Richoux : 255320 Dining Street Circular Tuesday 16 July 2019

THIS DOCUMENT AND THE ENCLOSED FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE

ATTENTION.

If you are in any doubt about the contents of this document or as to the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or from another appropriately authorised independent financial adviser if you are resident in a territory outside the United Kingdom. The whole of this document should be read.

If you have sold or transferred all of your shares in the Company please send this document and the accompanying Form of Proxy, as soon as possible, to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. However, these documents should not be forwarded or transmitted into any jurisdiction where such act would constitute a violation of the relevant laws of such jurisdiction. The distribution of this document in certain jurisdictions may be restricted by law. Accordingly, this document may not be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons outside the UK into whose domain this document comes should inform themselves about and observe any such restrictions. If you have sold or transferred only part of your holding of Ordinary Shares, you should retain these documents and consult the bank, stockbroker or other agent through whom the sale or transfer was effected.

The Directors, whose names appear on page 1 of this document, and the Company accept responsibility, collectively and individually, for the information contained in this document. To the best of the knowledge and belief of the Directors and the Company (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.

_____________________________________________________________________

Dining Street Limited

(Incorporated in England and Wales under the Companies Act 1985 with registered no. 03517191)

Proposed alteration of the Articles of Association for the creation of a new share class and approval of a

waiver of obligations under Rule 9 of the Takeover Code

and

Notice of General Meeting

_____________________________________________________________________

Your attention is drawn to the letter from the Non-Executive Director of the Company which is set out on page 1 of this document and which recommends you to vote in favour of the Resolutions to be proposed at the General Meeting referred to below.

Notice of a General Meeting of the Company, to be held at 206-208 Hammersmith Road, London W6 7DH is set out at the end of this document. To be valid, the accompanying Form of Proxy for use in connection with the General Meeting should be completed, signed and returned as soon as possible and, in any event, so as to reach the Company's registrars, Link Asset Services, PXS1, 34 Beckenham Road, Beckenham, Kent, BR3 4ZF, by not later than 10.00 a.m. on 23 July 2019 (or, in the case of an adjourned meeting, no later than 48 hours before the time of such meeting, excluding any part of a day that is not a working day). Completion and return of Forms of Proxy will not preclude Shareholders from attending and voting at the General Meeting should they so wish.

Any person entitled to receive a copy of documents and information relating to the Rule 9 Waiver, including this document, is entitled to receive such documents in hard copy form. Such person may request that all future documents and information in relation to the Rule 9 Waiver are sent to them in hard copy form. You may request a hard copy of this document and/or any information incorporated into this document by reference to another source by contacting the Company at 2nd Floor, Elizabeth House, 20 School Road, Tilehurst, Reading, RG31 5AL.

Letter from the Non-Executive Director of Dining Street Limited

(Incorporated in England and Wales under the Companies Act 1985 with registered no. 03517191)

Directors:	Registered office:
Jonathan Kaye (Chief Executive Officer)	2nd Floor
Mehdi Gashi (Operations Director)	Elizabeth House
Salvatore Diliberto (Non-Executive Director)	20 School Road
The Hon. Robert Rayne (Non-Executive Director)	Tilehurst
	Reading
	RG31 5AL
	10 July 2019

To the Shareholders and for information purposes to the holder of options over Ordinary Shares

Dear Shareholder

Proposed alteration to the Articles of Association for the creation of a new share class and approval of a waiver of obligations under Rule 9 of the Takeover Code for the grant of options

1. Purpose of the Meeting

The Board is seeking Shareholder approval for a proposed alteration to the Articles for the creation of a new share class. The Board is proposing a resolution to approve the alteration at the General Meeting to be held at 10.00 a.m. on 25 July 2019. The purpose of this document is to set out the reasons for the proposed alteration to create a new class of shares and explain why the Directors unanimously consider that the proposed alteration to create a new class of shares to be in the best interests of the Company and its Shareholders as a whole, and are recommending that Shareholders should vote in favour of the proposed alteration at the General Meeting. A notice convening the General Meeting is set out at the end of this document.

Following the de-listing of the Company's shares from the AIM Market of the London Stock Exchange in February 2019, it is important to motivate key staff and encourage them to remain with the Company while we continue to improve the Group's financial performance. The Board would like to do this in part by introducing a share option scheme that will allow the grant of qualifying Enterprise Management Incentive ("EMI") share options ("Options"). The Board would like the shares subject to the EMI Scheme to be a separate and distinct class from the Ordinary Shares that are held by Shareholders. The Board is therefore proposing a resolution (the "Resolution") to amend the Articles of Association to allow the issue of a new class of shares, "B Ordinary Shares". The B Ordinary Shares will carry the same rights as the Ordinary Shares, save that they will have a lower nominal value (0.1p per share compared to 4p per Ordinary Share).The lower nominal value would allow the Options to have an exercise price equal to this lower nominal value if this can be agreed with HMRC as being the actual market value of a B Ordinary Share.

The Board intends to grant Options over approximately 46,500,000 B Ordinary Shares which will represent approximately 25% of the fully diluted voting rights of the Company. Further terms of the proposed EMI Scheme are set out in Part II, paragraph 10 of this document.

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2. Waiver of the obligations under Rule 9 of the Takeover Code

Following approval of the alteration to the Articles as detailed above, the Board intends to grant Options under the proposed new EMI Scheme to Jonathan Kaye, Chief Executive Officer of the Company. These Options can be exercised into B Ordinary Shares subject to certain conditions as set out in paragraph 10 of Part II below. A number of Jonathan Kaye's extended family members have an existing shareholding in the Company. In particular Phillip Kaye, the uncle of Jonathan Kaye, is the Company's largest shareholder, holding 29,820,971 Ordinary Shares in the Company representing 20.83 per cent. of the Company's current voting rights. Due to the close family link, Jonathan Kaye and members of his extended family are considered a concert party (collectively the "Concert Party") for the purposes of Rule 9 of the Takeover Code and accordingly their beneficial interests in the Company are aggregated. In total, the Concert Party, as at the date of this document, holds 42,275,679 Ordinary Shares, representing 29.53 per cent., of the Company's current voting rights. The Board intends to grant to Jonathan Kaye, Options over up to 18,964,741 B Ordinary Shares. Should these Options be exercised then Jonathan Kaye will be interested in 26,152,470 Shares representing 16.13 per cent. of the Company's Share capital enlarged by the issue of B Ordinary Shares to Jonathan Kaye only and assuming no other Options are exercised and the Concert Party will be interested in 61,240,420 B Ordinary Shares, representing 37.78 per cent. of the Company's Share capital enlarged by the issue of B Ordinary Shares to Jonathan Kaye only and assuming no other Options are exercised, which, without a waiver of the obligations under Rule 9 of the Takeover Code (commonly referred to as a "Whitewash"), would oblige the Concert Party to make a general offer to Shareholders under Rule 9 of the Takeover Code. The Panel has agreed to a waiver, subject to the Whitewash Resolution being approved at the General Meeting (on a poll) by Independent Shareholders who hold in excess of 50 per cent. of the shares held by the Independent Shareholders.

2(a) Details of the Concert Party

Under the Takeover Code, a concert party arises when persons, pursuant to an agreement or understanding (whether formal or informal), co-operate to obtain or consolidate control of, or frustrate the successful outcome of an offer for, the Company. Control means an interest or interests in shares carrying in aggregate 30 per cent. or more of the voting rights of a company irrespective of whether the interest or interests give de facto control.

Phillip Kaye co-founded and floated Golden Egg restaurants and City Hotels before establishing Garfunkel's Restaurant in 1980. Phillip Kaye expanded Garfunkel's Restaurants plc, now a part of the Restaurant Group plc, remaining as chief executive until 1993. He has since held a number of Non-Executive Director roles for listed companies and held significant shareholdings in Ask plc and Prezzo plc. Phillip has been a long term supporter of Dining Street Limited (formerly Richoux) and today owns 20.83 per cent. of the Company's current issued share capital. Jonathan Kaye, is the nephew of Phillip Kaye. In addition three of Jonathan Kaye's cousins, Adam Kaye, Sam Kaye and Samantha Sanson, have small shareholdings in the Company, as detailed below.

On the basis that Jonathan Kaye exercises all of his Options (and no other Options are exercised) pursuant to the EMI Scheme, the resulting issue of B Ordinary Shares to Jonathan Kaye means the Concert Party's beneficial interest in the Company's Share capital enlarged by the issue of B Ordinary Shares to Jonathan Kaye only will be a maximum controlling position of approximately 37.78 per cent.

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Registered holder	The Concert Party's voting		The Concert Party's voting rights
	rights in the Company as at		in the Company assuming the
	the Latest Practicable Date		issue of B Ordinary Shares to
					Jonathan Kaye in connection
					with only Jonathan Kaye
					exercising his Options pursuant
					to the EMI Scheme (and no other
					Options being exercised) as set
					out in this document
	Ordinary shares		No of Options	Ordinary Shares and B Ordinary
				to be granted		Shares
				under the EMI
				Scheme
	Number		% of		Number		% of Voting
			voting				rights
			rights
Phillip Kaye	29,820,971		20.83		29,820,971		18.40
Samantha Sanson	1,123,706		0.78		1,123,706		0.69
Jonathan Kaye	7,187,729		5.02	18,964,741	26,152,470		16.13
Sam Kaye	2,151,637		1.50		2,151,637		1.33
Adam Kaye	1,991,636		1.39		1,991,636		1.23
Total Concert Party	42,275,679		29.53		61,240,420		37.78

Assuming Jonathan Kaye exercises all of the Options granted to him under the EMI Scheme as set out in this document on the earlier of a change of control of the Company (or other exit) or following the second anniversary of the date of grant, Jonathan Kaye would be interested in 26,152,470 Shares representing 16.13 per cent. of the Company's Share capital enlarged by the issue of B Ordinary Shares to Jonathan Kaye only and assuming no other Options are exercised and the Concert Party would be interested in 61,240,420 Shares representing 37.78 per cent. of the Company's Share capital enlarged by the issue of B Ordinary Shares to Jonathan Kaye only and assuming no other Options are exercised. For the purposes of this document it is assumed that the Options granted to Jonathan Kaye immediately following the General Meeting are exercised on the earlier of a change of control of the Company (or other exit) or following the second anniversary of the date of grant. The Concert Party would be interested in Shares carrying 30 per cent. or more of the Company's voting rights, but will not hold Shares carrying more than 50 per cent. of such voting rights (assuming no other changes to the issued share capital of the Company have taken place). As such, for the purposes of the provisions of Rule 9 of the Takeover Code, any further increase in the percentage of Shares carrying voting rights in which the Concert Party is interested will be subject to the provisions of Rule 9 of the Takeover Code. The Panel has agreed to waive the obligation on the Concert Party to make a general offer that would otherwise arise as a result of the issue of Options under the EMI Scheme and subsequent exercise of Options and issue of B Ordinary Shares, subject to the approval of the Independent Shareholders, taken on a poll. Accordingly, the Whitewash Resolution is being proposed at the General Meeting to approve the Rule 9 Waiver. Members of the Concert Party will not be entitled to vote on the Whitewash Resolution.

The Concert Party will be disenfranchised from voting on the Waiver Resolution at the General Meeting.

In the event that the Independent Shareholders vote in favour of the Whitewash Resolution at the General Meeting, the Concert Party will not be restricted from making an offer for the Company. In the event that the Independent Shareholders do not vote in favour of the Whitewash Resolution at the General Meeting but do vote in favour of the amendment to the Articles, the Board will continue to grant Options under the EMI Scheme, however Options will

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not be granted to Jonathan Kaye. Shareholders should be aware that as set out above, the EMI Scheme is being introduced in order to motivate staff and encourage them to stay.

2(b) The Takeover Code

The Takeover Code is issued and administered by the Takeover Panel. The Takeover Code applies, inter alia, to all public companies which have their registered office in the United Kingdom. The Company is such a company and Shareholders are therefore entitled to the protections afforded by the Takeover Code.

Under Rule 9 of the Takeover Code, (i) any person who acquires, whether by a series of transactions over a period of time or not, an interest (as such term is defined in the Takeover Code) in shares which (taken together with the shares in which persons acting in concert with him are interested), carry 30 per cent. or more of the voting rights of a company that is subject to the Takeover Code, or (ii) when any person, together with persons acting in concert with him, is interested in shares which in aggregate carry not less than 30 per cent. of the voting rights of a company but does not hold shares carrying more than 50 per cent. of such voting rights and such person, or any person acting in concert with him, acquires an interest in any other shares which increases the percentage of shares carrying voting rights in which he is interested, is normally required to extend the offer to the holders of any class of equity share capital whether voting or non-voting and also to the holders of any other class of transferable securities carrying voting rights. These limits apply to the entire concert party as well as the total beneficial holdings of individual members. Such an offer would have to be made in cash at a price not less than the highest price paid by him, or by any member of the group of persons acting in concert with him, for any interest in shares in the company acquired during the 12 months prior to the announcement of the offer. A shareholder will, in such circumstances, incur an obligation to make a mandatory offer unless the consent of the Takeover Panel to a waiver of such an obligation is obtained. The Takeover Panel may agree to waive an obligation that would otherwise arise to make a mandatory offer under Rule 9 of the Takeover Code where that obligation arises as a result of an issue of new shares and the waiver is approved by independent shareholders.

2(c) Intentions of the Concert Party

The Concert Party has confirmed that, if the Whitewash Resolution is passed by the Independent Shareholders on a poll, there is no agreement, arrangement or understanding for the transfer of their Shares to any third party. The Concert Party is not intending to seek any changes in respect of: (i) the composition of the Board, nor the Company's plans with respect to the continued employment of employees and management of the Company and its subsidiaries (including any material change in employment conditions or balance of skills and functions); (ii) the Company's future business and its strategic plans including the research and development functions of the Company; (iii) the location of the Company's place of business, including its head office location and functions; (iv) employer contributions into any of the Company's pension schemes, the accrual of benefits for existing members, nor the admission or new members; or (v) redeployment of the Company's fixed assets. The Company does not currently have any trading facilities for its securities and the Concert Party is not seeking to change this.

2(d) Independent advice provided to the Independent Board

The Takeover Code requires the Board to obtain competent independent advice regarding the Proposals, the controlling position it will create and the effect it will have on the Shareholders generally.

Accordingly, BDO LLP, as the Company's financial adviser, has provided formal advice to the Board regarding the Proposals.

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