Mcbride PlcLSE: MCB

2024 AGM - Resolutions passed as Special Business

· Issued by Mcbride Plc
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Company No. 2798634

MCBRIDE PLC

2024 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 Tuesday, 12 November 2024 the following resolutions were passed as special business. Resolutions 11 and 12 were passed as ordinary resolutions and Resolutions 13 to 15 (inclusive) were passed as special resolutions:

11. That, from the date of this Resolution until the close of business on 31 December 2025 or, if earlier, the conclusion of the Company's Annual General Meeting to be held in 2025, the Company and all companies which are its subsidiaries at any time during such period are authorised to:

  1. make donations to political parties and/or independent election candidates;
  2. make donations to political organisations other than political parties; and
  3. 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 pursuant to section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into such shares ('Allotment Rights'), but so that:
    1. the maximum amount of shares that may be allotted or made the subject of Allotment Rights under this authority are shares with an aggregate nominal value of £870,076;
    2. this authority shall expire at the close of business on 31 December 2025 or, if earlier, on the conclusion of the Company's Annual General Meeting to be held in 2025;
    3. the Company may make any offer or agreement before such expiry which would or might require shares to be allotted or Allotment Rights to be granted after such expiry and the Directors may allot shares or grant Allotment Rights under any such offer or agreement as if the authority had not expired; and
    4. all authorities vested in the Directors on the date of this Notice to allot shares or to grant Allotment Rights that remain unexercised at the commencement of this meeting are revoked.
  3. That, subject to the passing of Resolution 12 in this Notice, the Directors are empowered pursuant to sections 570 and 573 of the Companies Act 2006 to allot equity securities (as defined in section 560 of that Act) for cash, pursuant to the authority conferred on them by Resolution 12 in this Notice and/or by way of a sale of treasury shares as if section 561 of that Act did not apply to any such allotment, provided that this power is limited to:
    1. the allotment of equity securities in connection with any rights issue or open offer (each as referred to in the Financial Conduct Authority's UK Listing Rules) or any other pre-emptive offer that is open for acceptance for a period determined by the Directors to the holders of ordinary shares on the register on any fixed record date in proportion to their holdings of

Company No. 2798634

ordinary shares (and, if applicable, to the holders of any other class of equity security in accordance with the rights attached to such class), subject in each case to such exclusions or other arrangements as the Directors may deem necessary or appropriate in relation to fractions of such securities, the use of more than one currency for making payments in respect of such offer, treasury shares, any legal or practical problems in relation to any territory or the requirements of any regulatory body or any stock exchange; and

  1. the allotment of equity securities (other than pursuant to paragraph 12(a) above) with an aggregate nominal value of £870,076,

and shall expire on the revocation or expiry (unless renewed) of the authority conferred on the directors by Resolution 12 in this Notice, save that, before the expiry of this power, the Company may make any offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities under any such offer or agreement as if the power had not 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:
    1. the maximum aggregate number of ordinary shares which may be purchased under this authority is 17,401,528;
    2. the minimum price (exclusive of expenses) which may be paid for such an ordinary share shall be its nominal value;
    3. 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;
    4. unless previously renewed, revoked or varied, this authority shall expire at the close of business on 31 December 2025 or, if earlier, at the conclusion of the Company's Annual
      General Meeting to be held in 2025; and
    5. 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.
  3. That a general meeting of the Company (other than an Annual General Meeting) may be called on not less than 14 clear days' notice.