Top Shelf International : Board Changes (App 3X & App 3Y)

Top Shelf International Holdings Ltd

Principal Place of Business:

16-18 National Boulevard

Campbellfield

Victoria

Australia 3061

28 April 2022

ASX ANNOUNCEMENT (ASX:TSI)

Board Changes

Top Shelf International Holdings Ltd (ASX: TSI) (Top Shelf or the Company) advises that Lynette Mayne AM has joined the Company's board as an Independent Non-Executive Director.1

Ms Mayne has a proven commercial track record as a CEO, Chair and Director.

She is currently the Executive Chair of Richard Branson and Jochen Zeitz's The B Team Australasia which works with CEOs to enhance what they do with the people and the planet. Its various initiatives include Future of Work, Mental Health, AI and the recently established Climate Leaders Coalition. .

Ms Mayne is also a Non-Executive Director on the Prime Minister's Australian Infrastructure Financing Facility for the Pacific (AIFFP) and Accounting For Nature, and prior an international blockchain board, convergence.tech. She has experience establishing and scaling her own business, Work Wear World, and is a former CEO at Lendlease.

As part of a planned sequence of Board succession, Mr Ken Poutakidis has stepped down from his positions as Non-Executive Director.

Mr Poutakidis has served as a Non-Executive Director of Top Shelf since May 2020, and prior to joining the Board was a key advisor to the Company for a number of years.

TSI Executive Chairman, Adem Karafili, said:

"Ken has made a tremendous contribution to Top Shelf. He has been a critical part of the Company for many years and was instrumental in guiding us through the IPO process and our first 18 months as a listed company during his tenure.

"On behalf of the Board and management of Top Shelf, we thank Ken for his outstanding counsel, dedication and contribution through a transformational period for the Company. He will however remain a committed shareholder.

"As we embark on the next phase of the Company's growth, we are delighted to welcome Lynette Mayne to the Board.

"Lynette's credentials speak for themselves. Her experience starting and scaling her own business her proven corporate leadership across multiple industries, particularly ESG, finance, infrastructure, digital and technology, including blockchain, make her the perfect addition to the Board at this time."

1 Lynette will be paid an annual cash fee of $60,000 inclusive of superannuation.

Top Shelf International Holdings Ltd (ABN 22 164 175 535)

Lynette Mayne said:

"Top Shelf is an extremely exciting Australian international company that is creating premium, locally-made spirits that provide a terrific alternative in the current market.

"I love working with companies that truly want to enhance what they are doing with their people and the planet, thus creating even more value for all stakeholders.

"I look forward to working closely with the fabulous talent both around the Board table and across the business to help further enhance the leadership position the Company has already achieved."

An Appendix 3X for Lynette Mayne and an Appendix 3Z for Ken Poutakidis are attached.

Ends

This announcement was approved by Top Shelf's Executive Chairman, Adem Karafili, on behalf of the Top Shelf Board.

For more information (investors and media)

For further information, please visit our investor websitehttps://www.topshelfgroup.com.au/investors or contact investor relations [e-mail] or on [phone].

Media enquiries, please contact Matt Slade 0409 916 474.

About Top Shelf

Top Shelf International is a Melbourne based distiller and marketer of premium Australian spirits, with distinctive brands in NED Australian Whisky and Grainshaker Hand Made Australian Vodka. The Company has a track record of success creating high quality, premium Australian products and brands; each in its own way encapsulating a distinctive Aussie attitude, social experience and flavour profile.

The Company has expertise in the development and production of distilled spirits, undertakes a significant level of research and development and operates modern fermentation, distillation and packaging facilities in Campbellfield, Victoria.

The Company is creating Australia's first agave spirit range and is developing an Agave farm in The Whitsundays region of Queensland specifically chosen for the suitability of its climate for growing blue agave. In development of the farm the Company has committed to the application of up-to-date and innovative horticultural practices.

In addition to distilling and manufacturing its own portfolio of spirit brands, Top Shelf also provides canning, bottling and packaging services to a range of customers.

Appendix 3X

Initial Director's Interest Notice

Appendix 3X

Initial Director's Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 30/9/2001.

Name of entity

TOP SHELF INTERNATIONAL HOLDINGS LTD (TSI)

ABN

164 175 535

We (the entity) give ASX the following information under listing rule 3.19A.1 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Lynette Helen Mayne
Date of appointment	28 April 2022

Part 1 - Director's relevant interests in securities of which the director is the registered holder

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Number & class of securities

N/A

Appendix 3X Page 1

Appendix 3X

Initial Director's Interest Notice

Part 2 - Director's relevant interests in securities of which the director is not the registered holder

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Name of holder & nature of interest Note: Provide details of the circumstances giving rise to the relevant interest. N/A

Number & class of Securities

Part 3 - Director's interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder (if issued securities)	N/A
No. and class of securities to which interest relates	N/A

Appendix 3X Page 2

Appendix 3Z

Final Director's Interest Notice

Appendix 3Z

Name of holder & nature of interest Note: Provide details of the circumstances giving rise to the relevant interest	Number & class of securities
Saint Sofia Holdings Pty Ltd (Ken is a beneficiary of the trust) Poutakidis Superannuation Fund Pty Ltd	532,980 Fully Paid Ordinary Shares 39,480 Premium Priced Options (as defined in the Prospectus) 201,348 Start-up Options (as defined in the Prospectus) 67,694 Fully Paid Ordinary Shares

Final Director's Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 30/9/2001.

Name of entity

TOP SHELF INTERNATIONAL HOLDINGS LTD (TSI)

ACN

164 175 535

We (the entity) give ASX the following information under listing rule 3.19A.3 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of director	Kyriakos Lakis Poutakidis
Date of last notice	22 March 2022
Date that director ceased to be director	28 April 2022

Part 1 - Director's relevant interests in securities of which the director is the registered holder

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Number & class of securities

27,149 Non-Executive Director Options (as defined in the Prospectus dated 12 November 2020 issued by TSI and Top Shelf SaleCo Ltd (ACN 645 072 126) (Prospectus))

Part 2 - Director's relevant interests in securities of which the director is not the registered holder

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Appendix 3Z Page 1