05/10/2021 - National Milk Records plc: National Milk Records - Notice of Annual General Meeting

COVID-19 - IMPORTANT - PLEASEREAD

The Board takes its responsibilies to safeguard the health of its shareholders, stakeholders and employees very

seriouslyand so the followingmeasureswillbe put in placefor the Annual GeneralMee ng of the Company to be held

at FourAshes: Naonal MilkLaboratories, Laches Close,CalibreBusinessPark,FourAshes,Wolverhampton,WV10 7DZ

on 28 October 2021 at 11:30am("AGM") in response to the COVID-19pandemic.

The formalbusiness of the AGM willonly be to considerand vote uponthe resoluons set out in the noce of meeng .

The holdingof the AGM willbe kept underreviewin linewith Public HealthEngland guidance. The Companyconn ues

to monitorthe COVID-19situa on, includingUK Governmentlegislaon and guidance,and willconnu e to do so in the

lead up to the AGM. The healthof our Shareholders,employeesand stakeholdersis extremely important to us. Whilst

as at the date of this document all restricons

on public meengs

have been li ed, there is no guarantee that

circumstanceswillnot change between the dateof thisdocumentand the date of the AGM. If this wereto happen, the

Companymay haveno opon but to take the decisionthatShareholders, advisersand other guests will not be allowed

to aend

the AGM in person and anyone seeking to aen d the AGM will be refused entry. In these circumstances the

Companymay arrangefor the minimumquorum of two Shareholders necessary to conductthe business of the AGM

to be presentin person at the AGM and appropriatesocial distancing guidelines will be observed.

SHAREHOLDERS WISHING TO VOTE ON ANY OF THE MATTERSOF BUSINESS ARE THEREFORE STRONGLY URGED TO

DO SO THROUGH COMPLETION OF A FORM OF PROXY which must be completed and submied in accordance with

theinstrucons thereon.It is emphasisedthatany forms of proxy beingreturnedviaa postalserviceshouldbe submie d

as soon as possible to allow for any delays to postal services in the United Kingdom as a result of measures being

implemented by the Governmentof the United Kingdom. Shareholders wishing to vote on any ma.ers of business

are strongly urged to appoint the Chairman of the Mee-ng as their proxy. This will enable the Chairman of the

Mee-ngto vote on your behalf,and in accordancewith you instruc-ons, at the AGM.

In line with corporate governancebest pracce

and in order that any proxy votes of those shareholders who are not

allowedto aend and to votein personare fullyreflectedin the vong

on the resoluon s, the Chairmanof the meeng

will direct that vong on all resoluo ns set out in the noce of mee

ng will take place by way of a poll. The final poll

vote on each resoluon will be publishedimmediately a er the AGM on the Company's website.

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 meeng. Appropriate queso ns should be emailed to

agmenquiries@nmrp.comnot later than 21 October 2021. Shareholders may also lodge their quesons by post (to

arriveno later than 21 October2021) in an envelope marked "AGM Queso ns" addressed to the CompanySecretary,

Naonal

Milk Records plc, Fox Talbot House, Greenways Business Park, Bellinger Close, Chippenham, Wiltshire,

1

No ce of Annual General Meeng

NOTICE IS HEREBY GIVEN THAT the Annual General Mee ng of the Company will be held at Naonal Milk

Laboratories, Laches Close, Calibre Business Park, Four Ashes, Wolverhampton, WV10 7DZ at 11.30 a.m. on

Thursday 28 October 2021 in order to consider and, if thought fit, pass the following resoluons :

Ordinary Resolu-ons

1

To receive,consider and adopt the Directors'report and accounts of the Company for the period ended 30 June

2

2021, together with the reports of the Directors and the auditors thereon.

To re-elect as a Director, Mr. Andrew Warne, who is rering in accordance with Ar cle 27.2 (b) of the

3

Company's Arcles of Associa on and who, being eligible is offering himself for re-elecon.

To re-elect as a Director, Mr. Trevor Lloyd, who is rering in accordance with Arcle 27.2 (c) of the Company's

Arc les of Associaon and who, being eligible is offering himself for re-elecon.

2

Naonal Milk Records PLC

Special Resolu-on

6, the directors be and are hereby empowered, pursuant to

7 That, subject to the passing of resoluon

secon 570 of the Act, to allot:

560 of the Act) of ordinary shares of 0.25p each in the capital of

(a) equity securi es (as defined by secon

the Company ("Ordinary Shares") for cash, either pursuant to the authority conferred by resolu on 6 or

by way of a sale of treasury shares, as if secon

561(1) of the Act did not apply to any such allotment,

provided that this power shall be limited to the allotment of equity securies pursuant to an offer or issue

by way of rights, open offer or other pre-empve

offer:

(i) to the holders of Ordinary Shares in proporon

(as nearly as may be praccabl e) to their respecv e

holdings; and

s as required by the rights of those securies or as the directors

(ii) to holders of other equity securie

otherwise consider necessary,

but subject to such exclusions or other arrangements as the directors may deem necessary or expedient

in relaon to treasury shares, fracona l entlement

s, record dates, legal or praccal problems in or under

The power granted by this resoluon will expire on the date which is 12 months aer

the date on which this

resoluon is passed or, if earlier, the conclusion of the Company's next annual general mee ng (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 securies

to be allo ed aer such

expiry and the directors may allot equity securies

in pursuance of any such offer or agreement

notwithstanding that the power conferred by this resolu

on has expired.

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No ce of Annual General Meeng

Notes:

These notes in connec-on with the appointment of a proxy must be read subject to the overriding circumstances concerning a.endance

at the AGM as dictated by the COVID-19 pandemic, and described on the front page of No-ce of AGM, which you are urged to read.

1.

A member ent

led to a

end and vote at the meeng

is also entled

to appoint a proxy to aend

and vote on a poll instead of him.

A proxy may demand, or join in demanding, a poll. A shareholder may appoint more than one proxy in relaon to the Annual General

Meeng

provided that each proxy is appointed to exercise the rights aache d to a different share or shares held by that shareholder.

Where more than one proxy is appointed, a member must specify the number of shares the rights in respect of which each proxy is

2.

entled

to exercise. A proxy need not be a member of the Company.

Aspect House, Spencer Road, Lancing, West Sussex,

To be effecve,

the form of proxy must be received at the offices of Equini,

BN99 6DA, not later than 2 business days before the me of the meeng or any adjournment thereof, together, if appropriate, with the

power of aorney

or other authority (if any) under which it is signed or a notarially cerfied copy of such power or, where the proxy

3.

form has been signed by an officer on behalf of a corporaon,

a notarially cerfied

copy of the authority under which it is signed.

To change your proxy instrucons

simply submit a new proxy appointment. Note that the cut-off m

e for receipt of proxy appointments

(see above) also apply in relaon to amended instruco

ns; any amended proxy appointment received ae

r the relevant cut-off me

will

4.

be disregarded.

for the receipt of proxies

If you submit more than one valid proxy appointment, the appointment received last before the latest me

5.

will take precedence.

you will need to inform the Company by sending a signed hard copy noce

clearly stang

your

In order to revoke a proxy instrucon

inteno

n to revoke your proxy appointment to Equini,

Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. In the case of a

member which is a company, the revoca on noce

must be executed under its common seal or signed on its behalf by an officer of the

company or an aorney

for the company. Any power of aorney or any other authority under which the revocaon

noce

is signed (or

a duly cerfie d copy of such power or authority) must be included with the revocaon

no ce.

of the meeng or

In either case, the revocao

n noce must be received by the Company no later than 2 business days before the me

6.

any adjournment thereof.

In the case of a joint holding, a proxy need only be signed by one joint holder. If more than one such joint holder lodges a proxy only

7.

that of the holder first on the register of members will be counted. Any alternaons

made to this proxy should be inialled.

In the case of a corporaon

the proxy must be given under its common seal or be signed on its behalf by an aorney or officer duly

8.

authorised.

or any other authority under which this proxy form is signed (or a duly cerfied copy of such power or authority)

Any power of aorney

9.

must be included with the proxy form.

Securies Regulaons

2001, the me

by which a person must be entered on the register

Pursuant to Regulao

n 41 of the Uncerficated

of members in order to have the right to aend

and vote at the Annual General Meeng

is 6:30 pm on 26 October 2021, (being not more

than 2 business days prior to the me

fixed for the Meeng)

or, if the Meeng

is adjourned, such me being not more than 2 business

days prior to the me

fixed for the adjourned meeng.

Changes to entries on the register of members aer

that me

will be disregarded

10.

in determining the right of any person to aend

or vote at the Meeng.

of this document), the Company's issued share capital

As at 4 October 2021 (being the latest praccable

date prior to the publicaon

consists of 21,239,702 Ordinary Shares of 0.25 pence each and which each carry one vote. Therefore, the total vong

rights in the

11.

Company as at 4 October 2021 are 21,239,702.

who may exercise, on its behalf, all its powers as

A corporaon which is a member can appoint one or more corporate representaves

a member provided that, on a poll, if more than one corporate representave

purports to exercise powers over the same share as

12.

another corporate representave,

that power will be treated as not exercised.

should contact Andrew Warne (no other methods of

Except as provided above, members who have general queries about the Meeng

communicaon

will be accepted).

You may not use any electronic address provided either:

•

in this noc

e of annual general meeng;

or

•

any related documents (including the proxy form),

13.

to communicate with the Company for any purposes other than those expressly stated.

"Relevant Securies"

means shares in the Company other than shares alloed

pursuant to:

a.

an employee share scheme (as defined by secon

1166 of the Act);

a Relevant Security; or

b.

a right to subscribe for shares in the Company where the grant of the right itself constuted

c.

a right to convert securies

into shares in the Company where the grant of the right itself constuted

a Relevant Security.

Any right to subscribe for or to convert any security into shares in the Company other than rights to subscribe for or convert any security

into shares alloe

d pursuant to an employee share scheme (as defined by secon

1166 of the Act). References to the allotment of

14.

Relevant Securies

in the resoluons

include the grant of such rights.

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 meeng. Appropriate quesons should be emailed to agmenquiries@nmrp.comnot later than 21 October 2021.

Shareholders may also lodge their quesons by post (to arrive no later than 21 October 2021) in an envelope marked "AGM Quesons"

addressed to the Company Secretary, Naonal

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 22 October 2021.