THG PLC — Capital/Financing Update 2024

Dec 27, 2024

THG PLC

(the "Company")

At the general meeting of the Company held at the offices of Clifford Chance LLP, 10 Upper Bank Street, London E14 5JJ on 27 December 2024, the following resolution was duly passed as a special resolution:

SPECIAL RESOLUTION

1. THAT:

• (a) conditional upon elections having been made by such number of Shareholders as will enable 100 per cent. of the Ingenuity Shares held by the Company to be distributed to the holders of the B Shares, Ordinary Shares in respect of which valid elections have been made by Electing Shareholders shall be redesignated as B Shares (the "B Share Redesignation") and the B Share Redesignation be effected, with the B Shares having attached to them the following rights and restrictions:
  • (i) the holder(s) of the B Shares shall have the right to receive the Ingenuity Distribution on such date as may be determined by the Board in its absolute discretion;
  • (ii) the holder(s) of the B Shares shall have no right to receive notice of or to attend or vote at any general meeting of the Company and the B Shares shall be nontransferrable:
  • (iii) the holder(s) of the B Shares shall on a return of capital in a liquidation, but not otherwise, be entitled to receive the nominal amount of each such B Share but only after the holder of each Ordinary Share shall have received the amount paid up or credited as paid up on such a share and the holder(s) of the B Shares shall not be entitled to any further participation in the assets or profits of the Company;
  • (iv) a reduction by the Company of the capital paid up or credited as paid up on the B Shares and the cancellation of such B Shares will be treated as being in accordance with the rights attaching to the B Shares and will not involve a variation of such rights for any purpose; and
  • (v) the Company shall have irrevocable authority at any time after the payment of the Ingenuity Distribution to redesignate the B Shares as Deferred 1 Shares, which shall have the rights and restrictions attaching to such Deferred 1 Shares as are set out in the articles of association of the Company, including the right for the Company to purchase or cancel such Deferred 1 Shares,

and the B Share Redesignation shall take effect notwithstanding the provisions of the Company's articles of association.

(b) elections having been made by such number of Shareholders as will enable 100 per cent. of the Ingenuity Shares held by the Company to be distributed to the holders of the B Shares and the relevant Ordinary Shares having been redesignated as B Shares as proposed in Resolution 1(a) above, the Company make a distribution in specie of one Ingenuity Share for each B Share held by a holder of B Shares, representing an aggregate amount of up to approximately £87.8 million.

For and on behalf of the Company James Pochin Company Secretary