CLS Holdings PLC

AGM Information • Apr 26, 2017

CLS HOLDINGS PLC - 2017 ANNUAL GENERAL MEETING

The results of the voting by proxy on the resolutions put to our 2017 Annual General Meeting were as follows:

		For*		Against		Votes Withheld**
Resolution							Total
							Votes Cast
							(excl.
			% Votes		% Votes		Votes
		Votes	Cast	Votes	Cast	Votes	Withheld)
1.	Receive and adopt the Annual Report & Accounts for the year ended 31 December 2016	32,357,517	99.77	74,291	0.23	326	32,431,808
2.	Approve the Directors' Remuneration Report	27,533,840	84.91	4,891,805	15.09	6,488	32,425,645
3.	Approve the payment of an exceptional, one-off £160,000 cash award to Henry Klotz	26,867,105	82.84	5,564,703	17.16	326	32,431,808
4.	Approve a final dividend for the year ended 31 December 2016 of 40 pence per ordinary share	32,431,156	100.00	652	0.00	326	32,431,808
5.	Approve the Directors Remuneration Policy	27,785,622	85.71	4,633,023	14.29	13,488	32,418,645
6.	Re-elect Henry Klotz as a Director	31,665,261	97.6	761,759	2.35	5,114	32,427,020
7.	Re-elect Anna Seeley as a Director	30,610,673	94.38	1,821,134	5.62	326	32,431,807
8.	Re-elect Fredrik Widlund as a Director	32,296,265	99.58	135,543	0.42	326	32,431,808
9.	Re-elect John Whiteley as a Director	32,296,265	99.58	135,543	0.42	326	32,431,808
10.	Re-elect Sten Mortstedt as a Director	32,002,192	98.83	377,663	1.17	52,278	32,379,855
11.	Re-elect Malcolm Cooper as a Director	32,052,239	98.83	379,569	1.17	326	32,431,808
12.	Re-elect Joseph Crawley as a Director	30,561,901	94.23	1,869,906	5.77	326	32,431,807
13.	Re-elect Elizabeth Edwards as a Director	32,296,265	99.58	135,543	0.42	326	32,431,808
14.	Re-elect Christopher Jarvis as a Director	31,665,942	97.64	764,705	2.36	1,487	32,430,647
15.	Re-elect Thomas Lundqvist as a Director	30,561,901	94.23	1,869,906	5.77	326	32,431,807
16.	Elect Bengt Mortstedt as a Director	30,561,901	94.23	1,869,906	5.77	326	32,431,807
17.	Re-elect Lennart Sten as a Director	31,990,887	98.64	440,921	1.36	326	32,431,808
18.	Re-appoint Deloitte LLP as auditors	32,357,617	99.77	74,191	0.23	326	32,431,808
19.	Authorise the directors to determine the auditors' remuneration	32,431,156	100.00	652	0.00	326	32,431,808
20.	To approve the CLS Holdings plc 2017 Performance Incentive Plan	27,801,373	85.74	4,624,435	14.26	6,325	32,425,808
21.	To approve the CLS Holdings plc Share Incentive Plan	32,428,921	99.99	1,676	0.01	1,537	32,430,597
22.	To approve the subdivision of each ordinary share of 25 pence each into 10 ordinary shares of 2.5 pence each	32,430,793	100.00	1,015	0.00	326	32,431,808
23.	Authorise the directors to allot relevant securities	32,430,156	100.00	652	0.00	1,326	32,430,808
24.	Authorise the directors to make non pre-emptive share allotments	32,430,483	100.00	1,325	0.00	326	32,431,808
25.	Authorise the directors to make market purchases of shares	31,965,530	98.56	466,278	1.44	326	32,431,808
26.	Authorise General Meetings to be called on not less than 14 clear days' notice	32,301,497	99.60	129,149	0.40	1,487	32,430,646

Votes of the Independent Shareholders (excluding the voting interest of Companies owned and controlled by Sten Mortstedt as Controlling Shareholder holding 50.99% of the Issued Ordinary Share Capital) on the resolutions concerning the election of the Independent non-executive directors.		For*		Against		Votes Withheld**
Ordinary Resolutions		Votes	% Votes Cast	Votes	% Votes Cast		Total Cast Votes Withheld)	Votes (excl.
11.	Re-elect Malcolm Cooper	11,278,065	96.74	379,569	3.26	326	11,657,634
13.	Re-elect Elizabeth Edwards	11,522,091	98.84	135,543	1.16	326	11,657,634
14.	Re-elect Christopher Jarvis	10,891,768	93.44	764,705	6.56	1,487	11,656,473
17.	Re-elect Lennart Sten	11,216,713	96.22	440,921	3.78	326	11,657,634

* Includes those votes giving the Chairman discretion.

** These votes are not counted towards the votes cast at the Annual General Meeting.

26 April 2016