Eve Sleep : 2021 AGM Notice

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from your stockbroker, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all your shares in eve Sleep plc, please forward this document, together with the accompanying documents, to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

eve Sleep plc

(the "Company")

(Incorporated and registered in England and Wales under No. 09261636)

CHAIRMAN'S LETTER AND NOTICE OF ANNUAL GENERAL MEETING 2022

The Annual General Meeting of the Company will be held on Thursday 19 May 2022 at 1.00 pm at the offices of finnCap Group, 1 Bartholomew Close, London, EC1A 7BL

eve Sleep plc

(Incorporated in England and Wales with registered number 09261636)

Directors:

Registered office:

Mike Lloyd (Chairman) Cheryl Calverley Masood Choudhry Thomas Enraght-Moony Tim Parfitt

29A Kentish Town Road London

NW1 8NL

James Sturrock

14 April 2022

Dear Shareholder

Annual General Meeting of eve Sleep plc (the "Company")

I have pleasure in notifying you of the arrangements for the Company's forthcoming Annual General Meeting ("AGM") which will be held at 1:00 pm on Thursday 19 May 2022 at the offices of finnCap

Group, 1 Bartholomew Close, London, EC1A 7BL. Enclosed with this letter is the formal notice of the AGM and resolutions to be proposed are set out on pages 6 to 8.

COVID-19 Update

At the time of writing the Notice of the Meeting, the UK government is not imposing restrictions on public gatherings or travel. It is therefore anticipated that we will be able to welcome our shareholders to the Meeting in person. If you would like to attend the Meeting, we ask you to please register your intention as soon as possible with the Company's Registrars, to help us plan appropriately. Depending on any

UK government requirements or recommendations at the time of the Meeting, we may ask everyone attending at the physical venue to adhere to safety measures, which could include wearing a face covering and observing appropriate social distancing. In view of the unpredictability of the Covid-19 pandemic, we also ask you please to check the latest Government guidelines before you consider travelling to the Meeting venue and to monitor our website, where we will inform you of any changes to our arrangements for the Meeting.

Shareholders not wishing to attend the AGM are encouraged to participate in the business of the Meeting by exercising their vote by appointing the Chair of the Meeting as their proxy and providing voting instructions in advance of the AGM, in accordance with the instructions explained in the noticeof AGM, and to submit their voting instructions as soon as possible and no later than 1:00 pm on 17 May 2022. All valid proxy votes will be included in the poll to be taken at the AGM.

Engagement with our shareholders is important to us and at the AGM, I therefore encourage you to submit your questions about the business of the Meeting in advance, by [e-mail],no later than 10.00 am on Thursday 19 May 2022. Please include your full name and SRN in your email. You may also, if you prefer, ask questions during the Meeting. The Directors will aim, where possible, to answer all questions on the business of the Meeting, live at the Meeting. Responses to relevant questions will be provided by way of a written Q&A, grouped into themes where appropriate, and posted on the Company's investor website as soon as practicable following the conclusion of the Meeting.

Given the constantly evolving nature of the situation, should circumstances change before the time of the AGM, we want to ensure that we are able to adapt arrangements and to welcome shareholders to the AGM, within the safety constraints and in accordance with Government guidelines. If the Board believes that it becomes necessary or appropriate to make alternative arrangements for the holding of the AGM due to COVID-19, we will ensure that shareholders are given as much notice as possible before the date of the Meeting. Further information will be made available through an announcement to the London Stock Exchange and through an upload tohttps://investor.evesleep.co.uk/notification.

Annual report and accounts (Resolution 1)

The Directors are required to present to shareholders at the AGM the Annual Report and Accounts for the year ended 31 December 2021 together with the Directors' and Auditor's reports on the Annual Report and Accounts.

Reappointment of Directors (Resolutions 2 to 7)

Under the Company's Articles of Association ("Articles"), all Directors are required to retire by rotation each year. The Board acknowledge that for reasons of good governance, annually all Directors will retire offer themselves for re-election. The entire Board will retire at this year's AGM and, being eligible, we each offer ourselves for re-election respectively through separate Resolutions 2 to 7.

Auditor (Resolutions 8 and 9)

The Company is required at each general meeting at which accounts are presented to appoint the Company's Auditor to hold office until the next such meeting. Smith & Williamson have indicated their willingness to continue in office. Accordingly, Resolution 8 re-appoints Smith & Williamson as Auditor to the Company and Resolution 9 authorises the Directors to fix the remuneration.

Authority of Directors to allot shares (Resolution 10)

The authority given to the Directors to allot further shares in the capital of the Company requires the prior authorisation of the shareholders in general meeting under section 551 Companies Act 2006. Upon the passing of Resolution 10, the Directors will have authority to allot shares up to an aggregate nominalamount of £91,580.81, which is approximately one-third of the Company's current issued ordinary share capital as at 14 April 2022, being the latest practicable date before the publication of this Notice.

The Directors will seek to renew this authority at each AGM, in accordance with current best practice. The Directors have no present intention of exercising the authority sought under this Resolution. This authority will expire immediately following the AGM in 2023 or on 30 June 2023, whichever is the earlier.

The Directors will seek to renew this authority at each AGM, in accordance with current best practice. The Directors have no present intention of exercising the authority sought under this Resolution.

Disapplication of pre-emption rights (Resolution 11)

If the Directors wish to exercise the authority under Resolution 10 and offer shares (or sell any shares which the Company may purchase and elect to hold as treasury shares) for cash, the Companies Act 2006 requires that unless shareholders have given specific authority for the waiver of their statutory preemption rights, the new shares must be offered first to existing shareholders in proportion to their existing shareholdings. In certain circumstances, it may be in the best interests of the Company to allot new shares (or to grant rights over shares) for cash or to sell treasury shares for cash without first offering them to existing shareholders in proportion to their holdings.

Resolution 11 would authorise the Directors to do this by allowing the Directors to allot shares for cash or sell treasury shares for cash (i) by way of a rights issue (subject to certain exclusions), or by way of an open offer or other offer of securities (not being a rights issue) in favour of existing shareholders in proportion to their shareholdings (subject to certain exclusions) or (ii) otherwise up to an aggregate nominal value of £13,737.12, which is equivalent to approximately 5 per cent of the issued ordinary share capital of the Company on 14 April 2022, being the latest practicable date prior to the publication of this Notice.

If given, the authority will expire at the conclusion of the next AGM in 2023 or on 30 June 2023, if earlier. The Directors intend to renew such authority at successive AGMs in accordance with current best practice.

The Directors have no present intention of exercising this authority, but they consider its grant to be appropriate in order to preserve maximum flexibility for the future.

Disapplication of pre-emption rights for an acquisition or specified capital investment (Resolution 12)

The Directors are seeking further authority under Resolution 12 to offer shares (or sell treasury shares) for cash otherwise than to existing shareholders pro rata to their holdings up to an aggregate nominal value of £13,737.12, which is equivalent to approximately 5 per cent of the issued ordinary share capital of the Company (excluding treasury shares) on 14 April 2022, being the latest practicable date prior tothe publication of this Notice. This is in addition to the 5 per cent referred to in Resolution 11. If given, the authority will expire at the conclusion of the next AGM in 2023 or on 30 June 2023, if earlier.

This extra authority is being sought in accordance with the Pre-Emption Group's 2015 Statement of Principles ("Statement of Principles"). The Statement of Principles permits disapplication authorities of up to 10 per cent of issued ordinary share capital in total to be sought provided the extra 5 per cent is used only in connection with the financing (or refinancing) of an acquisition or specified capital investment (as defined in the Statement of Principles). The Directors confirm that they intend to use the authority sought in Resolution 12 only in connection with such an acquisition or specified capital investment which is announced contemporaneously with the issue, or which has taken place in the preceding six month period and is disclosed in the announcement of the issue.

Action to be taken

We are not sending out a Form of Proxy, if you are planning to attend the AGM, we ask you to please register your intention as soon as possible, with the Company's Registrars, by logging on to

www.signalshares.com and following the instructions given. You will be provided with a poll card at the venue. Shareholders who are unable to attend the Meeting or who would prefer to vote in advance are strongly encouraged to appoint the Chair of the Meeting as proxy, with voting instructions. Voting at the Meeting will be on a poll and will reflect all proxy voting instructions duly received. Information on how to appoint a proxy (whether you choose the Chair of the Meeting or your own named proxy to attend on your behalf) is on pages 9 and 10. The proxy appointment and instructions must be received electronically by the Company's Registrar not less than 48 hours (excluding any part of a day that is a

Saturday, Sunday or Bank Holiday) before the time appointed for holding the AGM, that is to say, no later than 1.00 pm on 17 May 2022.

Voting on all Resolutions at the AGM will be on a poll. Following the AGM, the results of the voting will be posted on the Company's website and notified to the London Stock Exchange.

Recommendation

The Directors are of the opinion that all resolutions to be proposed at the 2022 Annual General Meeting are in the best interests of shareholders as a whole. Accordingly, the Board unanimously recommends that you vote in favour of all the proposed resolutions.

Yours sincerely

Mike Lloyd Chairman