Announcement PDF Scheme Booklet registered by ASIC 29 June 2023 ASX ANNOUNCEMENT Melbourne, Australia, 29 June 2023: The Sustainable Nutrition Group (ASX:TSN) (“TSN” or the “Company”), is pleased to announce that the Australian Securities and Investments Commission (ASIC) has today registered the explanatory statement (Scheme Booklet) in relation to the proposed acquisition of all the shares in TSN by Elixinol Wellness Limited ACN 621 479 794 (EXL) by way of a scheme of arrangement, as announced on 29 November 2022. This follows the announcement made by TSN on 28 June 2023 that the Federal Court of Australia made orders approving the dispatch of the Scheme Booklet to TSN Shareholders and convening the meeting of TSN Shareholders to consider and vote on the Scheme (Scheme Meeting). Terms not defined in this announcement, have the meaning given to them in the Scheme Booklet. Scheme Booklet A copy of the Scheme Booklet, including the Independent Expert's Report and the notice of the Scheme Meeting, is attached to this announcement and will be dispatched to TSN Shareholders on 3 July 2023. TSN Shareholders who have elected to receive communications electronically will receive an email with links to where they can download the Scheme Booklet and lodge their proxies for the Scheme Meeting. TSN Shareholders who have elected to receive hard copies of TSN meeting documents will be mailed a printed copy of the Scheme Booklet and proxy form for the Scheme Meeting. Any TSN Shareholder who has not made any election will receive a letter with links to where they can download the Scheme Booklet and lodge their proxy for the Scheme Meeting. Scheme Meeting The Scheme requires approval of TSN Shareholders and will be considered at the Scheme Meeting. The Scheme Meeting will be held at K&L Gates offices located on Level 25, 525 Collins Street Melbourne on Wednesday 2 August 2023 at 10 am. The TSN Directors maintain their recommendation that TSN Shareholders should vote in favour of the Scheme in absence of a Superior Proposal. Further Information The Scheme Booklet explains the effect of the Scheme between TSN and the TSN Shareholders. The Scheme Booklet is an important document and you should read this Scheme Booklet in its entirety before making a decision as to how to vote at the Scheme Meeting. If you are in doubt as to what you should do, you should consult your legal, investment or other professional adviser. ASX Code: TSN THE SUSTAINABLE NUTRITION GROUP LTD www.sustainablenutrition.com.au Level 4, 100 Albert Road, South Melbourne VIC 3205 Scheme Booklet Registered by ASIC 29 June 2023 Indicative Key Dates The Scheme Booklet details in full the important dates for the Scheme, however, a summary of the indicative key dates are provided below: Event Date and time Date and time for determining eligibility to vote at Scheme Meeting 7pm on 31 July 2023 Latest date and time for lodgement of Proxy Forms or powers of attorney for Scheme Meeting 10 am on 31 July 2023 Scheme Meeting to vote on the Scheme 10 am, 2 August 2023 Second Court Date for approval of the Scheme 7 August 2023 Effective Date – Court Order lodged with ASIC and announced to ASX 8 August 2023 TSN Shares cease trading on ASX at close of trading 8 August 2023 Scheme Record Date for determining participants in the Scheme and entitlements to Scheme Consideration 10 August 2023 Implementation Date – Scheme Shares transferred to EXL and Scheme Consideration provided to Scheme Participants 17 August 2023 Dates may change The timetable above is indicative only and certain dates and times are subject to receipt of all necessary approvals from TSN Shareholders, the Court and other Regulatory Authorities. TSN, in consultation with EXL, may vary any or all of these dates and times, subject to Court approval where required. Any changes to the above timetable will be announced to ASX, www.asx.com.au. The actual timetable will depend on factors outside the control of TSN and implementation of the Scheme is subject to the satisfaction or, if applicable, waiver of the Scheme Conditions (see Sections 1.3 and 9.9 of the Scheme Booklet). All references to time are to Australian Eastern Standard Time unless otherwise stated. For further information, please contact: Pauline Gately Interim Non-Executive Chair The Sustainable Nutrition Group Ltd +61 3 9692 7222 Authorised for release by the TSN Board of Directors ASX Code: TSN THE SUSTAINABLE NUTRITION GROUP LTD www.sustainablenutrition.com.au Level 4, 100 Albert Road, South Melbourne VIC 3205 Scheme Booklet registered by ASIC 29 June 2023 About TSN The Sustainable Nutrition Group Ltd (ASX:TSN) is a vertically integrated business which produces, manufactures, and distributes a range of sustainable and plant-based nutrition brands, including hemp products under the Mt Elephant, Australian Primary Hemp, Field Day and The Australian Superfood Company brands to retail, wholesale, e-commerce and white label customers in Australia. TSN engages across the value chain encompassing seed selection, farming, processing, packaging, distribution and sales of bulk, food service and retail products. About EXL Elixinol Wellness Limited (ASX:EXL) is a pioneer in the global hemp industry, innovating, marketing and selling hemp and other plant-derived nutraceutical, cosmetic and food products. The Company’s simplified business model is focusing on: • In the Americas, innovating, marketing and selling high quality Elixinol branded hemp and other plant-derived nutraceutical and skincare products based in Colorado, USA • In Australia, Hemp Foods Australia is a leading hemp food wholesaler, retailer, manufacturer and exporter of bulk and branded raw materials, and finished products • In the United Kingdom, South Africa, Japan, Brazil and Mexico, branded hemp and other plant-derived products are available to consumers via exclusive Distribution and/or Trademark and Know-How Licensing Agreements • Across the Rest of World, expanding distribution of branded hemp and other plantderived products through reputable distributors as key markets open. See more at www.elixinolwellness.com ASX Code: TSN THE SUSTAINABLE NUTRITION GROUP LTD www.sustainablenutrition.com.au Level 4, 100 Albert Road, South Melbourne VIC 3205 The Sustainable Nutrition Group Ltd ACN 071 666 334 SCHEME BOOKLET For the recommended Scheme of Arrangement between The Sustainable Nutrition Group Ltd ACN 071 666 334 and its shareholders in relation to the proposed acquisition by Elixinol Wellness Limited of all the issued shares in The Sustainable Nutrition Group Ltd Each Director recommends you VOTE IN FAVOUR of the Scheme in the absence of a Superior Proposal. The Independent Expert has concluded that in the absence of a Superior Proposal the Scheme is "not fair but reasonable" and "in the best interests" of TSN Shareholders. THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION IF YOU HAVE ANY QUESTIONS IN RELATION TO THE SCHEME BOOKLET OR THE SCHEME MEETING, PLEASE CONTACT YOUR LEGAL, INVESTMENT OR OTHER PROFESSIONAL ADVISER Legal Adviser 1 IMPORTANT NOTICES The Scheme Booklet This Scheme Booklet sets out details of the Scheme and constitutes the Explanatory Statement for the Scheme for the purposes of section 412(1) of the Corporations Act. It explains the effect of the Scheme between The Sustainable Nutrition Group Ltd ACN 071 666 334 (TSN or Company) and the TSN Shareholders to be considered at the Scheme Meeting. You should read this Scheme Booklet in its entirety before making a decision as to how to vote on the resolutions to be considered at the Scheme Meeting. If you are in doubt as to what you should do, you should consult your legal, investment or other professional adviser. ASIC and ASX A copy of this Scheme Booklet has been examined and registered by ASIC for the purposes of section 412(6) of the Corporations Act. ASIC has been requested to provide a statement, in accordance with section 411(17)(b) of the Corporations Act, that ASIC has no objection to the Scheme. If ASIC provides that statement, then it will be produced to the Court at the time of the Court hearing to approve the Scheme. Neither ASIC nor any of its officers take any responsibility for the contents of this Scheme Booklet. A copy of this document has been lodged with ASX. Neither ASX nor any of its officers take any responsibility for the contents of this document. Federal Court Notice IMPORTANT NOTICE ASSOCIATED WITH COURT ORDER UNDER SECTION 411(1) OF THE CORPORATIONS ACT 2001 The fact that under section 411(1) of the Corporations Act the Court has ordered that a meeting be convened and has approved the explanatory statement required to accompany the notices of the meeting does not mean that the Court: (a) has formed any view as to the merits of the proposed scheme or as to how members/creditors should vote (on this matter members/creditors must reach their own decision); or (b) has prepared, or is responsible for, the content of the explanatory statement. Notice of Scheme Meeting The Notice of Scheme Meeting is included in this Scheme Booklet as Annexure F. Notice of Second Court Hearing On the Second Court Date, the Federal Court of Australia will consider whether to approve the Scheme following the vote at the Scheme Meeting. Any TSN Shareholder may attend the hearing held on the Second Court Date, expected to be held on 7 August 2023. The Court’s list is usually available by 4.30pm the day before the hearing. Any TSN Shareholder who wishes to oppose approval of the Scheme at the hearing on the Second Court Date may do so by filing with the Court and serving on TSN a notice of appearance in the prescribed form together with any affidavit that the TSN Shareholder proposes to rely on. Investment decisions The information contained in this Scheme Booklet does not constitute financial product advice. This Scheme Booklet does not take into account the investment objectives, financial situation or particular needs of individual TSN Shareholders or any other person. Independent financial and taxation advice should be sought before making any decision in relation to the Scheme. Responsibility statement The Company Information has been prepared by TSN and its directors and is the responsibility of TSN. The directors, officers and advisers of Elixinol Wellness Limited ACN 621 479 794 (EXL) do not assume any responsibility for the accuracy or completeness of the TSN Information. The Elixinol Information has been provided by EXL and its directors and is the responsibility of EXL. TSN and its directors, officers and advisers do not assume any responsibility for the accuracy or completeness of the Elixinol Information. RSM Australia Pty Ltd has prepared the Independent Expert’s Report in Annexure B and is responsible for that report only. None of TSN or EXL nor any of their respective affiliates, Subsidiaries, directors, officers, employees or advisers assume any responsibility for the accuracy or completeness of the information contained in the Independent Expert's Report. Forward looking statements Certain statements in this Scheme Booklet relate to the future. Forward-looking statements can be identified by the use of forward looking words such as “may”, “should”, “expect”, “anticipate”, “estimate”, “scheduled” or “continue,” their negative equivalent, or comparable terminology. Such statements involve known and unknown risks, uncertainties, assumptions and other important factors that may cause the actual results, performance or achievements of TSN to be materially different from the results, performance or achievements expressed or implied by such statements. The operation and financial performance of TSN is subject to various risks and which may be beyond the control of TSN or EXL. As a result, the actual results of TSN's operations and earnings following implementation of the Scheme and the actual advantages of the Scheme may differ from those that are anticipated or may not be achieved. Any forward looking statements in this Scheme Booklet are made, and reflect views held, only as at the date of this Scheme Booklet. TSN and EXL make no representation and give no assurance or guarantee that the occurrence of the events or the achievement of results expressed or implied in such statements will actually occur. You are cautioned not to rely on any forward-looking statement. Privacy and personal information TSN will need to collect personal information to implement the Scheme. The personal information may include the names, contact details and details of holdings of TSN's Shareholders, plus contact details of individuals appointed by TSN Shareholders to act as proxies, corporate representatives or attorneys at the Scheme Meeting. The primary purpose of the collection of personal information is to assist TSN in the conduct of the Scheme Meeting and to enable the Scheme to be implemented. The collection of certain personal information is required or authorised by the Corporations Act. TSN Shareholders and other individuals in respect of whom personal information is collected, have certain rights to access the personal information collected about them and can contact the TSN Share Registry on 1800 236 994 (within Australia) or +61 1300 554 474 (outside Australia) if they wish to exercise those rights. Personal information may be disclosed to the share registrars of TSN or EXL, print and mail service providers, authorised securities brokers, Related Bodies Corporate of TSN and EXL, and TSN and EXL's advisers to the extent necessary to effect the Scheme. If the information outlined above is not collected, TSN may be hindered in, or prevented from, conducting the Scheme Meeting, or implementing the Scheme effectively or at all. TSN Shareholders who appoint a named person to act as their proxy, corporate representative or attorney at the Scheme Meeting should ensure that they inform that person of the matters outlined above. Notice to TSN Shareholders in jurisdictions other than Australia This Scheme Booklet has been prepared in compliance with the disclosure requirements of Australia which may be different from those in other jurisdictions. This Scheme Booklet and the Scheme do not in any way constitute an offer of securities or a solicitation of an offer to purchase securities in any place in which, or to any person to whom, it would not be lawful to make such an offer or solicitation. The offer of New Elixinol Shares will only be made to those TSN shareholders resident in Australia. TSN Shareholders who are Ineligible Shareholders will not be issued New Elixinol Shares. Instead, the New Elixinol Shares to which Ineligible Shareholders would otherwise be entitled to under the Scheme will be issued to the Sale Nominee and sold through the Share Sale Facility, with the Share Sale Facility Proceeds being remitted to those TSN Shareholders. Refer to Section 9.4 for further details on the Share Sale Facility. Notice to TSN Shareholders in the United States The New Elixinol Shares have not been and are not expected to be registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States. EXL intends to rely on Section 3(a)(10) of the US Securities Act in connection with the consummation of the Scheme and the issuance of New Elixinol Shares. Section 3(a)(10) contains an exemption from the general requirement for securities issued in exchange for other securities where the terms and conditions of the issuance and exchange have been approved by a court of competent jurisdiction, after a hearing upon the fairness of the terms and conditions of 2 the issuance at which all persons to whom the securities will be issued have the right to appear. TSN and EXL will rely on approval of the Scheme by the Court for purposes of qualifying for the Section 3(a)(10) exemption. This Scheme Booklet has not been filed with or reviewed by the SEC or any United States state securities authority and none of them has passed upon or endorsed the merits of the Scheme or the accuracy, adequacy or completeness of this Scheme Booklet. Any representation to the contrary is a criminal offence. References to time and currency Unless otherwise stated, a reference to time in this Scheme Booklet is a reference to Australian Eastern Standard Time. References to ($ or A$) dollars in this Scheme Booklet are to Australian dollars, unless otherwise stated. Rounding Certain financial figures in this Scheme Booklet have been rounded as applicable, unless otherwise stated. Such figures should be considered as approximate figures. Any discrepancies in any table between totals and sums of amounts listed therein or to previously published financial figures are due to rounding. Defined terms and interpretation Capitalised terms used in this Scheme Booklet are defined either in the Glossary in Section 11 or in the body of this Scheme Booklet. Unless otherwise stated or where the context otherwise requires, all data contained in this Scheme Booklet, including in charts, graphs and tables, are based on information available as at the Last Practicable Date. Websites Any references in this Scheme Booklet to any website are for information purposes only and no information contained on any website forms part of this Scheme Booklet. Tax A general guide to the taxation implications of the Scheme is set out in Annexure A. This guide is expressed in general terms only and TSN Shareholders should consult their tax adviser as to the applicable tax consequences of the Scheme. If you have any questions If after reading this Scheme Booklet in its entirety you do not fully understand it, you should consult an accountant, solicitor or other professional adviser for assistance. This document is very important and should be read in its entirety. Date This Scheme Booklet is dated 28 June 2023. 3 TABLE OF CONTENTS LETTER FROM THE TSN CHAIR IMPORTANT DATES 1. 1.1 1.2 1.3 1.4 1.5 1.6 1.7 6 9 1.8 SCHEME HIGHLIGHTS 10 Summary of reasons to vote in favour of or against the Scheme 10 Independent Expert's conclusion 11 Scheme Conditions 12 Scheme Consideration 12 Scheme Meeting 12 Warranties and releases 13 Exclusivity, competing proposals, break fee arrangements and cost contribution 13 Carefully read and consider this Scheme Booklet 14 2. QUESTIONS AND ANSWERS 3. 3.1 3.2 WHAT TO DO AND HOW TO VOTE 31 Carefully read and consider this Scheme Booklet 31 Consider the reasons to vote in favour of the Scheme, the disadvantages of voting in favour of the Scheme and the risks of the Scheme 31 Consider the recommendation of the TSN Directors and the opinion of the Independent Expert 31 Scheme Meeting 31 Vote on the Scheme in person or by proxy 31 Voting entitlements 32 Voting at the Scheme Meeting 32 If you have any further queries 34 3.3 3.4 3.5 3.6 3.7 3.8 4. 16 4.1 4.2 4.3 4.4 4.5 ASSESSMENT OF THE SCHEME AND THE REASONS IT IS BEING PROPOSED 35 TSN Board’s recommendation 35 Why TSN Shareholders should vote in favour of the Scheme 35 If the Scheme does not proceed 36 Disadvantages of voting in favour of the Scheme 37 Other relevant considerations 38 5. 5.1 5.2 5.3 5.4 5.5 5.6 5.7 5.8 5.9 5.10 5.11 5.12 5.13 OVERVIEW OF TSN Background TSN Brand Portfolio TSN's corporate structure TSN's Directors and senior management TSN historical financial information Material changes in TSN’s financial position since 30 June 2022 TSN securities and capital structure Intentions regarding the continuation of TSN's business TSN dividend policy Recent share performance Continuously disclosing entity Right to inspect and obtain copies of the TSN Register Loan with Elixinol 40 40 41 42 42 43 47 47 50 51 51 52 53 53 4 6. 6.1 6.2 6.3 6.4 6.5 6.6 6.7 6.8 6.9 6.10 6.11 6.12 6.13 6.14 6.15 6.16 6.17 6.18 6.19 OVERVIEW OF EXL Introduction Overview of EXL EXL's business EXL's group structure EXL's Board and key management EXL historical financial information Material changes to EXL's financial position since 31 December 2022 Full-year results EXL's rationale for the Proposed Transaction EXL’s intentions if the Scheme is implemented EXL’s capital structure EXL employee share plans and incentive plans EXL's Recent share price history Substantial shareholders EXL dividend policy Publicly available information Interests of EXL’s Directors EXL interests and dealings in TSN Shares Rights and Liabilities attaching to New Elixinol Shares 55 55 55 55 55 56 57 61 63 63 64 65 65 65 65 66 66 66 66 67 7. 7.1 7.2 7.3 7.4 7.5 7.6 7.7 7.8 7.9 7.10 OVERVIEW OF MERGED GROUP Introduction Merged Group overview Highly complementary product portfolio Synergies Strategic reviews Directors and senior management of the Merged Group Capital Structure of the Merged Group Substantial Holders of the Merged Group Corporate head office Combined financial information 69 69 69 69 69 70 71 74 74 75 75 8. 8.1 8.2 8.3 8.4 8.5 RISKS Risks associated with TSN's business General risks associated with TSN Specific risks relating to EXL General risks relating to Merged Group Risks specific to the Scheme and creation of the Merged Group 79 79 82 83 89 90 9. 9.1 9.2 9.3 9.4 9.5 9.6 9.7 9.8 9.9 9.10 9.11 9.12 IMPLEMENTATION OF THE SCHEME Overall effect of the Scheme People who are affected by the Scheme Scheme Consideration Share Sale Facility Steps in implementing the Scheme If the Scheme does not proceed Effect of Scheme Enforcement of Deed Poll Scheme Conditions Status of Scheme Conditions Termination End Date 94 94 94 94 94 95 97 97 97 97 99 99 100 5 9.13 9.14 9.15 9.16 9.17 Establishing Scheme Participants Suspension and termination of trading in TSN Shares Covenants and releases by Scheme Participants Warranties by Scheme Participants Status of Scheme Shares 100 101 101 101 102 10. 10.1 10.2 10.3 10.4 10.5 10.6 10.7 10.8 10.9 10.10 10.11 10.12 ADDITIONAL INFORMATION 103 Relevant Interests in TSN held by TSN Directors 103 Relevant Interests in EXL held by TSN Directors 103 Relevant Interests of TSN in EXL 103 Payments or other benefits to TSN Directors, secretaries or executive officers103 Agreements or arrangements with TSN Directors 103 TSN Directors’ interests in EXL contracts 104 Effect of Scheme on creditors 104 No unacceptable circumstances 104 ASX and ASIC regulatory relief 104 Other material information 104 Interests and Consents of advisers 105 Supplementary information 107 11. GLOSSARY OF TERMS 108 6 LETTER FROM THE TSN CHAIR Dear Shareholder, On behalf of the TSN Board, I am pleased to provide you with this Scheme Booklet that contains important information for your consideration about the proposed acquisition of TSN by Elixinol Wellness Limited (ASX:EXL)(EXL or Elixinol). THE SCHEME On 29 November 2022, TSN announced that it had entered into a Scheme Implementation Deed with EXL. It is proposed that EXL will acquire 100% of issued TSN Shares by way of a Scheme of Arrangement, subject to approval by TSN Shareholders and the Court, and the satisfaction of certain other conditions (Scheme). In consideration for their TSN Shares, TSN Shareholders are to receive 1.1225 New Elixinol Shares for every TSN Share held on the Scheme Record Date. The Scheme Consideration values the equity of TSN at approximately $2.2 million 1. If the Scheme is not approved by the requisite majority of TSN Shareholders or the Court, the Scheme will not become Effective. Since the Announcement Date (i) at the TSN 2022 annual general meeting, TSN Shareholders approved the issue of certain TSN Shares to TSN Directors in lieu of accrued remuneration; and (ii) Elixinol announced the issue of additional securities (including under the EXL Capital Raise). This Scheme Booklet incorporates the impact on the Merged Group's share capital structure as a result of both (i) the issue of these new securities; and (ii) the Scheme being implemented (see section 7.7). INDEPENDENT EXPERT TSN appointed RSM Australia Pty Ltd as the Independent Expert to prepare an Independent Expert's Report, including an opinion as to whether the Scheme is in the best interests of TSN Shareholders. The Independent Expert, RSM Australia Pty Ltd, has concluded that in the absence of a Superior Proposal the Scheme is "not fair but reasonable" and is "in the best interests of shareholders". A full copy of the Independent Expert's Report is included as Annexure B to this Scheme Booklet. TSN BOARD'S RECOMMENDATION Your Directors have considered the advantages and disadvantages of the Scheme. Each Director recommends that TSN Shareholders vote in favour of the Scheme in the absence of a Superior Proposal. Each Director who holds TSN Shares intends to vote in favour of the Scheme in the absence of a Superior Proposal. The key reasons why the Board believes the Scheme to be in the best interests of Shareholders are outlined in Sections 1.1 and 4.2 but some of the key advantages to be considered in the opinion of the Board are that the Scheme: • Creates a global plant-based food, health and wellness company: Optimises the supply chain in Australia by enabling the Merged Group to leverage access to one of the largest contract grower networks in Australia and negotiate larger purchase contracts, and the reduced transport and logistics costs and better utilisation of production assets resulting from 1 Based on Elixinol's closing share price of $0.014 as at the Last Practicable Date. 7 consolidation of operations in Geelong, nearer to growers than EXL’s current production facility. • Brings together highly complementary product suite with improved product innovation: Number of brands increase from 4 to 8, across the human nutrition, food, CBD, pet, and wellness verticals. Additionally, the Merged Group’s new product development and IP sharing will assist in driving cost effective growth including e-commerce. • Expands distribution network: Immediately broadens distribution capabilities across Australia from ~1,571 locations to 3,994 locations, providing substantial cross-sell opportunities for EXL and TSN brands, and the ability for EXL and TSN to expand existing relationships with partners and distributors. • Increases size and scale: Leveraging the strategic reviews conducted by both TSN and EXL, the Merged Group aims to realise economies of scale through the rationalisation of operations and distribution channels. The Merged Group targets cost and revenue synergies to be realised over time, as well as margin expansion through the consolidation of operations. Please note that there are also disadvantages of the Scheme to TSN Shareholders. The key disadvantages are outlined in Sections 1.1 and 4.4 of the Scheme Booklet and in section 12.7 of the Independent Expert Report. Some of the key disadvantages include: • Scheme is "not fair" to Shareholders: The Independent Expert has determined that the Scheme is "not fair" to Shareholders. • Scheme Consideration: You may believe that the Scheme is not in the best interests of TSN Shareholders or you may consider that the Scheme Consideration is too low. Additionally, the value of the Scheme Consideration is not certain and will depend on the price at which New Elixinol Shares trade on the ASX after the Implementation Date. There is a risk that the New Elixinol Shares may trade at a price which is lower than the Scheme Consideration after the Implementation Date. • Dilutionary impact: Shareholders will, collectively, have a diluted ownership of 25.3% in the Merged Group (before the exercise of options or performance rights on issue immediately after the Scheme). This will reduce Shareholders’ ability to influence decisions such as the composition of the Board and the acquisition and disposal of assets. • You may wish to maintain a direct interest in TSN as a listed company: If the Scheme is implemented you will no longer be able to participate in any value offered by a direct investment in TSN. • Superior Proposal: You may consider that there is the potential for a Superior Proposal to be made to TSN. No proposal superior to the Scheme has emerged as at the date of this Scheme Booklet. The Board notes that the appropriateness of New Elixinol Shares for TSN Shareholders will depend on the characteristics and risk profile of individual TSN Shareholders, as well as the matters set out in the Scheme Booklet (including, without limitation, the Risk Factors set out in Section 8 of this Scheme Booklet). It is important that you carefully read the Risk Factors as there are risks involved in an investment in EXL which differ from the risks associated with your current investment in TSN. SCHEME MEETING Your vote is important as the resolutions at the Scheme Meeting require a certain level of TSN Shareholder support to be approved. I encourage you to read this Scheme Booklet carefully as it contains information that will assist in both your decision for voting, but also information on how to vote. 8 I also encourage you to vote at the Scheme Meeting held at 10 am on Wednesday, 2 August 2023, either by personally participating in the Scheme Meeting or by appointing a proxy, an attorney or, in the case of a TSN Shareholder or proxy who is a corporation, a corporate representative to participate in the Scheme Meeting and vote on your behalf. Sections 3.7 and 3.8 of this Scheme Booklet contain further information regarding the Scheme Meeting and your vote. If you require further information after reading this Scheme Booklet in its entirety, please call the TSN Share Registry on 1800 236 994 (within Australia) or +61 1300 554 474 (outside Australia), send an email to registrars@linkmarketservices.com.au or visit TSN's website at www.sustainablenutrition.com.au. On behalf of the TSN Board, I thank you for your ongoing support and I look forward to your participation at the Scheme Meeting. Yours faithfully, Pauline Gately Chair The Sustainable Nutrition Group Ltd 9 IMPORTANT DAT