CLS : Notice of Meeting

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in doubt as to the action you should take you are recommended to seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000.

Please see the Chairman's letter and the notes on the meeting at the end of this Notice concerning the venue and format of the meeting.

If you have sold or otherwise transferred all your Ordinary Shares in the Company, please send this document and the accompanying documents at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

CLS Holdings plc

Notice of Annual General Meeting

Notice of the Annual General Meeting of the Company convened for 10.00 a.m. on Thursday, 27 April 2023 is set out in Part II of this document.

A Form of Proxy for use at the Annual General Meeting is enclosed. To be valid, the Form of Proxy must be completed and
returned so as to reach the registrars by hand or by post at Computershare Investor Services PLC, The Pavilions, Bridgwater
Road, Bristol BS99 6ZY (the "Registrars") by no later than 10.00 a.m. on Tuesday, 25 April 2023. As an alternative to completing
the hard copy form, shareholders can appoint proxies electronically via www.clsholdings.com/evoting so that it is received
by the Registrar by no later than 10.00 a.m. on Tuesday, 25 April 2023. CREST members can also appoint proxies by using the
CREST electronic proxy appointment service and transmitting a CREST Proxy Instruction in accordance with the procedures
set out in the CREST Manual so that it is received by the Registrar (under CREST participant 3RA50) by no later than 10.00 a.m.
on Tuesday, 25 April 2023. The time of receipt will be taken to be the time from which the Registrar is able to retrieve the
message by enquiry to CREST in the manner prescribed by CREST.	1

PART I

Letter from the Chairman of CLS Holdings plc

CLS Holdings plc (the "Company")

(Incorporated and registered in England with registered number 2714781)

16 Tinworth Street

London

SE11 5AL

CLS Holdings plc - 2023 AGM, Notice of Meeting

Directors

Lennart Sten (Non-Executive Chairman)

Anna Seeley (Non-Executive Vice Chair)

Fredrik Widlund (Chief Executive Officer)

Andrew Kirkman (Chief Financial Officer)

Elizabeth Edwards (Non-Executive Director)

Bill Holland (Non-Executive Director)

Denise Jagger (Non-Executive Director)

Christopher Jarvis (Non-Executive Director)

Bengt Mortstedt (Non-Executive Director)

23 March 2023

Dear Shareholder,

Introduction

The purpose of this circular is to give you details of the Company's Annual General Meeting ("AGM") which is to be held on Thursday, 27 April 2023 at 10.00 a.m. and the resolutions to be proposed at it. I am pleased to confirm the publication of our Company's Annual Report and Accounts for the year ended 31 December 2022 (the "Annual Report"), which can be found on the Company's website at www.clsholdings.com, or have been enclosed if you have requested a copy.

As we reported when we announced our annual results on 8 March 2023, it is your Directors' intention to propose a distribution by way of a final dividend for the year ended 31 December 2022 of 5.35 pence per share. This is subject to the passing of Resolution 4.

In accordance with the Articles, the AGM will be a physical meeting. As in previous years, voting on the resolutions to be proposed at the AGM will be conducted on a poll, rather than a show of hands. Therefore, shareholders are encouraged to vote via proxy, where possible, online at www.clsholdings.com/evoting, appointing the Chairman of the meeting as their proxy to ensure their vote is counted.

As we appreciate some shareholders may prefer not to attend, or may be unable to attend, in person, questions to the

Board may be submitted in advance of the AGM by emailing questions to [e-mail], or in writing addressed for the attention of the Company Secretary at our Registered Office. The last day for submitting questions is 10.00 a.m. on Tuesday, 25 April 2023 and responses which are relevant to the business of the meeting will be uploaded to our website at www. clsholdings.com. We also encourage shareholders to view the recording of the presentation of our annual results, details of which are available on our website at www.clsholdings.com/investors.

The purpose of the Annual General Meeting is to seek shareholders' approval for the Resolutions set out below.

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Electronic communications with shareholders

The Companies Act 2006 (the "Act") enables us, if shareholders agree to it, to supply shareholder documents by email or by use of website access instead of posting documents to them. If you would like to receive shareholder communications in this way, please go to www.investorcentre.co.uk to sign-up. If you would like to receive documents by post, you may request this service by writing to our Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ or by contacting them online at www.investorcentre.co.uk/contactus.

Annual General Meeting - explanatory notes

The AGM is to be held in the Seminar Room at Spring Mews - Fresh Student Living, 10 Tinworth Street, Lambeth, London, SE11 5AL, on Thursday, 27 April 2023 at 10.00 a.m. You will find on pages 8 to 12 of this document, the Notice convening the AGM. A form of proxy for use in connection with the AGM is enclosed with this document.

Resolutions 1 to 17 are ordinary resolutions. For these to be passed, more than half of the votes cast must be in favour

of the relevant resolution. Resolutions 18 to 20 are special resolutions. For each of these to be passed, at least three quarters of the votes cast must be in favour of the resolution. I set out below further information on certain of the resolutions proposed.

Ordinary resolutions

Resolution 3 (Approval of Directors' Remuneration Policy)

Resolution 3 seeks approval of the Company's future policy on Directors' remuneration. The remuneration report for quoted companies must comprise (i) an annual remuneration report which discloses how the remuneration policy was implemented in the last financial year and (ii) a forward-looking remuneration policy which sets out the Company's future policy on Directors' remuneration. In addition to the annual advisory vote on the annual remuneration report, quoted companies are required to put their Directors' remuneration policy to a separate binding shareholders' vote at least every three years. Once the remuneration policy comes into effect, all remuneration payments and payments for loss of office must be consistent with the Company's approved remuneration policy, unless a revised remuneration policy, or an amendment to the policy, is first approved by shareholders.

The new Remuneration Policy is set out in full on pages 152 - 167 of the Directors' remuneration report and a summary of the key changes, the principal terms of the Annual Bonus Plan and proposed changes to the Long Term Incentive Plan, are set out in Part III, Appendix 1, Appendix 2 and Appendix 3 to this Circular.

Resolution 4 (Declaration of final dividend)

Pursuant to the Board's recommendation, the authority sought from shareholders under this resolution is to declare a final dividend of 5.35 pence per ordinary share for the financial year ended 31 December 2022, of which 1.36 pence per ordinary share is to be paid as a Property Income Distribution and 3.99 pence per ordinary share as a Non-Property Income Distribution. If approved, the final dividend will be paid on 2 May 2023 to those shareholders on the Company's statutory register of members as at the close of business on 24 March 2023.

Resolutions 5 to 12 (Re-election of Directors)

The Board notes that the UK Corporate Governance Code (the "Code"), which applies to the Company, requires that all Directors be subject to annual re-election by shareholders. Accordingly, resolutions 5 to 12 propose the re-election of each of the Directors, other than Christopher Jarvis who will retire from the Board at the conclusion of the AGM.

I can confirm to shareholders that, following a formal performance evaluation, the performance of each of the Directors continues to be effective and demonstrates commitment to their roles.

Biographies of all the Directors proposed to be re-elected, which contain specific details of their skills and experience that highlight why their contribution is, and continues to be, important to the Company's long-term sustainable success, are set out on page 7 of this Notice. Further details on Board composition can be found on pages 120 and 121 of the Annual Report.

Dual Voting System

The Company is required to comply with the provisions of the UK Listing Rules of the Financial Conduct Authority (the

"Listing Rules") relating to controlling shareholders and the election or re-election of independent directors. Listing Rule 9.2.2E requires that the election or re-election of an independent director by the shareholders be approved by an ordinary resolution of the shareholders as a whole and separately approved by the non-controlling shareholders. For the purposes of the Listing Rules, certain companies directly held and beneficially owned by the Sten and Karin Mortstedt Family & Charity Trust (through Creative Value Investment Group Limited) control more than 30% of the voting rights of the Company.

CLS Holdings plc - 2023 AGM, Notice of Meeting

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CLS Holdings plc - 2023 AGM, Notice of Meeting

PART I continued

Letter from the Chairman of CLS Holdings plc continued

CLS Holdings plc (the "Company")

(Incorporated and registered in England with registered number 2714781)

This means that any resolutions for the election or re-election of any independent directors must be approved by a majority vote of both:

1. the shareholders of the Company; and
2. the independent shareholders of the Company (that is, the shareholders of the Company entitled to vote on the election of directors who are not controlling shareholders of the Company).

Therefore, resolutions 5, 9, 10 and 11 are being proposed as ordinary resolutions which all shareholders can vote on, but in addition the Company will separately count the number of votes cast by independent shareholders in favour of the resolutions (as a proportion of the total votes cast by independent shareholders cast on the resolutions) to determine whether the second threshold referred to in ii) above has been met. The Company will announce the results of those resolutions on this basis as well as announcing the results of the ordinary resolutions of all shareholders.

If a resolution to re-elect an independent director is not approved by a majority vote of both the shareholders as a whole and the independent shareholders, the Company may propose a further resolution to re-elect that director at a meeting to be held between 90 and 120 days from the date of the original vote. Therefore, if any of resolutions 5, 9, 10 and 11 are not approved by a majority of the independent shareholders at the AGM, the relevant director will be treated as having been re-elected only from the period of the date of the AGM to the earlier of:

1. the close of any general meeting of the Company, convened for a date more than 90 days after the AGM, but within 120 days of the AGM, to propose a further resolution to re-elect the relevant director;
2. the date which is 120 days after the AGM; and
3. the date of any announcement by the Board that it does not intend to hold a second vote.

In the event that the director's re-election is approved by a majority vote of all shareholders at a second meeting, the director will then be re-elected until the next AGM.

The Company is also required to provide certain information in relation to the proposed re-election of independent directors, being Lennart Sten, Elizabeth Edwards, Denise Jagger and Bill Holland. This includes details of any existing or previous relationship, transaction or arrangement the independent director has with the Company, its directors, any controlling shareholder or an associate of a controlling shareholder, together with a description of why the Company considers the independent directors will be effective, how it has determined their independence and the process followed for their selection. The Company:

1. is satisfied, having received confirmation from each of the independent directors who are seeking re-election, that those independent directors do not, and have not previously had, any relationship, transaction or arrangement with the Company, its directors, any controlling shareholder or any associate of a controlling shareholder other than by virtue of their term
   of office;
2. believes that these appointments have strengthened its knowledge base, broadened its experience and they each continue to add value to Board discussions. Each independent director's biography is set out on page 7 of this Notice, which outlines their relevant experience;
3. following a rigorous review of the relationships or circumstances which are likely to affect, or could appear to affect, the directors' judgement, determined that each of the proposed directors are independent for the purpose of the Code; and
4. prior to the appointment of each of the independent directors, reviewed a list of suitable candidates identified through external contacts, which was followed up by an interview process that included meetings with the senior independent director and other independent directors.

Resolution 15 (Renewal of the Board's authority to allot shares)

It is proposed to authorise the Board to allot shares or grant such subscription rights as are contemplated by sections 551(1) (a) and (b) respectively of the Act up to a maximum aggregate nominal value of £3,310,090 representing approximately one-third of the issued share capital of the Company excluding treasury shares (as set out in the paragraph entitled "Further information" below). This is the maximum permitted amount under best practice corporate governance guidelines. This will replace the equivalent resolution passed at the last annual general meeting and will expire at the conclusion of the next annual general meeting or at 6.00 p.m. on 27 July 2024, whichever is the earlier. Your Directors have no present intention of exercising this authority but the Board wishes to ensure that the Company has maximum flexibility in managing the financial resources

of the Company.

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Resolution 16 (Approval of the CLS Holdings plc 2023 Annual Bonus Plan)

This Resolution seeks approval of the CLS Holdings plc 2023 Annual Bonus Plan (the "Plan"). The Remuneration Committee's rationale for the design of the Plan and its principal terms are set out in Part III, Appendix 2 to this Circular.

Resolution 17 (Approval of amendment to the CLS Holdings plc Long Term Incentive Plan)

This Resolution seeks approval for an amendment to the rules of the CLS Holdings plc Long Term Incentive Plan. The Remuneration Committee's rationale for the proposed amendment is set out in Part III, Appendix 3 to this Circular.

Special resolutions

Resolution 18 (Disapplication of pre-emption rights)

The Board notes that the Pre-Emption Group published a revised Statement of Principles in November 2022, which included increased thresholds. At this time, the Board considers it appropriate to continue to only seek a general disapplication of preemption rights up to five per cent. of the Company's issued share capital, in line with the previous guidance. It is proposed to empower the Board to allot equity securities for cash without first offering them to existing shareholders in proportion to their holdings, subject to certain limits which comply with best practice corporate governance guidelines. This resolution will enable the Board, in appropriate circumstances, to allot for cash (other than in connection with a rights issue or open offer) equity securities with an aggregate nominal value of up to £496,513, being up to 19,860,520 ordinary shares of 2.5 pence each in the Company ("Ordinary Shares") and representing approximately five per cent of the issued equity share capital of the Company (excluding treasury shares) as at 23 March 2023 (being the latest practicable date prior to the publication of this document). The allotment of equity securities as referred to in this resolution includes the sale of any shares which the Company holds

in treasury. The resolution also disapplies the statutory pre-emption provisions in connection with a rights issue or open offer and allows the Directors to make appropriate arrangements in relation to fractional entitlements or other legal or practical problems. This will replace the equivalent resolution passed at the last annual general meeting and will expire at the conclusion of the next annual general meeting or at 6.00 p.m. on 27 July 2024, whichever is the earlier. It is intended that in any three year period no more than seven and a half per cent of the issued share capital (excluding treasury shares) will be issued on a non-preemptive basis without prior consultation with shareholders.

This resolution is proposed so as to give your Board flexibility to take advantage of business opportunities as they arise.

Resolution 19 (Renewal of general authority to make market purchases of Ordinary Shares)

It is proposed to renew the authority to make market purchases of Ordinary Shares, such authority being limited to the purchase of 10 per cent of the Ordinary Shares in issue as at 23 March 2023 (being the latest practicable date prior to the publication of this document). Shares purchased further to this authority will be cancelled, unless the Company decides otherwise, in which case they may be held as treasury shares, subject to any applicable limits. No dividends are paid on shares while held in treasury and no voting rights attach to treasury shares.

The minimum price which may be paid for any Ordinary Shares pursuant to this authority will be 2.5 pence (being an amount equal to the nominal value of an Ordinary Share). The maximum price which may be paid for any Ordinary Share is the higher of an amount equal to 5 per cent above the average of the closing middle-market quotations for the Ordinary Shares as derived from SEDOL for the five dealing days immediately preceding the day on which the purchase is made, and an amount equal

to a price no higher than the higher of the price of the last independent trade and the highest current independent bid on the London Stock Exchange Trading System SETS, in each case exclusive of expenses.

The maximum per cent aggregate number of Ordinary Shares hereby authorised to be purchased is 39,721,086 Ordinary Shares (representing 10 per cent of the Ordinary Shares in issue as at 23 March 2023 (being the latest practicable date prior to the publication of this document)). This authority will expire at the conclusion of the Company's next annual general meeting, or, if earlier, at 6.00 p.m. on 27 July 2024, being 15 months from the date of the passing of this resolution.

The authority to purchase the Company's own shares will only be exercised if the Directors consider that there is likely to be

a beneficial impact on earnings per Ordinary Share and that it is in the best interests of the Company at the time. The Directors have no present intention of exercising this authority.

During the year to 31 December 2022 the Company made market purchases of its own shares pursuant to a Tender Offer that completed on 16 September 2022 of 10,184,894 shares, which was in addition to its general authority to make market purchases and approved at a General Meeting of the Company on 9 September 2022.

CLS Holdings plc - 2023 AGM, Notice of Meeting

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