NOTICE OF MEETING

MEMBERS OF NORTH BAY FOOD INDUSTRY GROUP, INC., A CALIFORNIA NON- PROFIT MUTUAL BENEFIT CORPORATION, DBA NATURALLY NORTH BAY (THE "CORPORATION"), CALLED TO CONSIDER A MERGER WITH NATURALLY BAY AREA, A CALIFORNIA NON-PROFIT MUTUAL BENEFIT CORPORATION

December 11, 2024, 2:30 p.m., VIA ZOOM (Zoom link)​

NOTICE IS HEREBY GIVEN that the Board of Directors of the Corporation has called a meeting of the Members of the Corporation, for 2:30 p.m. on December 11, 2024, via Zoom, to vote on the Board's recommendation to merge the Corporation into Naturally Bay Area, a California non-profit mutual benefit corporation. The merged corporation will be named, following merger, "Naturally NorCal, a California non-profit mutual benefit corporation."

The proposed merger is described in the attached Resolutions of the Board of the Corporation adopted as of September 9, 2024. The Board recommends to the Members an affirmative vote in favor of merger. The proposed merger would become effective as of January 1, 2025, or as soon thereafter as the boards of directors of each merging corporation, determine that all required legal requirements have been met. If an affirmative vote of Members of the Corporation is received, the Board and the officers of the Corporation, shall enter into and file all required documentation.

The Agenda for the Meeting of Members shall be as follows:

1. Introductory remarks by Will Seppi, Chair of the Board of the Corporation

2. Response to any questions or comments by Members

3. Vote by Members (see below)

Legal and financial information concerning the merging corporations and the expected resulting corporation, will be made available to Members upon request. This would include, but not be limited to, revised Articles of Incorporation and revised By-laws for the merged corporation. Among other changes, it is important to note that the merged corporation will have most powers vested in its board of directors. Directors will no longer be elected by the vote of members. Rather, directors for the merged corporation will be elected by the board of directors of the merged corporation. (Please note that, for their initial terms, all current directors of the two merging corporations who wish to continue as directors for the merged corporation, shall continue.)

The Board encourages all Members to attend this Meeting via Zoom. Directions are attached. If you are unable to attend, the Board requests that you grant the Secretary of the Corporation, John Mackie, your proxy to vote in favor of the merger. The Board believes it is important for the required number of Members (a majority) to be able take this action as of the Meeting. Therefore, the Board is requesting that each Member submit to Jill McLewis (jill@naturallynorthbay.org) a completed ballot prior to the Meeting. If you are not able to attend, please indicate on the ballot that it should serve as a proxy given to John Mackie. Even if a Member indicates that the ballot is being given as a proxy for John Mackie, Members are nevertheless encouraged to attend the Meeting.