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Results of GSH combined Special Meeting and Annual Meeting

26/10/2023, 16:09 NZDT, MEETING

At Good Spirits Hospitality Limited's shareholder meeting, held in Auckland today, shareholders were asked to vote on 5 resolutions, which were supported by the Board. As required by NZX Listing Rule 6.1, all voting was conducted by a poll. The resolutions put to shareholders were: 1. That the sale of the business and assets of the GSH, GSH No.1 and GSH No.3 (other than the Excluded Assets) to Brew on Quay Limited (BOQ) and/or BOQ Nominees for the aggregate purchase price of $20,701,400 plus GST (if any) on completion of the Asset Sale (subject to adjustment in accordance with the Sale Agreement) is approved for the purposes of Listing Rule 5.1.1(a) and (b) (in respect of a significant change in the nature of the business of, and in respect of a significant transaction for, the Company) and Listing Rules 5.2.1(a) and (b) (in respect of a transaction with Related Parties of the Company or who will be a beneficiary of such a transaction) and for all other purposes. 2. That, subject to the shareholders of the Company approving the Asset Sale, the Asset Sale being completed, the Binding Ruling being obtained and the solvency test in the Companies Act being satisfied, the Company distributes an amount equal to $600,000 less the costs of obtaining the Binding Ruling and any applicable taxes by way of a dividend to the shareholders of the Company in amounts proportionate to their respective shareholding. 3. That the delisting of the Company from the NZX Main Board is approved and the directors of the Company are authorised to undertake all actions and enter into any agreement and other documents necessary to give effect to this Resolution. 4. That the appointment of UHY Haines Norton as external auditor of GSH on 14 June 2023 be ratified and approved and that the Board be authorised to fix the fees and expenses of UHY Haines Norton for the ensuing year. 5. That clause 22 of the Company's Constitution is deleted and replaced with the following clauses: Resolutions 1 to 4 have been passed by the requisite majority. Resolution 5 was not passed by the requisite majority which also means that Resolution 2 will not be implemented (implementation of Resolution 2 is conditional upon the passing of Resolution 5). The Board needs to consider the impact of voting and the potential to pay the dividend notwithstanding the result of Resolution 5. The Company will provide a market update once it is able to do so. With the passing of Resolution 1, the Board reminds shareholders that upon successful completion of the Sale Agreement, substantially all of the business and assets of the Vendors will be sold and from then on, the Venues will be owned and operated by BOQ. Ends End CA:00420577 For:GSH Type:MEETING Time:2023-10-26 16:09:47