DP Eurasia N : 02 May · Chairman's letter, notice and explanatory notes Annual General Meeting 13 June 2023 - Read

Number trade register: 67090753

Date

2 May 2023

Subject

Notice of Annual General Meeting

Dear shareholder,

On behalf of the board of directors (the "Board" or the "Directors") of DP Eurasia N.V. (the "Company"), I am delighted to invite you to attend our Annual General Meeting of Shareholders which will be held on Tuesday 13 June 2023 at the Hilton Amsterdam Airport Schiphol, Schiphol Boulevard 701, 1118 BN Schiphol, the Netherlands and will start at 14.00 CEST (the "AGM").

Please accept this letter as notification that the Company's Annual Report for the year ended 31 December 2022 and the notice of the 2023 Annual General Meeting (the "Notice") have now been published on the Company's website at www.dpeurasia.com and are enclosed for Depositary Interest holders who elected for a hard copy of the Report.

At the AGM our CEO, Aslan Saranga, will update you on the progress of the business in 2023. Following this presentation, we will have a full Q&A session on all matters tabled before we conduct the formal business of the meeting.

The Directors consider that the resolutions to be voted on at the AGM are in the best interests of the Company and of its shareholders as a whole. The Directors unanimously recommend shareholders to vote in favour of these resolutions at the AGM, as the Directors themselves intend to do in respect of their own beneficial shareholdings.

Shareholders attending the meeting in person or by proxy will have the opportunity to ask questions on the AGM resolutions and any other topic of relevance to our business. We hope that you will make use of the opportunity to raise questions on the topics to be discussed.

I look forward to meeting as many of you as possible at the AGM.

Yours sincerely,

Peter Williams

Chairman

Notice 2023 Annual General Meeting

of shareholders of DP Eurasia N.V.

To be held on:

1. Opening
2. Report of the Board for the 2022 financial year
3. Adoption of the annual accounts for 2022 (resolution)
4. Appropriation of profit for 2022 (resolution)
5. Discussion of the policy on reserves and dividends
6. Discharge of the Board's Executive Directors (resolution)
7. Discharge of the Board's Non-Executive Directors (resolution)
8. Annual remuneration report (resolution)
9. Remuneration of the Non-Executive Directors (resolution)
10. Reappointment of Mr A. Saranga as Executive Director (resolution)
11. Reappointment of Ms F. Slot as Executive Director (resolution)
12. Reappointment of Mr S. Bhartia as Non-Executive Director (resolution)
13. Reappointment of Mr H. Bhartia as Non-Executive Director (resolution)
14. Reappointment of Mr A. Ashaboğlu as Non-Executive Director:
15. 1. by the General Meeting (resolution)
    2. by the General Meeting excluding any controlling shareholder (resolution)
16. Reappointment of Mr D. Adams as Non-Executive Director:
17. 1. by the General Meeting (resolution)
    2. by the General Meeting excluding any controlling shareholder (resolution)
18. Reappointment of Mr B. Ertaş as Non-Executive Director:
19. 1. by the General Meeting (resolution)
    2. by the General Meeting excluding any controlling shareholder (resolution)
20. Appointment of Mr B. Kurien as Non-Executive Director:
21. 1. by the General Meeting (resolution)
    2. by the General Meeting excluding any controlling shareholder (resolution)
22. Appointment of the Auditor charged with the auditing of the Annual Accounts for the 2023 financial year (resolution)
23. Designation of the Board as the body authorised to resolve to:
24. 1. issue shares and to grant rights to subscribe for shares (resolution)
    2. restrict or exclude the pre-emptive rights (resolution)
25. Authorisation of the Board to repurchase shares in the Company (resolution)
26. Any other business
27. Closing

Information for shareholders

2. Report of the Board for the 2022 financial year

To consider the Annual Report and Accounts 2022 submitted by the Board.

At this agenda item a full questions and answers session will be held on all matters tabled for this meeting.

3. Adoption of the annual accounts for 2022 (resolution)

It is proposed to the General Meeting to adopt the annual accounts for the financial year ending 31 December 2022.

4. Appropriation of profit for 2022 (resolution)

The Board proposes to add the net result to the other reserves.

5. Discussion of the policy on reserves and dividends

The Company will not declare any dividends in 2022. In future years, the Company will consider the pay out of dividends, taking into account the amount of profits, the need for cash for capital expenditure and further expansion and its debt profile. While the Company's policy is to eventually pay out dividends in the appropriate circumstances, there is no immediate prospect of dividends being paid out, nor can there be any assurance as to when and in what amount any dividends may be eventually paid out.

6. Discharge of the Board's Executive Directors (resolution)

In accordance with article 21.2 of the Company's articles of association, it is proposed to the General Meeting to discharge the Executive Directors of the Board from liability in relation to the exercise of their duties in the 2022 financial year, to the extent that such exercise is apparent from the financial statements or has been otherwise disclosed to the General Meeting prior to the adoption of the annual accounts.

1. Discharge of the Board's Non-Executive Directors and former non-executive directors (resolution)
   In accordance with article 21.2 of the Company's articles of association, it is proposed to the General Meeting to discharge the Non-Executive Directors of the Board from liability in relation to the exercise of their duties in the 2022 financial year, to the extent that such exercise is apparent from the financial statements or has been otherwise disclosed to the General Meeting prior to the adoption of the annual accounts.
2. Annual remuneration report (resolution)

It is proposed to the General Meeting to approve the annual remuneration report, which contains details of how the Company paid Directors during 2022 and how the Company intends to apply its remuneration policy during 2023. The annual remuneration report is included in the Annual Report and Accounts 2022 and can be found on pages 95 up to and including 98.

9. Remuneration of the Non-Executive Directors (resolution)

The Board proposes to the General Meeting to approve the following fees (gross, excluding of VAT, in British Pounds) of the Non-Executive Directors, effective from the date of this AGM:

• Chairman £100,000
• Basic Non-Executive Director fee £30,000
• Audit committee chairman additional fee £5,000
• Remuneration committee chairman additional fee £5,000
• Senior Independent Director additional fee £2,000
• In addition, the Non-Executive Directors are reimbursed for expenses that are reasonably required for the performance of their duties.
• No fees will be paid to the shareholder representatives from Jubilant Foodworks Netherlands B.V.

10. - 13. Reappointment of Executive Directors and Non-Executive Directors (resolution)

Further to the UK Corporate Governance Code stating that all directors should be subject to annual reappointment by the shareholders, it is proposed by the Board, following the recommendations made by the Selection and Appointment Committee, to reappoint Mr. Aslan Saranga and Ms. Frederieke Slot as Executive Directors for a period of one year, ending at the end of the annual General Meeting in 2024.

It is also proposed by the Board, following the recommendations made by the Selection and Appointment Committee, to reappoint Mr. Shyam S. Bhartia and Mr Hari S. Bhartia as Non-Executive Directors for a period of one year, ending at the end of the annual General Meeting in 2024.

Further to the decision of Mr. Peter Williams not to stand for re-election after six years as Chairman and the proposed appointment of Mr. Ahmet Ashaboğlu as Chairman and independent Non-Executive director following the 2023 AGM, the Board has decided to appoint one additional independent Non-Executive Director.

The Board is satisfied that all Directors being proposed for reappointment continue to perform effectively and should be appointed because they continue to demonstrate their broad and relevant experience, commitment to their roles, and international outlook. Biographical details concerning each of the Directors proposed for reappointment can be found on page 79 and 80 of the Annual Report and Accounts 2022.

14. - 16. Reappointment of Independent Non-Executive Director (resolution)

In accordance with the Company's board rules, because the Company has a controlling shareholder (for the purposes of UK Listing Rules), the reappointment of any independent Non-Executive Director must be approved by the General Meeting and the General Meeting excluding the controlling shareholder. Further to the UK Corporate Governance Code stating that all directors should be subject to annual reappointment by the shareholders, it is proposed by the Board, following the recommendations made by the selection and appointment committee, to reappoint Mr. Ahmet Ashaboğlu, Mr. David Adams and Mr. Burak Ertas as independent Non-Executive Directors for a period of one year, ending at the end of the annual General Meeting in 2024.

The Board has appointed Mr. Ashaboğlu to succeed Mr. Williams as Chairman.

The Board considers that Mr. Ahmet Ashaboğlu, Mr. David Adams and Mr. Burak Ertas are experienced and independent in character and judgment since they all are free from any relationship or circumstance which may, could or would be likely to, or appear to, affect their judgment. Further, the Board is satisfied that they will continue to perform effectively and should be appointed because they continue to demonstrate their broad and relevant experience, commitment to their roles, and international outlook. Biographical details concerning Mr. Ashaboğlu, Mr. Adams and Mr. Ertas can be found on page 80 of the Annual Report and Accounts 2022.

17. Appointment of Mr. B. Kurien as Independent Non-Executive Director (resolution)

In accordance with the Company's board rules, because the Company has a controlling shareholder (for the purposes of the UK Listing Rules), the appointment of any independent Non-Executive Director must be approved by the General Meeting and the General Meeting excluding the controlling shareholder. It is proposed by the Board, following the recommendations made by the selection and appointment committee, to appoint Mr. Bijou Kurien (1959) with the Indian nationality as independent Non-Executive Director for a period of one year, ending at the end of the annual General Meeting in 2024. The Board considers that Bijou is independent in character and judgement since he is free from any relationship or circumstance which may, could or would be likely to, or appear to, affect his judgement.

Bijou has had an extensive career that has spanned four decades and seen him operate and lead multiple consumer and retail sector businesses. He began in 1981 as a Management Trainee in Sales and Marketing at Hindustan Unilever and handled a variety of roles, following which he joined the start-up team at Titan Company in 1987. He helped to build Titan into a jewellery, watch and lifestyle accessories major in India and select international markets. In 2006 he joined Reliance Retail where, as President & Chief Executive, he was central to the creation of the juggernaut that became and remains India's largest retail business.

Since 2014, he has been a member of the Strategic Investment Advisory Board of L Capital Asia and Premji Invest. In addition, he is an Independent Director on the Boards of LTIMindtree Limited (listed at the National Stock Exchange of India (NSE)), Brigade Enterprises Ltd. (listed at the NSE) and Timex Group Limited (listed at the Bombay Stock Exchange) and is Chairman of the Retailers Association of India. Bijou has been an Independent Director of Future Lifestyle Fashion Limited (listed at the NSE) from 2016 until 2021. Bijou holds a Bachelor's degree in physics, chemistry and maths from St. Joseph's College in Bangalore, India and a post-graduate diploma in business management from Xavier Institute of Management in Jamshedpur, India.

Mr. Kurien does not hold shares in the capital of the Company.