A G BARR p l c : Notice of AGM 2023

Strategic Report

Corporate Governance

Accounts

Notice of Annual General Meeting

THE FOLLOWING INFORMATION IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to any matter referred to in this report or as to the action you should take, you should seek your own personal financial advice from: (i) a stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom; or (ii) another appropriately authorised independent financial adviser if you are not resident in the United Kingdom.

If you have sold or otherwise transferred all of your shares in A.G. BARR p.l.c., please pass this report, together with the accompanying documents (except the accompanying personalised form of proxy), as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

Notice is hereby given that the one hundred and nineteenth Annual General Meeting of A.G. Barr p.l.c. (the "Company") will be held at the offices of Ernst and Young LLP, G1 Building, 5 George Square, Glasgow, G2 1DY on Friday 26 May 2023 at 12.00 p.m. to consider and, if thought fit, pass the resolutions set out below. Resolutions 1 to 16 (inclusive) will be proposed as ordinary resolutions and Resolutions 17 and 18 will be proposed as special resolutions. Voting on each of the resolutions will be conducted by way of a poll.

1. To receive and approve the audited accounts of the group and the Company for the year ended 29 January 2023 together with the directors' and auditor's reports thereon.
2. To approve the directors' remuneration policy set out on pages 107 to 121 of the Company's annual report and accounts for the year ended 29 January 2023.
3. To receive and approve the annual statement by the chair of the remuneration committee and the directors' remuneration report as set out on pages 89 to 91 and pages 92 to 106 respectively of the Company's annual report and accounts for the year ended 29 January 2023.
4. To declare a final dividend of 10.60 pence per ordinary share of 4 1/6 pence for the year ended 29 January 2023.
5. To re-elect Mr Mark Allen OBE as a director of the Company.
6. To re-elect Mr Roger Alexander White as a director of the Company.
7. To re-elect Mr Stuart Lorimer as a director of the Company.
8. To re-elect Mr Jonathan David Kemp as a director of the Company.
9. To re-elect Ms Susan Verity Barratt as a director of the Company.
10. To re-elect Ms Zoe Louise Howorth as a director of the Company.
11. To re-elect Mr David James Ritchie as a director of the Company.
12. To re-elect Mr Nicholas Barry Edward Wharton as a director of the Company.
13. To elect Ms Julie Anne Barr as a director of the Company.
14. To re-appoint Deloitte LLP as the Company's auditor, to hold office until the conclusion of the next general meeting at which accounts are laid, and to authorise the audit and risk committee of the board of directors of the Company to fix their remuneration.

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Notice of Annual General Meeting continued

15. THAT the board of directors of the Company (the "Board") be and it is hereby generally and unconditionally authorised pursuant to and in accordance with section 551 of the Companies Act 2006 (the "2006 Act") to exercise all the powers of the Company to allot shares in the capital of the Company and to grant rights to subscribe for or to convert any security into shares in the Company:

1. up to an aggregate nominal amount of £1,555,956.54; and
2. up to a further aggregate nominal amount of £1,555,956.54 provided that: (i) they are equity securities (within the meaning of section 560 of the 2006 Act); and (ii) they are offered by way of a rights issue in favour of the holders of shares (excluding the Company in its capacity as a holder of treasury shares) on the register of members of the Company on a date fixed by the Board where the equity securities respectively attributable to the interests of such holders are proportionate (as nearly as practicable) to the respective numbers of shares held by them on that date subject to such exclusions or other arrangements as the Board deems necessary or expedient to deal with: (i) equity securities representing fractional entitlements; (ii) treasury shares; and/or (iii) legal or practical problems arising in any overseas territory, the requirements of any regulatory body or any stock exchange or any other matter whatsoever,

provided that this authority shall expire on the earlier of 31 July 2024 and the conclusion of the next annual general meeting of the Company after the passing of this resolution, save that the Company may before such expiry make an offer or enter into an agreement which would or might require shares to be allotted, or rights to subscribe for or to convert securities into shares to be granted, after such expiry and the Board may allot shares or grant such rights in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

1. THAT:
2. 1. the A.G. BARR p.l.c. 2023 Long Term Incentive Plan (the "2023 LTIP") the principal terms of which are summarised in Appendix 1 to this Notice of Annual General Meeting and the rules of which are produced at the meeting (and, for the purposes of identification, initialled by the Chair) be and hereby is approved and adopted, and that the directors be authorised to do all acts and things which they may consider necessary or expedient to carry the 2023 LTIP into effect; and
   2. the directors be and are hereby authorised to establish such further plans based on the 2023 LTIP as they consider necessary or desirable but which have been modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any share made available under such further plans are treated as counting against any limits on individual or overall participation in the 2023 LTIP.
3. THAT, subject to the passing of Resolution 15 set out in the notice of the annual general meeting of the Company convened for 26 May 2023 ("Resolution 15"), the board of directors of the Company (the "Board") be and it is hereby generally empowered, pursuant to sections 570 and 573 of the Companies Act 2006 (the "2006 Act"), to allot equity securities (within the meaning of section 560 of the 2006 Act) (including the grant of rights to subscribe for, or to convert any securities into, ordinary shares of 4 1/6 pence each in the capital of the Company ("Ordinary Shares")), wholly for cash either pursuant to the authority conferred on them by Resolution 15 or by way of a sale of treasury shares (within the meaning of section 560(3) of the 2006 Act) as if section 561(1) of the 2006 Act did not apply to any such allotment or sale, provided that this power shall be limited to:
4. 1. the allotment of equity securities, for cash, in connection with a rights issue, open offer or other pre-emptive offer in favour of holders of Ordinary Shares (excluding the Company in its capacity as a holder of treasury shares) on the register of members of the Company on a date fixed by the Board where the equity securities respectively attributable to the interests of such holders are proportionate (as nearly as practicable) to the respective numbers of Ordinary Shares held by them on that date subject to such exclusions or other arrangements in connection with the rights issue, open offer or other offer as the Board deem necessary or expedient to deal with: (i) equity securities representing fractional entitlements; (ii) treasury shares; and / or (iii) legal or practical problems arising in any overseas territory,
      the requirements of any regulatory body or any stock exchange or any other matter whatsoever; and
   2. the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nominal amount of £466,786.96,

provided that this authority shall expire on the earlier of 31 July 2024 and the conclusion of the next annual general meeting of the Company after the passing of this resolution, save that the Company may before such expiry make an offer or enter into an agreement which would or might require equity securities to be allotted after the expiry of this authority and the Board may allot equity securities pursuant to such an offer or agreement as if the authority conferred hereby had not expired.

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18. THAT the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 (the "2006 Act") to make one or more market purchases (within the meaning of section 693(4) of the 2006 Act) of ordinary shares of 4 1/6 pence each in the capital of the Company ("Ordinary Shares"), on such terms and in such manner that the directors think fit, provided that:

1. the maximum aggregate number of Ordinary Shares hereby authorised to be purchased shall be 11,202,887;
2. the maximum price (exclusive of expenses) which may be paid for an Ordinary Share is an amount equal to the higher of: (i) 105% of the average of the middle market quotations for an Ordinary Share as derived from the London Stock Exchange Daily Official List for the five dealing days immediately preceding the day on which the Ordinary Share is purchased; and (ii) the higher of the price of the last independent trade and the highest current independent bid for an Ordinary Share on the trading venue where the purchase is carried out;
3. the minimum price which may be paid for an Ordinary Share is an amount equal to its nominal value (in each case exclusive of associated expenses);
4. unless previously renewed, varied or revoked, the authority hereby conferred shall expire on the earlier of 31 July 2024 and the conclusion of the next annual general meeting of the Company after the passing of this resolution, but a contract to purchase Ordinary Shares may be made before such expiry which will or may be completed wholly or partly thereafter, and a purchase of Ordinary Shares may be made in pursuance of any such contract; and
5. an Ordinary Share so purchased shall be cancelled or, if the directors so determine and subject to the provisions of applicable laws or regulations of the Financial Conduct Authority, held as a treasury share.

By order of the Board

J.A. Barr

Company Secretary

25 April 2023

Registered Office

A.G. BARR p.l.c., Westfield House, 4 Mollins Road, Cumbernauld, G68 9HD. Registered in Scotland SC005653.

Shareholders should also read the notes to this Notice of Annual General Meeting which are set out on pages 211 to 214 of this report. Those notes provide further information about shareholders' entitlement to attend, speak and vote at the Annual General Meeting (and their ability to appoint another person to do so on their behalf).

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Notice of Annual General Meeting continued

Explanatory Notes

The following notes provide an explanation of the resolutions to be considered at the one hundred and nineteenth annual general meeting (the "AGM") of A.G. BARR p.l.c. (the "Company").

The board of directors of the Company (the "Board") considers that all the resolutions to be considered at the AGM are in the best interests of the Company and its shareholders as a whole and unanimously recommends that you vote in favour of them.

Resolutions 1 to 16 (inclusive) will be proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution.

Resolutions 17 and 18 will be proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

Resolution 1 - Receive and approve the reports and accounts

Shareholders are being asked to receive and approve the audited accounts of the group and the Company (as audited by Deloitte LLP) for the year ended 29 January 2023 together with the associated reports of the directors and auditor.

Resolutions 2 and 3 - Directors' remuneration

The directors' remuneration report is divided into three parts: the annual statement by the chair of the remuneration committee, the directors' remuneration policy and the directors' remuneration report.

• The annual statement by the chair of the remuneration committee (which is set out on pages 89 to 91 of this report) provides a summary of the directors' remuneration policy and the directors' remuneration report.
• The directors' remuneration policy (which is set out on pages 107 to 121 of this report) sets out the Company's future policy on directors' remuneration.
• The directors' remuneration report (which is set out on pages 92 to 106 of this report) gives details of the payments and share awards made to the directors in connection with their and the Company's performance during the year ended 29 January 2023. It also details how the Company's policy on directors' remuneration will be operated in the coming year.

1. Resolution 2 invites shareholders to approve the directors' remuneration policy. This is a binding policy and, after it takes effect, the directors will not be entitled to remuneration unless such remuneration is consistent with the approved policy or shareholders otherwise approve the remuneration. If Resolution 2 is approved, the policy will take effect from the conclusion of the AGM. Shareholders will be given a binding vote on the directors' remuneration policy at least every three years.
2. Resolution 3 invites shareholders to approve the annual statement by the chair of the remuneration committee and the directors' remuneration report (other than the directors' remuneration policy) for the year ended 29 January 2023. This resolution is an advisory vote and will not affect the way in which the Company's remuneration policy has been implemented. Each year, shareholders will be given an advisory vote on the implementation of the directors' remuneration policy in relation to the payments and share awards made to directors during the year under review.

Resolution 4 - Final dividend

Shareholders are being asked to approve a final dividend of 10.60 pence per ordinary share of 4 1/6 pence for the year ended 29 January 2023. If shareholders approve the recommended final dividend, it will be paid on 9 June 2023 to all shareholders on the Company's register of members on 12 May 2023.

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Resolutions 5 to 13 inclusive - Re-election and election of directors

The Company's Articles of Association provide that the Company may by ordinary resolution appoint any person who is willing to act to be a director, either to fill a vacancy or as an addition to the existing Board. Mr William Robin Graham Barr will retire from the Board at the AGM and Ms Julie Anne Barr will offer herself for election at the AGM.

The Board complies with the provisions of the UK Corporate Governance Code whereby all directors are subject to annual re-election. Accordingly, all directors of the Company are retiring and, with the exception of Mr William Robin Graham Barr, offering themselves for re-election.

Biographical details of the directors and Ms Julie Anne Barr as a proposed director are set out on pages 70 to 71 of this report. The Board has confirmed that, following formal performance evaluation, all of the directors continue to perform effectively and demonstrate commitment to their roles. The Board therefore unanimously recommends the proposed re-election (or election in the case of Ms Julie Anne Barr) of the directors.

Resolution 14 - Re-appointment of auditor

The Company is required to appoint an auditor at each general meeting at which accounts are presented to shareholders and Deloitte LLP have indicated their willingness to continue in office. Accordingly, shareholders are being asked to approve the re-appointment of Deloitte LLP as auditor of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company and to authorise the audit and risk committee of the Board to fix their remuneration.

Resolution 15 - Authority to allot shares

The directors may not allot shares in the Company unless authorised to do so by shareholders in the general meeting. Sub-paragraph (a) of Resolution 15, if passed, will authorise the directors to allot shares having an aggregate nominal value of up to £1,555,956.54, representing approximately one third of the Company's issued share capital as at 19 April 2023 (being the latest practicable date prior to the publication of this report). The directors have no present intention to exercise this authority.

In line with guidance issued by the Investment Association, sub-paragraph (b) of Resolution 15, if passed, will authorise the directors to allot additional shares in connection with a rights issue having an aggregate nominal value of up to £1,555,956.54, representing approximately one third of the Company's issued share capital as at 19 April 2023 (being the latest practicable date prior to the publication of this report). The directors have no present intention to exercise the authority sought under sub-paragraph (b) of Resolution 15. However, if such authority is obtained, it will give the Company greater flexibility to allot additional shares for the purpose of a pre-emptive rights issue. This authority will be used when the directors consider it to be in the best interests of shareholders.

The authorities sought under Resolution 15 will expire on the earlier of 31 July 2024 (being the latest date by which the Company must hold its annual general meeting in 2024) and the conclusion of the annual general meeting of the Company held in 2024.

Resolution 16 - Adoption of new LTIP

The Board has recommended that the new A.G. BARR p.l.c. 2023 Long Term Incentive Plan (the "2023 LTIP") be approved and adopted. The 2023 LTIP would replace the existing A.G. BARR p.l.c. Long Term Incentive Plan 2014 (the "2014 LTIP"), which was approved by the Company in general meeting on 27 May 2014 and is due to expire in 2024. Given that the Company is seeking approval for a new Directors' Remuneration Policy at the AGM, the Remuneration Committee has recommended that shareholder approval is sought this year for the new 2023 LTIP. The 2023 LTIP is based on the 2014 LTIP but has been updated to reflect changes in the proposed Directors' Remuneration Policy and developments in market practice.

Resolution 16, which approves the adoption of the 2023 LTIP, is proposed as an ordinary resolution. The principal terms of the 2023 LTIP are summarised in Appendix 1 to this Notice of Annual General Meeting.

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