Chill Brands : AGM Notice 2022

CHILL BRANDS GROUP PLC

(Incorporated and registered in England and Wales under the Companies Act 2006 with registered number 09309241)

NOTICE OF ANNUAL GENERAL MEETING 2022

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action to take, you should consult your stockbroker, solicitor, accountant, or other appropriate independent professional adviser authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all your shares in Chill Brands Group plc, please forward this document and the accompanying form of proxy to the person through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

Notice of Annual General Meeting 2022 ("AGM")

To be held at the offices of Allenby Capital Limited, 5th Floor, 5 St Helen's Place, London EC3A 6AB at 3:00 p.m. British Summer Time ("BST") on Thursday 29 September 2022.

Key dates and email addresses:

Registration deadline to attend the AGM: by 3.00 p.m. BST on 27 September 2022

Proxy submission deadline: by 3.00 p.m. BST on 27 September 2022

AGM time and date: 3.00 p.m. BST on Thursday 29 September 2022

Registered address: Eastcastle House 27/28 Eastcastle Street, London, W1W 8DH United Kingdom

CHILL BRANDS GROUP PLC

(Incorporated and registered in England and Wales under the Companies Act 2006 with registered number 09309241)

1 September 2022

Dear Shareholder

Notice of Annual General Meeting

Enclosed with this letter are the notice ("Notice") convening the 2022 Annual General Meeting ("AGM") of Chill Brands Group plc (the "Company").

This letter is intended to provide you with a brief summary of the proceedings of the AGM, including the resolutions set out in the Notice ("Resolutions"). The AGM will be held at 3:00 pm British Summer Time ("BST") on Thursday 29 September 2022 at the offices of Allenby Capital Limited, 5th Floor, 5 St Helen's Place, London EC3A 6AB.

Resolutions 1 to 8 (inclusive) are proposed as Ordinary Resolutions. This means that, in accordance with the requirements of the Company Act 2006 (the "Act"), for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 9 to 12 (inclusive) are 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.

Voting arrangements

Shareholders are strongly encouraged to appoint the chairman of the AGM as their proxyand provide voting instructions in advance of the AGM by post to Share Registrars Limited at 3 The Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX, UK, or by using the CREST electronic appointment service or the electronic voting facilities available by logging on to www.shareregistrars.uk.com as described in the Notes below, in any event, by no later than 3.00 p.m. BST on 27 September 2022. The Chairman of the meeting will direct that voting on all Resolutions will take place by way of a poll, rather than a show of hands, to ensure that proxy votes are recognised in order to accurately reflect the views of shareholders. The voting results on the resolutions put to the AGM will be announced to the market following the closure of the AGM and any adjournment of that meeting.

Questions

The Company welcomes all questions from shareholders pertaining to the matters to be considered and voted on at the AGM. The directors of the Company ("directors") present will answer any question relating to the business being dealt with at the AGM put by a member attending the meeting unless to do so would interfere unduly with the preparation for the meeting, involve the disclosure of confidential information, or where the answer has already been given on a website in the form of an answer to a question; or it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

If you wish to submit a question, it would be helpful if you would send your question via email by 3.00 p.m. BST on 27 September 2022 to corporate@chill.com. Members should ensure that any proxy they appoint is aware of any question they have posed to the Company.

Publication of the Company's Annual Report and Accounts

The Company's audited report and accounts for the year ended 31 March 2022, including all notes to the financial statements ("the Annual Report"), are expected to be published, and final results for the same period announced, later this month (September). As a result, the AGM will be adjourned in relation to the Resolutions concerning the content of the Annual Report, to allow for the Annual Report to be sent to shareholders the required time in advance of the adjourned meeting. This adjournment will relate to Resolutions 3 to 7 (inclusive). The time, date and venue for the adjourned meeting will be announced in due course.

Yours faithfully,

Callum Sommerton

Chief Executive Officer

1 September 2022

Registered address: Eastcastle House 27/28 Eastcastle Street, London, W1W 8DH United Kingdom

NOTICE OF ANNUAL GENERAL MEETING 2022

Notice is hereby given that the Annual General Meeting 2022 ("AGM") of Chill Brands Group plc (the "Company") will be held at the offices of Allenby Capital Limited, 5th Floor, 5 St Helen's Place, London EC3A 6AB at 3:00 p.m. (British Summer Time) on Thursday 29 September 2022 to consider and, if thought fit, to pass the following resolutions.

Resolutions 9 to 12 (inclusive) will be proposed as special resolutions. All other resolutions will be proposed as ordinary resolutions.

1. To re-appoint Callum Sommerton as a director of the Company, who is retiring in accordance with the Company's Articles of Association and, being eligible, is offering himself for re-appointment.
2. To re-appoint Scott Thompson as a non-executive director of the Company, who is retiring in accordance with the Company's Articles of Association and, being eligible, is offering himself for re-appointment.
3. To receive and consider the Company's audited annual accounts for the financial year ended 31 March 2022 together with the directors' reports, auditor's report and strategic report on those annual accounts.
4. To approve the directors' remuneration report (excluding the directors' remuneration policy, set out in the directors' remuneration report), as set out in the Company's annual report and accounts for the financial year ended 31 March 2022.
5. To approve the directors' remuneration policy, as set out in the directors' remuneration report, as set out in the Company's annual report and accounts for the financial year ended 31 March 2022.
6. To re-appoint PKF Littlejohn LLP as the Company's auditors to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which accounts are laid before the Company.
7. To authorise the directors to determine the remuneration of the auditors.

Ordinary Resolution

8. THAT, the directors of the Company ("Directors") be generally and unconditionally authorised for the purposes of Section 551 of the Companies Act 2006 (the 'Act') to exercise all the powers of the Company to allot shares and grant rights to subscribe for, or convert any security into, shares up to an aggregate nominal amount of £817,051, provided that this authorisation is to expire at the conclusion of the next Annual General Meeting of the Company after the date on which this resolution is passed or, if earlier, on the date which is 15 months after the date on which this resolution is passed (save that the Company may before such expiry make any offer or agreement which would or might require shares to be allotted or rights to be granted, after such expiry and the Directors may allot shares, or grant rights to subscribe for or to convert any security into shares, in pursuance of any such offer or agreement as if the authorisation conferred hereby had not expired).

Special Resolutions

9. THAT, subject to Resolution 8 being passed and pursuant to Sections 570 and 573 of the Companies Act 2006 (the 'Act'), the directors of the Company ("Directors") be generally empowered to allot equity securities (as defined in the Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if Section 561 of the Act did not apply to any such allotment or sale, such power to be limited to:

1. the allotment of equity securities in connection with an offer of equity securities to the holders of ordinary shares on the register of members at such record date(s) as the Directors may determine in proportion (as nearly as may be practicable) to the respective numbers of ordinary shares held by them on any such record date(s), subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with fractional entitlements, treasury shares, record dates or legal, regulatory or practical problems which may arise under the laws of, or the requirements of any regulatory

body or stock exchange in, any territory or by virtue of ordinary shares being represented by depositary receipts or any other matter; and

1. the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount of £490,230 (being approximately 20% of the issued share capital of the Company (there being no treasury shares) as at 31 August 2022, the latest practicable date prior to publication of the notice of which this resolution forms part),

and such power to expire upon the expiry of the general authority conferred by Resolution 8 above, but prior to the expiry of such power and authority the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority and power expire and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority and power had not expired.

10. THAT, subject to Resolution 8 being passed and pursuant to Sections 570 and 573 of the Companies Act 2006 (the 'Act'), the directors of the Company ("Directors") be empowered in addition to any power granted under Resolution 9 to allot equity securities (as defined in the Act) for cash under the authority given by Resolution 8 and/or to sell ordinary shares held by the Company as treasury shares for cash as if Section 561 of the Act did not apply to any such allotment or sale, such power to be:

1. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £245,115 (being approximately 10% of the issued share capital of the Company (there being no treasury shares) as at 31 August 2022, the latest practicable date prior to publication of the notice of which this resolution forms part); and
2. used only for the purposes of financing (or refinancing, if the power is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Pre-Emption Principles most recently published by the Pre-Emption Group prior to the date of the notice of which this resolution forms part,

such power to expire upon the expiry of the general authority conferred by Resolution 8 above, but prior to the expiry of such power and authority the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority and power expire and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority and power had not expired.

1. THAT, with effect from the conclusion of the meeting the articles of association of the Company be amended by deleting articles 94.2 to 94.8 (inclusive).
2. THAT, a general meeting of the Company, other than an annual general meeting, may be called on not less than 14 clear days' notice, provided that the authority granted by this resolution shall expire at the conclusion of the next annual general meeting of the Company.

Your Board believes that the resolutions to be proposed at the AGM are in the best interests of the Company and its shareholders as a whole. Accordingly, the directors unanimously recommend that the shareholders vote in favour of the Resolutions, as they and their connected persons intend to do in respect of their own beneficial holdings of shares in the Company being, in aggregate, 40,755,643 ordinary shares representing approximately 16.63 per cent. of the issued share capital of the Company.

BY ORDER OF THE BOARD

MSP Corporate Services Limited

Company Secretary

1 September 2022

Registered office: Eastcastle House 27/28 Eastcastle Street, London, W1W 8DH United Kingdom

NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING:

Voting arrangements

Shareholders are strongly encouraged to appoint the chairman of the AGM as their proxyand provide voting instructions in advance of the AGM to Share Registrars Limited and, in any event, by no later than 3.00 p.m. British Summer Time ("BST ") on 27 September 2022. A person other than the chairman may be appointed as proxy, in accordance with the notes in this notice and the form of proxy.

You can register your vote(s) for the AGM either:

• by logging on to www.shareregistrars.uk.com, clicking on the "Proxy Vote" button and then following the on- screen instructions;
• by post or by hand to Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX, UK using the proxy form accompanying this notice; or
• in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in the "Appointment of proxies through CREST" section below.

The Chairman of the meeting will direct that voting on all Resolutions will take place by way of a poll, rather than a show of hands, to ensure that proxy votes are recognised in order to accurately reflect the views of shareholders. The voting results on the resolutions put to the AGM will be announced to the market following the closure of the AGM and any adjournment of it.

Entitlement to attend and vote

1. Only those shareholders registered in the Company's register of members at:

• 3.00 p.m. BST on 27 September 2022 or,
• if this meeting is adjourned, 48 hours (ignoring any part of a day that is not a working day) prior to the adjourned meeting,

shall be entitled to attend and vote at the meeting. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.

Website giving information regarding the meeting

2. Information regarding the meeting, including the information required by section 311A of the Act, can be found at www.chillbrandsgroup.com/investor-relations/corporate-documents.

Appointment of proxies

1. If you are a shareholder who is entitled to attend and vote at the meeting, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the meeting and you should have received a proxy form with this notice of meeting. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.
2. If you are not a member of the Company but you have been nominated by a member of the Company to enjoy information rights, you do not have a right to appoint any proxies under the procedures set out in this "Appointment of proxies" section. Please read the "Nominated persons" section below.
3. A proxy does not need to be a shareholder of the Company but must attend the meeting to represent you. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please photocopy the proxy form and insert the number of shares over which the proxy is appointed in the box next to the proxy's name. If you wish your proxy to speak on your behalf at the meeting you will need to appoint your own choice of proxy (not the chairman) and give your instructions directly to them.