Spin Master Corp. — AGM Information 2020

Apr 3, 2020

SPIN MASTER

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the holders of Subordinate Voting Shares and holders of Multiple Voting Shares (collectively, the "Shareholders"):

NOTICE IS HEREBY GIVEN that the annual meeting (the "Meeting") of the Shareholders of Spin Master Corp. (the "Company") will be held at the Company's offices at 225 King Street West, Toronto, Ontario M5V 3M2, on Thursday, May 7, 2020 at 11:30 a.m. (Toronto time) for the following purposes:

(a) to receive the audited consolidated annual financial statements of the Company as at and for the year ended December 31, 2019, together with the auditors' report thereon; (b) to elect members of the Board of Directors of the Company (the "Directors"); (c) to appoint the auditors of the Company for the ensuing year and authorize the Directors of the Company to fix such auditors' remuneration; and (d) to transact such other business as may properly be brought before the Meeting or any adjournment(s) thereof.

The accompanying Management Information Circular provides additional information relating to proxies and the matters to be dealt with at the Meeting.

The Directors of the Company have fixed March 16, 2020 as the record date for determining those Shareholders entitled to receive notice of and vote at the Meeting. Shareholders are invited to vote, whether or not they are able to attend the Meeting personally. If you do not expect to be present at the Meeting, please complete, date and sign the accompanying form of proxy or voting instruction form and return it in the envelope enclosed.

Spin Master is actively monitoring the coronavirus disease 2019 (COVID-19) situation and are sensitive to the public health and travel concerns our Shareholders may have and the protocols that federal, provincial, and local governments may impose. We strongly encourage each Shareholder to submit a form of proxy or voting instruction form in advance of the meeting and not plan on attending the meeting in person, in order to comply with government and public health directives regarding social distancing. Depending on the circumstances, Spin Master may not be able to accommodate in-person attendance by all eligible Shareholders intending on doing so. The Meeting will be available online through a live webcast accessible via Spin Master's website at www.spinmaster.com/events.php and we encourage Shareholders to view the webcast rather than attend in person. Please monitor our website at www.spinmaster.com for updated information and our most current instructions, particularly if you are planning to attend our meeting in person.

Dated at Toronto, Ontario, this 4th day of March, 2020.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) "Christopher Harris" Executive Vice President and General Counsel, Corporate Secretary