Stilo International : General Meeting Circular 23 August 2019

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. THIS DOCUMENT CONTAINS A PROPOSAL WHICH, IF IMPLEMENTED, WILL RESULT IN THE CANCELLATION OF THE TRADING OF ORDINARY SHARES ON THE AIM MARKET OF THE LONDON STOCK EXCHANGE.

If you are in any doubt about the contents of this document or about what action to take, you are recommended immediately to seek your own professional advice from your stockbroker, solicitor, accountant or other financial adviser duly authorised under the Financial Services and Markets Act 2000 who specialises in advising upon investments in shares and other securities.

If you have sold or otherwise transferred all of your Ordinary Shares, please forward this document but not the accompanying personalised Form of Proxy or Tender Form at once to the purchaser or transferee or the bank, stockbroker or other agent through whom the sale or transfer was effected, for onward delivery to the purchaser or transferee. If you have sold part only of your holding of Ordinary Shares, please contact the bank, stockbroker or other agent through whom the sale or transfer was effected as to the actions you should take.

The availability of the Tender Offer to Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are located. Persons who are not resident in the United Kingdom should read the paragraph headed ''Overseas Shareholders'' set out in Part II of this document and should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with any prevailing restrictions may constitute a violation of the securities laws of such jurisdictions. These documents should not, however, be sent into any Restricted Jurisdiction.

The Directors of the Company whose names appear on page 12 of this document, accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

Stilo International Plc

(Incorporated in England & Wales under the Companies Act 1985 with

Registered No. 3893693)

Proposals for:

Cancellation of admission of Ordinary Shares to trading on AIM Buyback of 15,265,359 Ordinary Shares at 1 pence per share Tender Offer to purchase up to 14,734,641 Ordinary Shares at 1 pence per share

Re-registration as a private limited company

Adoption of New Articles

and

Notice of General Meeting

SPARK Advisory Partners Limited ("SPARK"), which is authorised and regulated by the Financial Conduct Authority, is acting exclusively for the Company and no-one else in connection with the De-Listing and Tender Offer and is not, and will not be, responsible to anyone other than the Company for providing the protections afforded to its clients or for advising any other person on the contents of this document or any matter, transaction or arrangement referred to therein. SPARK makes no representation or warranty, express or implied, as to the contents of this document and SPARK does not accept any liability whatsoever for the accuracy of or opinions contained (or for the omission of any material information) in this document and shall not be responsible for the contents of this document. Nothing in this paragraph shall serve to exclude or limit any responsibilities which SPARK may have under FSMA or the regulatory regime established thereunder.

You are recommended to read the whole of this document. In particular, your attention is drawn to the letter to Shareholders from the Chairman of the Company set out in Part I of this document which explains the background to and reasons for the Proposals and which contains a recommendation from the Directors that you vote in favour of the Resolutions to be proposed at the GM.

The Tender Offer will close at 1.00 pm on 13 September 2019, unless extended by means of an announcement through a Regulatory Information Service and will only be available to Qualifying Shareholders. The procedure for tendering your Ordinary Shares is set out in Part II of this document. If you wish to sell Ordinary Shares held in certificated form under the Tender Offer, you should complete the Tender Form, once you receive it, in accordance with the instructions set out in Part II of this document and those set out on the Tender Form and return it, together with your share certificate(s), to the Receiving Agent, Neville Registrars Limited ("Neville Registrars"), Neville House, Steelpark Road, Halesowen, West Midlands B62 8HD by hand (during normal business hours only) to Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, West Midlands B62 8HD so as to be received by no later than 1.00 pm on 13 September 2019. Acceptances of the Tender Offer in respect of Ordinary Shares held in uncertificated form (i.e. in CREST) should be made electronically through CREST so that the TTE Instruction settles no later than 1.00 pm on 13 September 2019.

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The Proposals described in this document are conditional, inter alia, on the approval of Shareholders at the General Meeting. Notice of the General Meeting to be held at 11.00 am on 30 September 2019 at the offices of RSM UK Audit LLP, 25 Farringdon Street, London EC4A 4AB is set out at the end of this document. Shareholders will find enclosed the Proxy Form for use at the General Meeting. The Proxy Form should be completed, signed and returned to the Company's Receiving Agent, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, West Midlands B62 8HD in accordance with the instructions printed on it as soon as possible and, in any event, so as to be received no later than 48 hours before the General Meeting. The completion and return of a Form of Proxy will not affect your right to attend and vote in person at the General Meeting or any adjournment thereof, if you wish to do so. Copies of this document will be available free of charge during normal business hours on any Business Day at the offices of the Company's solicitors, Bates Wells, 10 Queen Street Place, London EC4R 1BE from the date of this document until close of business on 30 September 2019 and at the Company's website, www.stilo.com

Information regarding forwarding-looking statements

This document contains a number of forward-looking statements relating to the Company. The Company considers any statements that are not historical facts as "forward-looking statements". They relate to events and trends that are subject to risks and uncertainties that could cause the actual results and financial position of the Company to differ materially from the information as presented in the relevant forward- looking statement. When used in this document the words "estimate", "project", "intend", "aim", "anticipate", "believe", "expect", "should", and similar expressions, as they relate to the Company or the management of it, are intended to identify such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this document. The Company does not undertake any obligation publicly to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, save in respect of any requirement under applicable laws, the AIM Rules and other regulations.

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	CONTENTS
		Page
EXPECTED TIMETABLE	4
DIRECTORS AND ADVISERS	6
DEFINITIONS	7
PART I	Letter from the Chairman of the Company	12
PART II	Terms and Conditions of the Tender Offer	24
PART III	Tax aspects of the Tender Offer	36
PART IV	Additional Information	38
PARY V	Principal Effect of Re-registration and Adoption of New Articles on Shareholders	40
NOTICE OF GENERAL MEETING	42

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EXPECTED TIMETABLE

Announcement of proposed De-Listing and	Friday 23 August 2019
Tender Offer, posting of this document, Proxy
Form and Tender Form to Shareholders and
Tender Offer opens
Closing of Tender Offer - Latest time and date for	1.00 pm on Friday 13 September
receipt of Tender Forms and TTE Instructions in	2019
relation to the Tender Offer
Record Date for Tender Offer	6.00 pm on Friday 13 September
	2019
Announcement of results of Tender Offer	Monday 16 September 2019
Purchase Contract and Brewin Nominees	From Monday 16 September to
Purchase Contracts available for inspection	Monday 30 September 2019
Latest date for receipt of Proxy Form (to be	Saturday 28 September 2019
received no later than 48 hours before the
General Meeting)
General Meeting	11.00 am on Monday 30 September
	2019
Announcement of the results of General Meeting	Monday 30 September 2019
Purchase of Tender Offer Shares and Brewin	Thursday 3 October 2019
Nominees Shares
Cancellation of Tender Offer Shares and Brewin	Thursday 3 October 2019
Nominees Shares
Despatch of cheques for Tender Offer proceeds	Thursday 3 October 2019
CREST accounts credited with Tender Offer	Thursday 3 October 2019
proceeds and proceeds of acquisition of Brewin
Nominees Shares
Despatch of share certificates in respect of any	Thursday 3 October 2019
revised holdings of Ordinary Shares following the
Tender Offer, and any Ordinary Shares held in
CREST not tendered pursuant to the Tender
Offer
De-Listing and cancellation of admission of the	Tuesday 8 October 2019
Ordinary Shares to trading on AIM
Re-registration of the Company as a private	Tuesday 29 October 2019
limited company

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If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement through a Regulatory Information Service.

All times are references to London time.

All events in the above timetable following the GM are conditional, inter alia, upon the approval of the Resolutions.

The De-Listing requires the approval of not less than 75 per cent. of the votes cast by Shareholders at the General Meeting.

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