CLS Holdings PLC

AGM Information • Sep 9, 2022

CLS Holdings Plc

(Registered in England and Wales number 02714781)

SPECIAL RESOLUTION

passed at the General Meeting held on Friday, 9 September 2022

At the General Meeting of the Company held on Friday, 9 September 2022 at 16 Tinworth Street, London, SE11 5AL the following Resolution was passed:

SPECIAL RESOLUTION

IT WAS RESOLVED THAT:

• 1. That, in addition to the authority granted at the Annual General Meeting of the Company held on 28 April 2022 to make market purchases of up to 40,739,576 ordinary shares of 2.5 pence each in the capital of the Company ("Ordinary Shares"), the Company be and is hereby unconditionally authorised in accordance with section 701 of the Companies Act 2006 (the "Act") to make one or more market purchases (within the meaning of section 693(4) of the Act) of Ordinary Shares pursuant to tenders made in relation to the Tender Offer (as defined in the circular to shareholders of the Company dated 15 August 2022) provided that:
• a. the maximum aggregate number of Ordinary Shares hereby authorised to be purchased is 10,184,894 (representing approximately 2.5 per cent. of the Company's issued share capital excluding treasury shares);
• b. the minimum price (exclusive of expenses) which shall be paid for an Ordinary Share pursuant to this authority shall be 2.5 pence, being the nominal value of an Ordinary Share;
• c. the maximum price (exclusive of expenses) which shall be paid for an Ordinary Share pursuant to this authority shall be 250 pence or, if the Directors determine to increase the price to be paid per share, an amount equal to not more than 35 per cent. above the average of the closing market quotations for the Ordinary Shares as derived from the London Stock Exchange Trading System (SETS) for the five dealing days immediately preceding the day on which the Directors set the increased price, in each case exclusive of expenses;
• d. unless previously revoked or varied, the authority hereby conferred shall, subject as provided in paragraph (e) of this Resolution, expire on the date which is 18 months from the date of passing this Resolution;
• e. the Company may make a contract or contracts to purchase Ordinary Shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority and may make a purchase of Ordinary Shares in pursuance of any such contract or contracts.

David F Fuller Secretary