Mitchells & Butlers PLC — AGM Information 2019

Dec 16, 2019

Notice of Annual General Meeting 2020

To be held at

Mitchells & Butlers plc, Retail Support Centre, 27 Fleet Street, Birmingham B3 1JP on Tuesday 21 January 2020 at 2.00pm

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about its content or the action you should take, you should consult your stockbroker, solicitor, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000. If you have sold or transferred all your shares in Mitchells & Butlers plc, please pass this document and the accompanying Form of Proxy to the stockbroker or other agent through whom you made the sale or transfer for transmission on to the purchaser or transferee.

A Form of Proxy for the Annual General Meeting is enclosed and should be completed and returned so as to reach Equiniti (the Company's Registrar) by no later than 2.00pm on 19 January 2020. Completion and return of the Form of Proxy will not prevent you from attending and voting at the Meeting in person, should you so wish. Alternatively, you can register your proxy vote electronically by no later than 2.00pm on 19 January 2020, either by means of a website provided by Equiniti, www.sharevote.co.uk, or by using the service provided by Euroclear. Further details are given in the notes to this document.

• 2 Chairman's letter and explanation of business
• 4 Board biographies
• 5 Notice of Annual General Meeting
• 6 Explanatory notes

DEAR SHAREHOLDER

This letter provides details of the 2020 Annual General Meeting (the 'Meeting' or 'AGM') of Mitchells & Butlers plc which I am pleased to invite you to attend. The AGM will be held at Mitchells & Butlers plc's Retail Support Centre in Birmingham on Tuesday 21 January 2020 at 2.00pm. The formal notice of the Meeting is set out on page 5 (the 'Notice'). A buffet lunch will be available from 12.30pm onwards and tea and coffee will be available after the Meeting.

If you would like to vote on the resolutions in the Notice but cannot attend the Meeting, please complete the Form of Proxy sent to you with the Notice and return it to Equiniti (the Company's Registrar) as soon as possible. Equiniti must receive it by 2.00pm on Sunday 19 January 2020. Alternatively, you can vote online at www.sharevote.co.uk by no later than 2.00pm on Sunday 19 January 2020.

The Directors consider that all the resolutions to be put to the Meeting are in the best interests of the Company and its shareholders as a whole and are most likely to promote the success of the Company for the benefit of its members as a whole. The Directors unanimously recommend that you vote in favour of all the proposed resolutions as they intend to do in respect of their own shares. If you have any questions regarding the AGM business please contact Equiniti by phone on 0371 384 2065. Lines are open 8.30am to 5.30pm (UK time), Monday to Friday, excluding public holidays in England & Wales. Non-UK callers should dial +44 121 415 7088.

As in former years the formal business at the AGM will be decided by way of a poll. We believe that this is a fair and democratic way to vote and means that shareholders who attend the meeting, as well as those who are not able to attend but have sent us proxy forms, may have their votes taken into account according to the number of shares they hold. It embraces the principle of one vote for every share held.

COMMUNICATION ONLINE

You can view the 2019 Annual Report at www.mbplc.com/investors/ annualreport/. If you wish to receive notice of future general meetings and other notifications online, please register at www.mbplc.com/investors/ shareholderinformation/communicationssignup/, or contact Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.

Certain items of business are explained below.

RESOLUTION 2 – ANNUAL REPORT ON REMUNERATION

Shareholders are given the opportunity by law to vote on whether or not they approve the Annual Report on Directors' Remuneration (the 'Remuneration Report'). This, together with the annual statement by the Chair of the Remuneration Committee, forms the Annual Report on Remuneration and can be found on pages 76 to 97 (inclusive) of the Annual Report. This vote is advisory only. Payments made or promised to Directors will not have to be repaid, reduced or withheld in the event that the resolution is not passed. This vote will be in respect of the content of the Remuneration Report and is not specific to any Director's level or terms of remuneration. The Company's auditor, Deloitte LLP, has audited those parts of the Remuneration Report that are required to be audited.

Copies of the Company's Annual Report have been sent to shareholders who have elected to receive them and are available from Equiniti or from the website: www.mbplc.com/investors/annualreport/

RESOLUTIONS 3 TO 14 – ELECTION AND RE-ELECTION OF DIRECTORS

In accordance with the Company's Articles of Association, and in line with the UK Corporate Governance Code, all Directors will stand for election or re-election as appropriate. Following an internal review commissioned by the Nomination Committee of the Board's effectiveness, which looked at, amongst other matters, the way in which the Board as a whole discharges its responsibilities and functions and the contribution of individual Directors to the Board and, where appropriate, its Committees, the Board considers that the performance of each Board member continues to be effective and demonstrates the commitment required to continue in their present roles, and accordingly supports each Board member's re-election. Further details of the review are set out at page 71 of the Annual Report.

Biographical details of all Board Directors can be found on pages 54 to 57 of the Annual Report and on the Company's website. In addition, details of the specific reasons why each of the Directors contributes to the Company's long-term sustainable success are set out on page 4 of this document. The Board believes this information, along with the biographical details of all Directors, is sufficient to enable shareholders to make an informed decision on their re-election.

RESOLUTIONS 15 AND 16 – REAPPOINTMENT OF AUDITOR AND THE AUDITOR'S REMUNERATION

The auditor of the Company must be submitted for reappointment at each general meeting at which the accounts are laid. Resolution 15 proposes the reappointment of the Company's existing auditor for a further year. Resolution 16 seeks authority for the Directors to determine the auditor's remuneration.

RESOLUTION 17 – POLITICAL DONATIONS

Part 14 of the Companies Act 2006 (the 'Act') prohibits the Company and its subsidiaries from making political donations or from incurring political expenditure in respect of a political party or other political organisation or an independent election candidate unless authorised by the Company's shareholders. Aggregate donations made by the Group of £5,000 or less in any 12 month period will not be caught.

Neither the Company nor any of its subsidiaries has any intention of making any political donation or incurring any political expenditure. However, the Act defines 'political party', 'political organisation', 'political donation' and 'political expenditure' widely. For example, bodies such as those concerned with policy review and law reform or with the representation of the business community or sections of it, which the Company and/or its subsidiaries may see benefit in supporting, may be included in these definitions.

Accordingly, the Company wishes to ensure that neither it nor its subsidiaries inadvertently commit any breaches of the Act through the undertaking of routine activities, which would not normally be considered to result in the making of political donations or political expenditure being incurred.

As permitted under the Act, the resolution extends not only to the Company but also covers all companies which are subsidiaries of the Company at any time the authority is in place.

The resolution authorises the Company and its subsidiaries to:

• (a) make political donations to political parties or independent election candidates not exceeding £50,000 in total;
• (b) make political donations to political organisations other than political parties not exceeding £50,000 in total; and
• (c) incur political expenditure not exceeding £50,000 in total,

provided that the aggregate amount of any such donations and expenditure shall not exceed £50,000 in the period up to the Company's Annual General Meeting in 2021, as defined in the Companies Act 2006. As required by the Act, the resolution is in general terms and does not purport to authorise particular donations. The authority will expire at the 2021 AGM.

RESOLUTION 18 – NOTICE PERIOD FOR MEETINGS

Under the Shareholders' Rights Regulations the notice period for general meetings of a company (other than annual general meetings) is 21 clear days unless certain requirements are satisfied. The Company has met the requirements and, accordingly, Resolution 18 is proposed to allow the Company to continue to call general meetings on 14 clear days' notice. The Directors believe it is in the best interests of the shareholders of the Company to preserve the shorter notice period and, accordingly, are putting this resolution to the Meeting. It is intended that this flexibility will only be used for non-routine business and where merited in the interests of shareholders as a whole. The approval will be effective until the Company's Annual General Meeting in 2021, when it is expected that a similar resolution will be proposed. It should also be noted that in order to be able to call a general meeting on less than 21 clear days' notice, the Company must make a means of electronic voting available to all shareholders.

Yours faithfully

BOB IVELL

Chairman 16 December 2019 Biographies of the Directors seeking re-election are on pages 54 to 57 of the Annual Report.

The UK Corporate Governance Code recommends that companies set out the specific reasons why each individual Director's contribution is, and continues to be, important to the company's long-term sustainable success. This builds on section 172 of the Companies Act 2006 which is discussed in the Company's 2019 Annual Report and the relevant details are set out below.

KEITH BROWNE

Non-Executive Director

Keith's background in accountancy and corporate finance, with a particular focus on property matters, provides valuable assistance to the Board in terms of the assessment of market opportunities, viewed from a background of financial awareness and expertise.

DAVE COPLIN

Independent Non-Executive Director

Dave's background at KPMG, Microsoft and as founder of The Envisioners Limited, demonstrates his strong background in driving change through digital capability. Mitchells & Butlers has drawn on his entrepreneurial approach to enhance our digital footprint and use technology to drive the business forward.

EDDIE IRWIN

Non-Executive Director

In addition to his academic and professional qualifications, Eddie has 40 years' international business experience at both executive and non-executive level. At executive level he has held posts at both General Management and Head of Finance Function level. His experience covers numerous industry sectors including Food Manufacture and Distribution, Leisure and Sport, Media, Healthcare, Property, Financial Services and Private Equity.

BOB IVELL

Chairman

Bob has over 40 years of experience in the food and beverage industries, particularly food-led, managed restaurants, pubs and hotels. These all have a common thread of being locally managed multiple sites, requiring a high degree of customer service delivery, meaning that he has a wealth of knowledge to bring to the Board.

TIM JONES

Chief Financial Officer

Tim is a Chartered Accountant with extensive financial and commercial experience, having held major finance roles in listed companies both in the UK and overseas. Combined with his sector and market knowledge, this makes Tim a very valuable contributor to the Board.

JOSH LEVY

Non-Executive Director

Josh is our youngest Board member and represents the age profile of an important section of our customer base. This, combined with his background in property, technology and leadership of a trading business in financial services, gives the Board a fresh and unique perspective on the needs and requirements of our younger guests.

JANE MORIARTY

Independent Non-Executive Director

Jane brings a professional financial background to the decision-making process, including a detailed understanding of how banks and other financial institutions regard trading businesses, and has made a welcome and diverse addition to the profile of the Board.

SUSAN MURRAY

Senior Independent Director

Susan has been a non-executive board member for over 15 years in several London listed companies forming part of both the FTSE 100 and the FTSE 250 and companies listed in Paris. Susan has experience as both a board chair and a committee chair as well as being a member of several board committees. This has provided her with experience across a wide range of businesses and sectors including listed hospitality companies as well as other consumer-facing industries.

RON ROBSON

Non-Executive Director

Ron's financial background has involved senior positions in various roles including a listed pub group. As a nominated shareholder representative of one of our two biggest shareholders, his accountancy background and extensive operational experience ensures that we benefit from his insight, while also providing a valuable contribution to the Board's skill set.

COLIN RUTHERFORD

Independent Non-Executive Director

Colin's background is that of a Chartered Accountant and he has corporate finance expertise in the leisure and hospitality industries. He has extensive recent and relevant financial experience, meaning that he is ideally placed to be Chair of the Audit Committee.

PHIL URBAN

Chief Executive

Phil's extensive background in the hospitality sector, with businesses similar to that of the Mitchells & Butlers group, has given him valuable operational experience and knowledge of the challenges and opportunities that face our organisation. His MBA and Accountancy qualifications, combined with his track record of performance, has been the catalyst behind our Ignite initiatives, which have been implemented to great effect within Mitchells & Butlers.

IMELDA WALSH

Independent Non-Executive Director

Imelda has held senior positions at several public companies all of which have a high degree of dependence on reputation. She has a background in organisational development and executive remuneration, including chairing the remuneration committees of several publicly listed companies, which makes her eminently suitable for her position as Chair of the Remuneration Committee.

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Mitchells & Butlers plc will be held at Mitchells & Butlers plc's Retail Support Centre, 27 Fleet Street, Birmingham B3 1JP on Tuesday 21 January 2020 at 2.00pm, or at any adjournment thereof, for the following purposes:

RESOLUTIONS

To consider and, if thought fit, to pass the following resolutions, of which numbers 1 to 17 will be proposed as Ordinary Resolutions and number 18 as a Special Resolution.

ORDINARY RESOLUTIONS

• 1 To receive the Company's accounts for the year ended 28 September 2019, together with the reports of the Directors and the auditor.
• 2 To approve the Annual Report on Remuneration for the year ended 28 September 2019.
• 3 To elect Jane Moriarty as a Director of the Company.
• 4 To elect Susan Murray as a Director of the Company.
• 5 To re-elect Keith Browne as a Director of the Company.
• 6 To re-elect Dave Coplin as a Director of the Company.
• 7 To re-elect Eddie Irwin as a Director of the Company.
• 8 To re-elect Bob Ivell as a Director of the Company.
• 9 To re-elect Tim Jones as a Director of the Company.
• 10 To re-elect Josh Levy as a Director of the Company.
• 11 To re-elect Ron Robson as a Director of the Company.
• 12 To re-elect Colin Rutherford as a Director of the Company.
• 13 To re-elect Phil Urban as a Director of the Company.
• 14 To re-elect Imelda Walsh as a Director of the Company.
• 15 To reappoint Deloitte LLP as auditor of the Company until the next general meeting at which accounts are to be laid.
• 16 To authorise the Board to agree the auditor's remuneration.
• 17 To authorise the making of political donations on the terms set out in the notes to the resolution in the Chairman's letter.

SPECIAL RESOLUTION

18 That a general meeting of the Company other than an Annual General Meeting of the Company, may be called on not less than 14 clear days' notice.

By order of the Board

GREG McMAHON

Company Secretary and General Counsel

16 December 2019 Registered Office: 27 Fleet Street Birmingham B3 1JP

EXPLANATORY NOTES

The following notes explain your general rights as a shareholder and your rights to attend and vote at the AGM or to appoint someone else to vote on your behalf.

• 1. Only holders of ordinary shares, or their duly appointed representatives, are entitled to attend, vote and speak at the Meeting. A member so entitled may appoint (a) proxy(ies), who need not be (a) member(s), to attend, vote and speak on his/her behalf. A member may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member.
• 1. A three-way Form of Proxy is enclosed and instructions for its use are shown on the form. The appointment of a proxy will not prevent a member from subsequently attending, voting and speaking at the Meeting in person.
• 1. If you wish, you may register the appointment of a proxy for the Meeting electronically, by visiting the Company's Registrar's website www.sharevote.co.uk where full details of the procedure are given. The proxy appointment and instructions must be received by Equiniti not less than 48 hours before the time for holding the Meeting or adjourned meeting or (in the case of a poll taken otherwise than at or on the same day as the Meeting or adjourned meeting) for the taking of the poll at which it is to be used.
• 1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service should follow the procedures described in the CREST Manual. 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 (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear's 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 RA19) not less than 48 hours before the time for holding the Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp 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 providers should note that Euroclear 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 providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The CREST Manual can be reviewed at www.euroclear.com

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.

• 1. At the Meeting on 21 January 2020 the votes will be taken by a poll rather than a show of hands and the results will be released to the London Stock Exchange and published on the Company's website www.mbplc.com. Poll cards will be issued upon registration to those attending the Meeting.
• 1. A person to whom this Notice is sent who is a person nominated under Section 146 of the Companies Act 2006 to enjoy information rights (a 'Nominated Person') may, under an agreement between him/her and 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 Meeting. 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 shareholder as to the exercise of voting rights.
• 1. The statement of the rights of members in relation to the appointment of proxies in paragraphs 1 to 4 above does not apply to a Nominated Person. The rights described in those paragraphs can only be exercised by registered members of the Company.
• 1. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of the same powers as the corporation could exercise if it were an individual member provided that they do not do so in relation to the same shares.
• 1. Copies of contracts of service, letters of appointment and deeds of indemnity between the Directors and the Company or any of its subsidiaries (or a memorandum of the terms thereof) will be available at the Registered Office of the Company during normal business hours until the conclusion of the Meeting, and at the Meeting from at least 15 minutes prior to the Meeting until its conclusion.
• 1. The Company specifies that only those shareholders on the Register of Members as at 6.30pm on 19 January 2020 (or, if the Meeting is adjourned, 6.30pm on the day two days prior to the day of the adjourned meeting) shall be entitled to attend in person or by proxy and vote at the Meeting in respect of the number of shares registered in their names at the time. Changes to entries on the ordinary register after 6.30pm on 19 January 2020 shall be disregarded in determining the right of any person to attend or vote at the Meeting. If you are planning to attend the Meeting, please bring your attendance card with you. It authenticates your right to attend, speak and vote at the Meeting and will speed your admission.
• 1. All shareholders and their proxies will have the opportunity to ask questions at the Meeting. When invited by the Chairman, if you wish to ask a question, please wait for a Company representative to bring you a microphone. It would be helpful if you could state your name before you ask your question. Questions may not be answered at the Meeting if it is undesirable in the interests of the Company, would involve the disclosure of confidential information, or would not be conducive to the good order of the Meeting. The Chairman may also nominate a Company representative to answer a specific question after the Meeting or refer the response to the Company's website.
• 1. A copy of this Notice and other information required by Section 311A of the Companies Act 2006 can be found at www.mbplc.com
• 1. As at 13 December 2019 (being the last business day prior to the publication of this Notice) the Company's issued share capital consisted of 429,176,279 ordinary shares carrying one vote each. No shares are held in treasury. The total number of voting rights in the Company as at 13 December 2019 was 429,176,279.
• 1. Shareholders are advised that, unless otherwise stated, any telephone number, website and email address set out in this Notice of Meeting, Form of Proxy, or Chairman's letter should not be used for the purpose of serving information on the Company (including the service of documents or information relating to the proceedings at the Meeting).
• 1. Shareholders should note that it is possible that, pursuant to requests made by shareholders of the Company under Section 527 of the Companies Act 2006, the Company may be required to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the Auditor's 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 ceasing to hold office since the previous meeting at which annual accounts and reports were laid. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or 528 (requirements as to website availability) of the Companies Act 2006. Where the Company is required to place a statement on the website under Section 527 of the Companies Act 2006, 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 for the relevant financial year includes any statement that the Company has been required under Section 527 of the Companies Act 2006 to publish on a website.

IF YOU WOULD LIKE TO REGISTER IN ADVANCE ANY QUESTION YOU MAY HAVE FOR THE AGM, YOU CAN DO SO AT www.mbplc.com/agm2020qs

MITCHELLS & BUTLERS PLC

27 Fleet Street Birmingham B3 1JP Tel: +44 (0) 121 498 4000 www.mbplc.com

Mitchells &Butlers plc 27 Fleet Street Birmingham B3 1JP Tel: +44 (0) 121 498 4000 www.mbplc.com Registered in England: Registered number 4551498

Equiniti Tel: 0371 384 2065 or +44 (0) 121 415 7088 for calls from outside the UK.