Please mark "✓" to indicate how you wish to vote

Ordinary Resolutions

1. To receive the Company's accounts for the financial year ended 30 June 2019, together with the Directors' report and the independent auditors' report on those accounts.
2. To approve the Directors' remuneration report for the financial year ended 30 June 2019 (other than the part containing the Directors' remuneration policy).
3. To elect Igor Tadeusz Kuzniar as a Director
4. To elect Jeffrey (Jeff) Mark Nodland as a Director
5. To re-elect John Coleman as a Director.
6. To re-elect Christopher (Chris) Ian Charles Smith as a Director.
7. To re-elect Stephen (Steve) John Hannam as a Director.
8. To re-elect Neil Simon Harrington as a Director.
9. To re-elect Sandra Turner as a Director
10. To re-appoint PricewaterhouseCoopers LLP as auditors for the Company

RESOLUTIONS

Please mark "✓" to indicate how you wish to vote

1. To authorise the Directors to determine the auditor's remuneration.
2. To authorise the Company to make political donations.
3. To authorise the Directors to allot shares.
4. To authorise the Directors to allot B shares as a method of making payments to shareholders.
5. That the aggregate amount of fees that may be paid to Directors be increased by £200,000.

Special Resolutions

1. To authorise the Directors to allot shares for cash.
2. To authorise the purchase of the Company's own shares
3. To call general meeting of the Company on not less than 14 clear days' notice

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Signature

Date

You may submit your proxy electronically at www.signalshares.com

56663 McBride Proxy.indd 1

17/09/2019 15:46

JOB No	56663 McBride Proxy			DATE STARTED	08/08/19	STARTED BY	DAVE
PREVIOUS JOB No	92194	DATE AMENDED	17/09/19	AMENDED BY	DAVE	PROOF No.	3
TEMPLATE NAME		SIZE	210X297	COLOURS	CMYK
SAVED IN	PROXY	A/C HANDLER	CC STUDIO	CLIENT'S NAME	J LEE

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56663 McBride Proxy.indd 2
17/09/2019 15:46

Directions

Annual General Meeting Location

Building C, Central Park, Northampton Road, Manchester, M40 5BP
Telephone: +44 (0)161 203 7401

Public Transport

Main train lines stop at either Manchester Piccadilly or Victoria, which are a 15 minute taxi ride away from Central Park.

Alternatively, Central Park Tram Station (located on the Oldham and Rochdale line of the Manchester Metrolink) is a five minute walk.

Directions from Central Park Tram Station

On leaving the tram station proceed up towards the Metropolitan Police Headquarters at the roundabout at the top of the road. McBride plc Building C is across the roundabout.

Driving

Central Park is 20 minutes from both junction 19 of the M62 and junction 22 of the M60.

To Manchester City Centre and Train Stations

Notes

1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see over). If the proxy is being appointed in relation to less than your full voting entitlement, please enter the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).

2. To appoint more than one proxy you may photocopy this form. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.

3. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communication from the Company in accordance with section 146 of the Companies Act 2006 ("nominated persons"). Nominated persons may have a right under an agreement with the registered shareholder who holds shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.

4. If the appointer is a corporation, this form of proxy must be executed under its common seal or under the hand of an officer or attorney duly authorised. Alternatively, a company to which section 44 of the Companies Act 2006 applies, may execute this form of proxy by two authorised signatories or by a director of the company in the presence of a witness who attests the signature (in which the name of the company should be clearly stated).

5. The 'Vote Withheld' option is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

6. Entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting or adjourned meeting excluding non-working days. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

7. Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual. Shareholders wishing to vote online should visit www.signalshares.com and follow the instructions.

8. The completion and return of this form will not preclude a member from attending the meeting and voting in person. If you attend the meeting in person, your proxy appointment will automatically be terminated.

9. The Form of Proxy over must arrive at Link Asset Services, 34 Beckenham Road, Beckenham, BR3 4TU during usual business hours accompanied by any power of attorney under which it is executed (if applicable) no later than 48 hours before the time set for the meeting excluding non-working days.