DFI Retail Group Holdings Ltd — AGM Information 2021

Apr 8, 2021

Dairy Farm International Holdings Limited Annual General Meeting 2021

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other appropriate independent financial adviser duly authorised under the United Kingdom’s Financial Services and Markets Act 2000 immediately.

If you have sold or otherwise transferred all of your ordinary shares in Dairy Farm International Holdings Limited, you should immediately forward this document and the accompanying form of proxy to the purchaser or transferee or to the stockbroker, bank, or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of the shareholders of Dairy Farm International Holdings Limited will be held at Jardine House, 33-35 Reid Street, Hamilton HM 12, Bermuda on Wednesday, 5th May 2021 at 8.00 a.m. for the following purposes:

1. To receive and consider the Financial Statements and the Independent Auditors’ Report for the year ended 31st December 2020.

2. To declare a final dividend for the year ended 31st December 2020.

3. To re-elect Anthony Nightingale as a Director.

4. To re-elect Clive Schlee as a Director.

5. To re-elect Percy Weatherall as a Director.

6. To re-appoint the Auditors and to authorise the Directors to fix their remuneration.

To consider and, if thought fit, adopt with or without amendments the following Ordinary Resolution:

1. That:

• (a) the exercise by the Directors during the Relevant Period (for the purposes of this Resolution, ‘Relevant Period’ is the period from the passing of this Resolution until the earlier of the conclusion of the next Annual General Meeting, or the expiration of the period within which such meeting is required by law to be held, or the revocation or variation of this Resolution by an ordinary resolution of the shareholders of the Company in a general meeting) of all powers of the Company to allot or issue shares and to make and grant offers, agreements and options which would or might require shares to be allotted, issued or disposed of during or after the end of the Relevant Period up to an aggregate nominal amount of US$25.1 million, be and is hereby generally and unconditionally approved; and

• (b) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted wholly for cash (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a), otherwise than pursuant to a Rights Issue (for the purposes of this Resolution, ‘Rights Issue’ is an offer of shares or other securities to holders of shares or other securities on the Register on a fixed record date in proportion to their then holdings of such shares or other securities or otherwise in accordance with the rights attaching thereto (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or legal or practical problems under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory)), or the issue of shares pursuant to the Company’s share-based long-term incentive plans, shall not exceed US$3.8 million, and the said approval shall be limited accordingly.

By Order of the Board Jonathan Lloyd Company Secretary

8th April 2021

Non-routine business

The following item of non-routine business is being dealt with as an ordinary resolution at the Annual General Meeting:

Resolution 7

This resolution relates to the renewal of the authority for the allotment of shares. If Resolution 7 is passed, the new authority would permit the allotment of relevant securities with an aggregate nominal value of up to US$25.1 million representing 450,967,333 ordinary shares of US¢5[5] ⁄9 each and representing approximately 33% of the total ordinary share capital of the Company in issue as at 28th March 2021, the latest practicable date prior to the publication of this document. Included within the authority is the ability to issue ordinary shares for cash consideration (other than by way of a Rights Issue or pursuant to the Company’s share-based long-term incentive plans) limited to a total of some 67,645,099 ordinary shares, representing approximately 5% of the total ordinary share capital of the Company on issue as at 28th March 2021. The proposed authority will expire at the conclusion of the next Annual General Meeting or on 4th August 2022, whichever is the earlier, and it is intended to seek its renewal at that and future Annual General Meetings.

Save for the allotment of ordinary shares under the Company’s share-based long-term incentive plans, the Directors have no present intention to exercise this authority. No pre-emptive rights exist under Bermuda law in relation to issues of new shares by the Company.

In the Board’s opinion, the proposal set out in Resolution 7 is in the best interests of shareholders as a whole, and the Board recommends that shareholders vote in favour of the resolution.

COVID-19 update

At the time of printing the Notice of Annual General Meeting, it is impossible to predict what impact COVID-19 might have on our Annual General Meeting (‘Meeting’). We are working towards holding the Meeting as scheduled. However, the format of the Meeting will be purely functional to comply with the relevant legal and regulatory requirements. Accordingly, the Meeting will be held in our registered office and attended only by a small number of local employees. We encourage shareholders to exercise their right to vote by appointing the Chairman of the Meeting as their proxy to ensure that their vote will be counted should their personal circumstances or the wider situation change and make it impossible for them to attend the Meeting in person.

Notes:

A shareholder entitled to attend and vote is entitled to appoint a proxy or proxies to attend and vote on their behalf; a proxy need not also be a shareholder of the Company. A form of proxy is enclosed for use by registered shareholders. Completion and return of the proxy will not preclude a shareholder from attending and voting in person.

Investors holding their shares as Depository Interests within the CREST system in the United Kingdom who are entitled to vote should complete the Form of Direction provided to them and return it to Link Group according to the instructions given in the Form. Such investor who wishes to attend the Annual General Meeting should request a Letter of Representation by contacting the Depository at Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL, United Kingdom or by email to Nominee.Enquiries@linkgroup.co.uk by no later than 8.00 a.m. BST (UK time) on 29th April 2021.

Investors holding their shares through a nominee within The Central Depository (Pte) Limited system in Singapore or other agent should contact their nominee, depository agent or professional adviser with regard to the procedures required to enable them to be represented and to vote at the Annual General Meeting.

Registered Office: Jardine House, 33–35 Reid Street Hamilton HM 12, Bermuda