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AGM 2025

May 28, 2025

Operator

Good day and welcome to the annual meeting for BRC Incorporated. Our host for today's call is Chris Mondzelewski, President and Chief Executive Officer. Now I'll turn the call over to your host. Mr. Mondzelewski, you may begin.

Chris Mondzelewski
President and CEO, BRC Inc

Good morning and welcome to the 2025 annual meeting of stockholders of BRC Inc. I am Chris Mondzelewski, President and Chief Executive Officer of BRC Inc. and member of the Board of Directors. It is my pleasure to welcome you all. It is 11:00 A.M. Eastern Time on May 28, 2025, and in accordance with the notice of the meeting, I call the meeting to order. There are two items of business on today's agenda. First, the election of our Class III directors: Evan Hafer, Steven Taslitz, and Glenn Welling. Second, the ratification of the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for 2025. I will act as chair of the meeting.

Now, I would like to introduce the other members of the board joining us today: Kathryn Dickson, our Lead Independent Director, Steven Taslitz, Glenn Welling, Clay Hutmacher, Chip Molloy, Steve Kadenacy, and Sean Moriarty. We are also joined today by a representative of Ernst & Young who will be available to respond to questions during the meeting. Andrew McCormick, our General Counsel and Corporate Secretary, will act as secretary of the meeting. I will turn the meeting over to Andrew for certain procedural matters now.

Andrew McCormick
General Counsel and Corporate Secretary, BRC Inc

Good morning. Rules and procedures relating to the meeting have been posted on the virtual meeting platform. Any stockholder or stockholder representative who desires to comment on a proposal or ask a question may do so by submitting a comment or question using the designated field on the virtual meeting platform. We will address all appropriate questions and comments at the indicated time. If anyone experiences technical issues related to participation in the meeting, please call the phone number listed on the portal site. The Board of Directors set March 31, 2025, as the record date for determining stockholders entitled to vote at this meeting. This meeting is held pursuant to the proxy materials mailed on or about April 15, 2025, to each stockholder of record on March 31, 2025, as well as the notice and proxy statement, which were made available at the time of mailing.

The proof of mailing of the notice of this meeting will be filed with the minutes of the meeting. Christine Amirian has been elected to act as inspector of election for the meeting. Ms. Amirian is present and has taken an oath of office, which will be filed with the minutes of the meeting. Ms. Amirian has advised me that a preliminary count indicates that the majority of the voting power of the shares of Class A and Class B common stock issued and outstanding and entitled to vote at this meeting as of the record date are present virtually at this meeting, either in person or by proxy, and therefore, I declare a quorum is present for the purposes of conducting the business of the meeting. I will now hand the meeting back to Maz.

Chris Mondzelewski
President and CEO, BRC Inc

We will now transact the business for which this meeting has been called. I will present the two proposals to be voted on, and we will give stockholders an opportunity to ask questions or comment on the proposals after they have both been presented. The first proposal is the election of our Class 3 directors, Evan Hafer, Steven Taslitz, and Glenn Welling, to a term ending at the 2028 annual meeting of stockholders or until their respective successors have been duly elected and qualified. The company has an advance notice provision in its bylaws, and given that we have not received any other nominations, I hereby declare the nominations for election of directors of the company to be closed.

The nominees will be elected as director by an affirmative vote of a majority of the votes cast by the holders of the Class A and Class B common stock, voting as a single class on the proposal. The second proposal is ratification of the appointment of Ernst & Young as the company's independent registered public accounting firm for the year ending December 31, 2025. The affirmative vote of a majority of the votes cast on the proposal is required to ratify this appointment. Because no further business is scheduled to come before the meeting, the polls are now open. Stockholders who have not yet voted or wish to change their vote may do so by clicking on the vote button on the virtual platform and casting your vote there.

Stockholders who have previously voted and do not want to change their vote do not need to take any further action. While stockholders are voting, this meeting is open for questions or discussion relating to the proposals being presented. If any stockholder would like to ask a question or make a comment regarding either proposal, please submit the question or comment using the Q&A button on the virtual platform.

Andrew McCormick
General Counsel and Corporate Secretary, BRC Inc

Maz, we've received a small number of questions. However, they're not technically germane to the proposals at hand, so there's no need to respond to them in this forum. I did want to note out loud, Mr. Boyer, I see your question. I will send you an email. I appreciate your question. I have your email address. So thank you. Thank you for your question. The remaining questions are not germane to the two proposals in front of us, but we appreciate our shareholders and their interest in the ongoing business. No other questions or comments have been received. We'll pause for final voting. Now that everyone has had the opportunity to vote, the polls for the 2025 annual meeting are officially closed. With that, I will once again turn the meeting over to Chris.

Chris Mondzelewski
President and CEO, BRC Inc

Thank you, Andrew. The preliminary vote report from the inspector of elections shows that the nominees for election to the board have been duly elected and that the appointment of Ernst & Young as our independent registered public accounting firm for the year ending December 31, 2025, has been ratified. The inspector of elections' final report on the results of the voting will be filed with the minutes of the meeting, and we will report the final vote results in a Form 8-K to be filed within four business days. There being no further business to come before the meeting, the 2025 annual meeting of stockholders of BRC Inc. is now adjourned. Thank you all for attending today's meeting and for your continuous support of the Black Rifle Coffee Company.

Operator

That concludes today's meeting. Thank you for joining. You may now disconnect.

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