East Imperial : Company ANNOUNCEMENT - Circular for GM

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT CONTAINS THE RESOLUTIONS TO BE VOTED ON AT THE GENERAL MEETING TO BE HELD ON 4 AUGUST 2023. IF YOU ARE IN ANY DOUBT AS TO WHAT ACTION TO TAKE YOU ARE RECOMMENDED TO CONSULT YOUR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED) ("FSMA") IF YOU ARE RESIDENT IN THE UK (OR, IF YOU ARE A PERSON OUTSIDE THE UK, FROM ANOTHER APPROPRIATELY QUALIFIED INDEPENDENT ADVISER IN YOUR JURISDICTION).

If you have sold or transferred all of your Ordinary Shares in East Imperial Plc, you should pass this Circular together with any other documents enclosed herein, to the person through whom the sale or transfer was made for transmission to the purchaser or transferee. If you have sold or transferred only part of your registered holding of Ordinary Shares in the Company, you should retain this Circular and the accompanying documents.

This Circular does not constitute an offer to buy, acquire or subscribe for (or the solicitation of an offer to buy, acquire or subscribe for), Ordinary Shares. Nor shall it, or any part of it, form the basis of, or be relied upon in connection with, any contract or commitment whatsoever relating to the Company or any part of, or affiliate to, the Company. This Circular has not been examined or approved by the FCA or the London Stock Exchange or any other regulatory authority.

Any new shares resulting from the conversion of the 2025 Convertible Loan Notes will, when issued, rank in full for all dividends and other distributions declared, made or paid on the Ordinary Shares and otherwise rank pari passu in all respects with the Existing Ordinary Shares.

EAST IMPERIAL PLC

(Incorporated in England and Wales under the Companies Act 2006 with registered no. 10973102)

SUBSCRIPTION FOR £2.2 MILLION OF 10% SECURED CONVERTIBLE LOAN NOTES

AND

NOTICE OF GENERAL MEETING

Your attention is drawn to the letter from the Chairman of the Company, which is set out on pages 3 to 6 of this Circular, which recommends that you vote in favour of the Resolutions to be proposed at the General Meeting, referred to below.

You should read the whole of this Circular carefully.

Capitalised words and phrases used in this Circular shall have the same meanings given to them in the definitions section of this Circular.

Notice of General Meeting

The Notice convening a General Meeting of the Company, to be held at 11.00 a.m. on 4 August 2023 at the offices of Shakespeare Martineau LLP at 6th Floor, 60 Gracechurch Street, London, EC3V 0HR is set out at the end of this Circular. The action to be taken by Shareholders in respect of the General Meeting is set out on page 5 of this Circular.

The Ordinary Shares have not been, and will not be, registered under the United States Securities Act of 1933 (as amended) (the "Securities Act") or under the securities laws of any state of the United States or qualify for distribution under any of the relevant securities laws of Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa. Accordingly, subject to certain exceptions, the Ordinary Shares may not be, directly or indirectly, offered, sold, taken up, delivered or transferred in or into the Australia, Canada, Japan, the Republic of Ireland, the Republic of South Africa or the United States, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) or to any national, resident or citizen of Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa. The distribution of this Circular in other jurisdictions may

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be restricted by law and, therefore, persons into whose possession this Circular comes should inform themselves about and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Shareholders who are residents or citizens of any country other than the UK and any person (including, without limitation, custodians, nominees and trustees) who have a contractual or other legal obligation to forward this Circular to a jurisdiction outside the UK should seek appropriate advice before taking any action.

Copies of this Circular will be available free of charge to the public during normal business hours on any day (Saturdays, Sundays and public holidays excepted) at the offices of Shakespeare Martineau LLP at 6th Floor, 60 Gracechurch Street, London, EC3V 0HR from the date of this Circular to the date of the General Meeting and also from the Company's website https://investors.eastimperial.com.

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LETTER FROM THE CHAIRMAN OF EAST IMPERIAL PLC

(Incorporated in England and Wales under the Companies Act 2006 with registered no. 10973102)

Alistair Kenneth McGeorge (Non-ExecutiveChairman)

Anthony Burt (Chief Executive Officer)

Andrew Robertson (Executive Director)

Toby Hayward (Non-Executive Director)

Colin Glen Henry (Non-Executive Director)

19 July 2023

To Shareholders and, for information only, to the holders of options and warrants over Ordinary Shares

Dear Shareholder

SUBSCRIPTION FOR £2.2 MILLION OF 10% SECURED CONVERTIBLE LOAN NOTES

AND

NOTICE OF GENERAL MEETING

1. INTRODUCTION

The Company announced on 17 July 2023 (the "Announcement") that it had conditionally raised an aggregate sum of £2,200,000 (before expenses) by the issue of 10% Secured Convertible Loan Notes ("2025 Convertible Loan Notes") to strategic investor Wen Hua International ("WHI"), the Company's current Chinese Mainland and Macau distribution partner, in two tranches of £1,466,666.67 and £733,333.33 respectively (the "Transaction").

The investment is conditional on the Resolutions being passed at the General Meeting, which will authorise the Directors to allot the 2025 Convertible Loan Notes to WHI.

Whilst the Company held its 2023 Annual General Meeting on 29 June 2023, the resolutions passed at that annual general meeting to authorise the Directors to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company, are not sufficient to authorise the Directors to allot the 2025 Convertible Loan Notes.

The Company is therefore now calling a General Meeting in order to seek authorities to issue £2,200,000 of 2025 Convertible Loan Notes with the conversion rights in respect of principal and interest thereon described below. If the Resolutions are passed, Tranche 1 of the 2025 Convertible Loan Notes is expected to be issued immediately after the General Meeting.

The Directors are strongly of the belief that the issue of the 2025 Convertible Loan Notes is the best available option for securing further investment in the near term, and the funds from the Transaction will enable the Company to meet its ongoing working capital and capital expenditure requirements.

The Directors therefore believe that the Transaction is in the best interests of the Company and its Shareholders as a whole. The Directors also stress that it is very important that Shareholders vote in favour of the Resolutions proposed at the General Meeting, as those Directors who hold Ordinary Shares intend to do. The Directors believe that if the Resolutions are not passed at the General Meeting and the issue of the 2025 Convertible Loan Notes does not proceed, then in the absence of available alternative sources of funding, it is likely that the Directors will have to consider options including ceasing to trade or selling the business.

2. CONDITIONAL LOAN NOTE SUBSCRIPTION AGREEMENT

WHI, via its wholly owned subsidiary, INL Investment Limited, a Hong Kong based investment company, entered into a conditional loan note subscription agreement with the Company on 17 July 2023 ("Subscription Agreement"), pursuant to which WHI has agreed to invest £2,200,000 in two tranches of £1,466,666.67 ("Tranche 1") and £733,333.33 ("Tranche 2") respectively, conditional on the passing of the Resolutions by Shareholders at the General Meeting by 31 August 2023 (or such

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later date as agreed by the Company and WHI). If the Resolutions are duly passed, completion of Tranche 1 ("First Completion") will take place immediately following the General Meeting, and (subject to delivery of the Singapore Share Charge and the TB Share Charge (both as defined below) to WHI in accordance with the Subscription Agreement), completion of Tranche 2 will take place on the first Business Day falling three (3) calendar months following First Completion.

The Subscription Agreement contains customary warranties given by WHI. In addition, under the terms of the Subscription Agreement, following First Completion, WHI may in its absolute discretion appoint one director to the board of Directors of the Company and remove any such director and appoint a replacement, provided that WHI shall cease to be entitled to appoint a director if (i) WHI does not validly elect to convert at least 20% in nominal value of the 2025 Convertible Loan Notes (taking Tranche 1 and Tranche 2 together) in accordance with the terms of the Convertible Loan Note Instrument prior to the Redemption Date of Tranche 2 (being the first business day falling twenty-four months after the date of issue of the Tranche 2 notes, the "Tranche 2 Redemption Date")) or (ii) WHI validly elects to convert at least 20% in nominal value of the 2025 Convertible Loan Notes (taking Tranche 1 and Tranche 2 together) in accordance with the terms of the Convertible Loan Note Instrument prior to the Tranche 2 Redemption Date but subsequently ceases to hold at least 7% of the Fully Diluted Share Capital of the Company, following the Tranche 2 Redemption Date.

The Subscription Agreement also contains certain covenants in favour of WHI in respect of (i) the Company incurring financial indebtedness in excess of £50,000 without the prior written consent of the Investor, excluding the 2025 Convertible Loan Notes,

1. amalgamation, demerger, merger or corporate reconstruction of the Company, excluding a change of control or other acquisition of interests in the Company by the Investor or third parties, without the prior written consent of WHI, (iii) issuing shares or share capital (or any instrument convertible into shares or share capital) to any person, other than pursuant to options or warrants which are outstanding at the First Completion or pursuant to a bona fide employee share or share option scheme, without the prior written consent of WHI, other than in respect of repaying all or any amounts due under the 2025 Convertible Loan Notes, (iv) the appointment of new Directors of the Company without the prior written consent of WHI, other than to replace an existing Director, (v) any substantial change to the general nature or scope of its business as carried out on at the date of First Completion and (vi) entry into a material acquisition or corporate joint venture transaction, excluding for the avoidance of doubt the acquisition of trading stock in the ordinary course of business and distribution or equivalent commercial agreements in the ordinary course of business, without the prior written consent of WHI. The Company will also be responsible for paying WHI a capped amount of £15,000 plus VAT (if applicable) in respect of certain costs and expenses incurred by WHI in connection with the negotiation, preparation and implementation of the Subscription Agreement and the 2025 Convertible Loan Notes.

Under the terms of the Subscription Agreement, WHI has undertaken to ensure that the Company is run independently of WHI for the benefit of all Shareholders and that all arrangements between WHI and the Company will be on an arm's length basis and on normal commercial terms.

3. THE SECURED 2025 CONVERTIBLE LOAN NOTES

On First Completion, the Company will enter into the Convertible Loan Note Instrument pursuant to which the Company will create 2025 Convertible Loan Notes of an aggregate principal amount of £2.2 million. The issue of the 2025 Convertible Loan Notes is conditional only upon the passing of the Resolutions at the proposed General Meeting.

Interest shall be payable on the outstanding 2025 Convertible Loan Notes at a rate of 10% per annum on the date of redemption or conversion of the 2025 Convertible Loan Notes. The maturity date of the 2025 Convertible Loan Notes is the first Business Day falling twenty-four months after the date of issue of the relevant 2025 Convertible Loan Notes.

The Company's obligations under the 2025 Convertible Loan Notes will initially be secured by a debenture which contains fixed and floating charges over the assets of the Company (the "Debenture").

On the earlier of (i) First Completion and (ii) the Business Day falling within 45 days following the date of the Subscription Agreement, the Company's obligations under the 2025 Convertible Loan Notes will also be secured by (1) a share charge to be granted over the entire issued share capital of East Imperial Pte. Ltd, the Company's wholly owned Singapore incorporated subsidiary (the "Singapore Share Charge") and (2) a share charge (the "TB Share Charge") to be granted over: (a) on the date of creation of such TB Share Charge, 75% of the Ordinary Shares registered in the name of Anthony Burt (or a nominee thereof);

1. following the first business day occurring after First Completion when the 10 day VWAP per Ordinary Share is equal to or greater than £0.05 but less than £0.075, 50% of the Ordinary Shares registered in the name of Anthony Burt (or a nominee thereof); (c) following the first business day occurring after First Completion when the 10 day VWAP per Ordinary Share is equal to or greater than £0.075 but less than £0.10, 25% of the Ordinary Shares registered in the name of Anthony Burt (or a nominee thereof); and (d) following the first business day occurring after First Completion when the 10 day VWAP per Ordinary Share is equal to or greater than £0.10, 0% of the Ordinary Shares registered in the name of Anthony Burt (or a nominee thereof) (at which time the TB Share Charge shall terminate and be released in accordance with its terms).

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No application will be made for the admission of the 2025 Convertible Loan Notes to trading on any recognised securities exchange.

The Convertible Loan Note Instrument gives the holders of the 2025 Convertible Loan Notes the right to convert the 2025 Convertible Loan Notes they hold into Ordinary Shares at a price per Ordinary Share equal to a 20% discount to the 60 day VWAP of the Ordinary Shares as at the date of the conversion notice, subject to a minimum price per Ordinary Share of £0.01 (being the nominal value of the Ordinary Shares) (the "Conversion Price"), at any time after the expiry of the 12 month period commencing on the date of the Convertible Loan Note Instrument until the redemption of the 2025 Convertible Loan Notes in accordance with the terms of the Convertible Loan Note Instrument.

The minimum Conversion Price of £0.01 represents a premium of approximately 15 per cent. to the closing middle market price of £0.0085 per Ordinary Share on 14 July 2023, being the latest practicable trading day prior to the publication of the Announcement.

The Transaction is conditional on the passing of the Resolutions by Shareholders at the General Meeting. Upon the passing of the proposed Resolutions, the Company shall issue Tranche 1 of the 2025 Convertible Loan Notes to WHI and execute and deliver a certificate in respect of Tranche 1 of the 2025 Convertible Loan Notes.

A copy of the Convertible Loan Note Instrument, the Debenture and the TB Share Charge will be available for inspection at the Company's registered office until the time and date of the General Meeting.

4. POTENTIAL DILUTIVE EFFECT RESULTING FROM THE TRANSACTION

The maximum number of new Ordinary Shares capable of being issued in respect of the 2025 Convertible Loan Notes if all of the 2025 Convertible Loan Notes are converted and all of the rolled-up interest thereon is converted at the minimum Conversion Price of £0.01 is 264,000,000 Ordinary Shares, which would represent approximately 43.8 per cent. of the issued share capital of the Company.

5. GENERAL MEETING

The Directors do not currently have sufficient authority under section 551(1)(b) of the Act to allot the 2025 Convertible Loan Notes. The 2025 Convertible Loan Notes will not be issued therefore until the Resolutions are passed at the General Meeting.

A notice is set out at the end of this Circular convening the General Meeting to be held at the offices of Shakespeare Martineau LLP at 6th Floor, 60 Gracechurch Street, London, EC3V 0HR at 11.00 a.m. on 4 August 2023 at which the following Resolutions will be proposed:

1. Resolution 1, which will be proposed as an Ordinary Resolution, is to authorise the Directors to issue the 2025 Convertible Loan Notes.
2. Resolution 2, which will be proposed as a Special Resolution, is to disapply statutory pre-emption rights in respect of the grant of the rights to subscribe for equity securities under Resolution 1.

6. ACTION TO BE TAKEN

The General Meeting is being convened for Shareholders to consider and, if thought fit, approve the Resolutions, which, if approved, will result in the Directors having the authority to allot the 2025 Convertible Loan Notes.

Shareholders are able to attendthe General Meeting in person or can vote online by logging on to www.signalshares.comand following the instructions provided or, in the case of CREST members, by using the CREST electronic proxy appointment service set out in notes 4e and 7 to the Notice of General Meeting or, in the case of institutional investors, by using the Proxymity electronic proxy appointment platform set out in note 4c to the Notice of General Meeting, in each case so that your vote is received by 11.00 a.m. on 2 August 2023 .

You will be able to voteeither (i) by visiting the shareholder portal at www.signalshares.comand following the instructions; (ii) submitting a proxy appointment using Link Group's, the company's registrar, new shareholder app LinkVote+, (iii) if you are an institutional investor by appointing a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. Your proxy must be lodged by 11.00 a.m. on 2 August 2023 in order to be considered valid or, if the meeting is adjourned, by the time which is 48 hours before the time of the adjourned meeting. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via

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