Notice of Annual General Meeting 2020

COVID-19 – IMPORTANT – PLEASE READ
The Board takes its responsibilities to safeguard the health of its shareholders, stakeholders and
employees very seriously and so the following measures will be put in place for the Annual General
Meeting of the Company to be held at the offices of National Milk Records plc, Fox Talbot House,
Greenways Business Park, Bellinger Close, Chippenham, Wiltshire, SN15 1BN on 3 November 2020
at 11.30 a.m. ("AGM") in response to the COVID-19 pandemic and the current social distancing
measures being implemented by the Government in the United Kingdom, which may continue until
after the date of the AGM.

The formal business of the AGM will only be to consider and vote upon the resolutions set out in the
notice of meeting. The holding of the AGM will be kept under review in line with Public Health England guidance. However, based on current measures implemented by the Government in the United Kingdom SHAREHOLDERS WILL NOT BE ADMITTED TO THE PHYSICAL MEETING AND ARE
THEREFORE ADVISED NOT TO TRAVEL TO THE AGM. It is intended that the meeting will be held
with the minimum number of shareholders and directors present required to form a quorum as per the Company’s Articles of Association. The Company is taking these precautionary measures to
safeguard its shareholders’, stakeholders’ and employees’ health and make the AGM as safe and
efficient as possible.

SHAREHOLDERS WISHING TO VOTE ON ANY OF THE MATTERS OF BUSINESS ARE STRONGLY URGED TO DO SO THROUGH COMPLETION OF A FORM OF PROXY which must be
completed and submitted in accordance with the instructions thereon. It is emphasised that any forms of proxy being returned via a postal service should be submitted as soon as possible to allow for any delays to or suspensions of postal services in the United Kingdom as a result of measures being implemented by the Government of the United Kingdom. SHAREHOLDERS WILL NOT BE ABLE TO VOTE IN PERSON, AS THE MEETING WILL BE CLOSED, and therefore Shareholders wishing to vote on any matters of business are strongly urged to appoint the Chairman of the Meeting as their proxy. This will enable the Chairman of the Meeting to vote on your behalf, and in accordance with you instructions, at the AGM.

In line with corporate governance best practice and in order that any proxy votes of those shareholders who are not allowed to attend and to vote in person are fully reflected in the voting on the resolutions, the Chairman of the meeting will direct that voting on all resolutions set out in the notice of meeting will take place by way of a poll. The final poll vote on each resolution will be published immediately after the AGM on the Company’s website.

Please note that as shareholders will not be able to attend this year’s AGM the Company is proposing to allow shareholders the opportunity to raise any issues or concerns arising from the business proposed to be conducted at the meeting. Appropriate questions should be emailed to agmenquiries@nmrp.com not later than 27 October 2020. Shareholders may also lodge their questions by post (to arrive no later than 27 October 2020) in an envelope marked "AGM Questions" addressed to the Company Secretary, National Milk Records plc, Fox Talbot House, Greenways Business Park, Bellinger Close, Chippenham, Wiltshire, SN15 1BN. Responses will be posted on the Company’s website no later than the morning of 28 October 2020.

Further information on voting procedures follows the resolutions below. Queries regarding these procedures may be directed to the Company Secretary, or the Company’s registrars Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA (telephone number: 0371 384 2030 (or from overseas on +44 121 415 7047).

Notice of Annual General Meeting 2020

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of the Company will be held at the offices of National Milk Records plc, Fox Talbot House, Greenways Business Park, Bellinger Close, Chippenham, Wiltshire, SN15 1BN at 11.30 a.m. on Tuesday 3 November 2020 in order to consider and, if thought fit, pass the following resolutions:
  1 To receive, consider and adopt the Directors’ report and accounts of the Company for the period ended 30 June 2020, together with the reports of the Directors and the auditors thereon.

2 To elect as a Director, Dr James Andrews, who is retiring in accordance with Article 27.2 (a) of the Company’s Articles of Association and who, being eligible is offering himself for election.

3 To re-elect as a Director, Mr Mark Frankcom, who is retiring in accordance with Article 27.2 (b) of the Company’s Articles of Association and who, being eligible is offering himself for reelection.

4 To re-elect as a Director, Mr Trevor Lloyd, who is retiring in accordance with Article 27.2 (c) of the Company’s Articles of Association and who, being eligible is offering himself for reelection.

5 To re-appoint Deloitte LLP as auditors and to authorise the Directors to determine their
remuneration.

6 To declare a final dividend of 1.25 pence per Ordinary Share in respect of the financial year ended 30 June 2020 to be paid on 20 November 2020 to the holders of ordinary shares who are shown on the register of members at the close of business on 15 October 2020.

7 That the directors be generally and unconditionally authorised to allot Relevant Securities (as defined in the notes to this Notice): provided that this authority shall, unless renewed, varied or revoked by the Company, expire on the date which is 12 months after the date on which this resolution is passed or, if earlier, the date of the next annual general meeting of the Company save that the Company may, before such expiry, make offers or agreements which would or might require Relevant Securities to be allotted and the directors may allot Relevant Securities in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

This resolution revokes and replaces all unexercised authorities previously granted to the directors to allot Relevant Securities but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities.
 
The power granted by this resolution will expire on the date which is 12 months after the date on which this resolution is passed or, if earlier, the conclusion of the Company's next annual general meeting (unless renewed, varied or revoked by the Company prior to or on such date) save that the Company may, before such expiry make offers or agreements which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired.

This resolution revokes and replaces all unexercised powers previously granted to the directors to allot equity securities as if section 561(1) of the Act did not apply but without prejudice to any allotment of equity securities already made or agreed to be made pursuant to such authorities.