Zamaz plc - Notice of Meeting Launch

Notice of Meeting of the holders of the Company's EUR 3,000,000 6% Fixed Rate Bonds due 30 April 2023 (ISIN GB00BL96TV97)

17 FEBRUARY 2023

Full announcement available via LONSE.

"Zamaz plc (LSE: ZAMZ), the London-based international e-commerce and retail technology aggregator of sustainable brands, announces that, as one of the next steps in its growth funding strategy, and at the request of a number of investors, a Notice of Meeting of the holders of the Company's EUR 3,000,000 6% Fixed Rate Bonds due 30 April 2023 ("the 6% Bonds"), ISIN GB00BL96TV97, has been issued today.

The Notice, in the form of a Consent Solicitation Memorandum (the "Memorandum"), and as described in the bond agreements, requests bondholders to consider and, if thought fit, approve a proposal to modify the terms and conditions of the 6% Bonds by way of an extraordinary resolution. The meeting is scheduled to be held at 9.00 am on 9 March 2023 at 50, Sloane Avenue, London, SW3 3DD.

The extraordinary resolution to be put to bondholders seeks approval for:

· the maturity of the 6% Bonds to be extended to 30 April 2026 from 30 April 2023; and

· an increase in the Nominal Value of the bonds to up to € 15,000,000 from € 3,000,000; and

· the Rate of Interest to be increased to 7.5 per cent. from 6.0 per cent per annum.

Should the changes be approved, bondholders will be issued warrants to subscribe for new Zamaz shares in an amount equal to the par value of bonds held at the time of grant of the warrants divided by the £0.11 strike price of the warrant, plus a further number of Zamaz shares at a deemed issue price of nominal value, representing a 10% conversion premium. The duration of the warrants will be three years from the implementation date. They will be fully transferable.

The Company will issue a further announcement on the outcome of the bondholders' meeting following its conclusion."