Spice Private Equity : May 27, 2021 – AGM Invitation

Invitation

to Spice Private Equity Ltd. ("Spice") Annual General Meeting

on Thursday, 27 May 2021, 3.00 p.m. (door opening at 2.30 p.m.) Parkhotel Zug, Industriestrasse 14, 6300 Zug

Agenda items and motions of the Board of Directors:

1. Election of Chairman of the Annual General Meeting
   The Chairman of the Board of Directors will not be able to attend the Annual General Meeting 2021. In accordance with article 9 of the Articles of Association, the general meeting shall elect a chairman of the day in such a situation.
   The Board of Directors proposes to elect as chairman of the day Mr. David Emery (member of the Board of Directors) or, in his absence, Mr. Martin Lanz, legal counsel to Spice, or, in his absence, any other person nominated by the Chairman of the Board of Directors.
2. Presentation and approval of the statutory 2020 Annual Financial Statements (Einzelabschluss) and the Group Financial Statements (Konzernrechnung) as per 31 December 2020
   The resolution will be adopted acknowledging the compensation report. The Chairman of the Meeting will explain the compensation report.
   The Board of Directors proposes to approve the statutory 2020 Annual Financial Statements (Einzelabschluss) and the Group Financial Statements (Konzernrechnung) for the financial year 2020 acknowledging the Auditors' Reports.
3. Decision on the elimination of loss of capital situation and appropriation of accumulated loss
   The statutory 2020 Annual Financial Statements (Einzelabschluss) show a loss of capital according to article 725 para. 1 of the Swiss Code of Obligations (accumulated loss exceeds half of the share capital and statutory reserves).

The Board of Directors proposes to eliminate this loss of capital by the following measures:

Offsetting of the annual loss of the business year 2020 in the amount of CHF 66,265,000 and part of the accumulated net loss carried forward in the aggregate amount of CHF 113,735,000 with reserves from capital contributions in the amount of CHF 180,000,000.

The Board of Directors also proposes to carry forward accumulated losses.

4. Discharge of the Board of Directors

The Board of Directors proposes to grant discharge to all members active in the financial year 2020.

1. Approval of the aggregate amount of compensation of the Board of Directors
   The Board of Directors proposes to approve the fixed compensation to its members of not more than the aggregate amount of CHF 420,000, to be shared between them, for the period starting on the date of this 2021 Annual General Meeting and ending on the date of the 2022 Annual General Meeting.
2. Elections

1. Re-electionof the members of the Board of Directors
   The Board of Directors proposes to re-elect the following members of the Board of Directors for a term of office starting on the date of this 2021 Annual General Meeting and ending on the date of the 2022 Annual General Meeting:
2. 1. Christopher Bedford Brotchie
   2. Fersen Lamas Lambranho
   3. David Emery
   4. Christopher Wright
   5. Alvaro Lopes da Silva Neto
3. Re-electionof the Chairman of the Board of Directors
   The Board of Directors proposes to re-elect Christopher Bedford Brotchie as Chairman of the Board of Directors for a term of office starting on the date of this 2021 Annual General Meeting and ending on the date of the 2022 Annual General Meeting.
4. Re-electionof the members of the Compensation Committee
   The Board of Directors proposes to re-elect the following members of the Board of Directors as members of the Compensation Committee for a term of office starting on the date of this 2021 Annual General Meeting and ending on the date of the 2022 Annual General Meeting:
5. 1. Christopher Bedford Brotchie
   2. David Emery
   3. Alvaro Lopes da Silva Neto
6. Re-electionof the independent proxy
   The Board of Directors proposes to re-elect Stefan Koller, attorney, domiciled in Zug, as independent proxy for a term of office starting on the date of this 2021 Annual General Meeting and ending on the date of the 2022 Annual General Meeting.
7. Re-electionof the auditors
   The Board of Directors proposes to re-elect PricewaterhouseCoopers Ltd, with office in Zurich, as auditors for the business year of 2021.

General Remarks

The Annual Report 2020 including the Auditor's Report and the motions of the Board of Directors are available for inspection by Shareholders at Spice's registered office (Industriestrasse 13c, 6302 Zug) as of 6 May 2021. Copies may be ordered at [phone] or via info@spice- private-equity.com. The 2020 Annual Report has been sent to Shareholders registered in the

share register and may be downloaded from www.spice- privateequity.com/mediaroom/downloadcenter.

COVID-19 Measures / Exercise of voting rights

Due to the exceptional circumstances caused by the coronavirus in connection with the COVID- 19 pandemic, Spice's Annual General Meeting 2021 cannot take place in the usual format. The Board of Directors of Spice has therefore decided to conduct this year's Annual General Meeting in accordance with the requirements of the Ordinance on Measures during the Special Situation to combat the COVID-19 Epidemic (COVID-19 Ordinance Special Situation) implemented by the Federal Council.

Accordingly, it is not possible for shareholders to attend the General Meeting in person. Shareholders may only exercise their voting rights by authorising the independent proxy. Please see the following Representation information for this purpose.

Representation

Shareholders may, by using the enclosed registration card, appoint the independent proxy, Stefan Koller, attorney, domiciled at Gotthardstrasse 3, 6300 Zug. Specific instructions may be given by using the form on the back of the registration card.

Shareholders wishing to give instructions to the independent proxy electronically are asked to refer to the attached form containing the login data as well as a short manual for registration. Shareholders who have already registered with eComm can instruct the independent proxy once they have added SPICE PRIVATE EQUITY LTD to their account. Shareholders are kindly requested to return the registration card as soon as possible to Computershare Schweiz AG using the enclosed envelope.

Zug, 6 May 2021

The Board of Directors