MCPHERSON'S LIMITED — Declaration of Voting Results & Voting Rights Announcements 2021

Nov 22, 2021

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ASX: MCP

23 November 2021

The Manager Market Announcements Office Australian Securities Exchange

Dear Sir / Madam,

VOTING RESULTS OF McPHERSON'S LIMITED ANNUAL GENERAL MEETING

In accordance with ASX Listing Rule 3.13.2 and section 251AA of the Corporations Act 2001 (Cth), please find attached the results of voting on all resolutions considered at the Company’s 2021 Annual General Meeting today, including instructions given to validly appointed proxies and votes cast at the meeting on a poll.

Resolutions 2, 3, 4 and 5 relating to the Remuneration Report and the election and re-election of Directors were carried.

Resolution 6 relating to the approval of issue of performance rights to the CEO and Managing Director, Mr. Grant Peck, under the McPherson's Limited Performance Rights Plan, was not carried.

On his appointment the Company entered into an agreement with Mr. Peck in relation to his employment and remuneration as the Company’s Chief Executive Officer, and as required under the Corporations Act and the Listing Rules of the Australian Securities Exchange, shareholder approval was being sought under Agenda Item 6 for certain of the benefits to be provided to him in connection with his position, in particular the grant of performance rights to Mr. Peck in the current year.

As the resolution was not carried the employment agreement requires the Company to provide comparable cash-based payments and LTI structures in lieu of each element of the proposed Rights grants. The Board will give consideration to each of these elements and seek independent advice if deemed necessary.

Yours faithfully,

P.R. Bennett Company Secretary

This ASX announcement was approved and authorised for release by McPherson’s Limited Board of Directors.

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105 Vanessa Street, Kingsgrove NSW 2208, Phone: (02) 9370 8000 Fax: (02) 9370 8090

Tuesday, 23 November 2021 Results of Meeting

The following information is provided in accordance with section 251AA(2) of the Corporations Act 2001 (Cth) and ASX Listing Rule 3.13.2.

Resolution details	Resolution details	Instructions given to validly appointed proxies (as at proxy close)	Instructions given to validly appointed proxies (as at proxy close)	Instructions given to validly appointed proxies (as at proxy close)	Instructions given to validly appointed proxies (as at proxy close)	Number of votes cast on the poll (where applicable)	Number of votes cast on the poll (where applicable)	Number of votes cast on the poll (where applicable)	Resolution Result
Resolution	Resolution Type	For	Against	Proxy's Discretion	Abstain	For	Against	Abstain*	Carried / Not Carried
2 Remuneration Report	Ordinary	35,467,921 76.82%	10,097,865 21.88%	600,718 1.30%	411,770	36,256,579 77.73%	10,386,964 22.27%	561,770	Carried
3 Election of a Director - Mr. Ari Mervis	Ordinary	45,752,970 96.70%	966,983 2.04%	599,518 1.26%	341,011	46,435,522 97.15%	1,360,988 2.85%	491,011	Carried
4 Re-election of a Director - Ms. Alison Cook	Ordinary	38,092,287 80.34%	8,705,072 18.36%	617,370 1.30%	245,853	39,047,970 81.53%	8,843,798 18.47%	395,853	Carried
5 Re-election of a Director - Mr. Geoff Pearce	Ordinary	37,377,950 79.94%	8,627,186 18.45%	752,518 1.61%	902,828	38,743,381 81.76%	8,641,312 18.24%	902,828	Carried
6. Approval of Issue of Performance Rights to the Managing Director, Mr. Grant Peck, under the McPherson's Limited Performance Rights Plan	Ordinary	22,935,253 48.58%	23,667,675 50.12%	611,072 1.30%	446,482	23,673,886 49.66%	23,996,781 50.34%	616,854	Not Carried

• Votes cast by a person who abstains on an item are not counted in calculating the required majority on a poll.