THIS DOCUMENT AND THE ACCOMPANYING FORM OF PROXY AND FORM OF ELECTION ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or about what action to take, you should immediately seek your own professional advice from your stockbroker, solicitor, accountant, bank manager or other appropriately qualified independent financial adviser who is authorised under the Financial Services and Markets Act 2000 (as amended from time to time) ("FSMA"), if you are in the United Kingdom, or from another appropriately authorised independent financial adviser, if you are in a territory outside the United Kingdom.

If you sell or transfer or have sold or transferred all of your Ordinary Shares, please send this document (but not the accompanying personalised Form of Proxy or Form of Election) to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee.

_____________________________________________________________________________________

The B Shares have not been marketed and are not available to the public, in whole or in part.

THG PLC

(Incorporated and registered in England and Wales with company number 06539496)

Proposed Demerger of IngenuityCo

and

Notice of General Meeting

_____________________________________________________________________________________

A notice convening the General Meeting to be held at 12 noon on 27 December 2024 at the offices of Clifford Chance LLP, 10 Upper Bank Street, London E14 5JJ is set out in Part VI of this document. You should read the whole of this document.

Your attention is drawn to the letter from the Chair which is set out in Part I of this document and which includes a recommendation that you vote in favour of the Resolution to be proposed at the General Meeting. A Form of Proxy for use at the General Meeting and a Form of Election in respect of the Demerger are enclosed with this document and instructions for the completion and return of those documents are set out in the Form of Proxy and the Form of Election, respectively.

Please read the information concerning attendance at the General Meeting set out in the letter from the Chair in paragraph 11 (General Meeting and Resolution) of Part I of this document. A summary of the action to be taken by Shareholders is set out on pages 10 to 15 of this document and in the accompanying Notice of General Meeting set out in Part VI of this document.

Important notices

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the Financial Conduct Authority ("FCA") and the PRA, Jefferies International Limited ("Jefferies") and Peel Hunt LLP ("Peel Hunt"), each of which is authorised and regulated by the FCA, are acting exclusively for the Company and no one else in connection with the Demerger and will not be responsible to anyone other than the Company for providing the protections afforded to the respective clients of Barclays, Jefferies and Peel Hunt, or for providing advice in connection with the Demerger, the contents of this document or any transaction, arrangement or other matter referred to in this document.

Apart from the responsibilities, if any, which may be imposed on any of Barclays, Jefferies or Peel Hunt by FSMA or the regulatory regime established thereunder to the extent the exclusion of responsibility under the relevant regulatory regime would be illegal, void or unenforceable, none of Barclays, Jefferies or Peel Hunt nor any of their respective subsidiaries, holding companies, branches or affiliates nor any of their respective directors, officers, employees, agents or advisers, owes or accepts any duty, responsibility or liability whatsoever (whether direct or indirect and whether arising in contract, in tort, under statute or otherwise) to any person in relation to this document or for any acts or omissions of the Company and no representation or warranty, express or implied, is made by any of them as to the contents of this document, including its accuracy, completeness, verification or sufficiency, or for any other statement made or purported to be made by the Company, or on its behalf, or by any of Barclays, Jefferies or Peel Hunt, or on their behalf, in connection with the Demerger, IngenuityCo or the Ingenuity Shares, and nothing in this document should be relied upon as a promise or representation in this respect, whether or not to the past or future. To the fullest extent permitted by law, each of Barclays, Jefferies or Peel Hunt and their respective subsidiaries, holding companies, branches and affiliates and their respective directors, officers, employees, agents and advisers accordingly disclaim all and any responsibility or liability whatsoever (whether direct or indirect and whether arising in contract, in tort, under statute or otherwise (save as referred to above)), which they might otherwise have in respect of this document or any such statement or otherwise.

Forward-looking statements

Certain statements made in this document are forward-looking statements and by their nature, all such forward-looking statements involve risk and uncertainty. Forward-looking statements include all matters that are not historical facts and often use words such as "expects", "may", "will", "could", "should", "intends", "plans", "predicts", "envisages" or "anticipates" or other words of similar meaning.

These forward-looking statements are based on current beliefs and expectations based on information that is known to the Company at the date of this document. Actual results of the THG Group may differ from those expressed or implied in the forward-looking statements as a result of any number of known and unknown risks, uncertainties and other factors, many of which are difficult to predict and are generally beyond the control of the Company and the THG Group (as applicable). Persons receiving this documentshould not place undue reliance on any forward-looking statements. Unless otherwise required by applicable law or regulation, the Company and its advisers disclaim any obligation or undertaking to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Publication on website and availability of hard copies

A copy of this document is and will be available for inspection on the Company's website at https://www.thg.com/investor-relations/ingenuity-demerger from the time that this document is published. For the avoidance of doubt, the contents of the website referred to in this document are not incorporated into and do not form part of this document.

If and to the extent that any document or information incorporated by reference or attached to this document itself incorporates any information by reference, either expressly or impliedly, such information will not form part of this document, except where such information or documents are stated within this document as specifically being incorporated by reference or where this document is specifically defined as including such information.

In particular, information on or accessible through the Company's website at https://www.thg.com or IngenuityCo's website at https://www.thgingenuity.com does not form part of and is not incorporated into this document.

If you have any queries in connection with this document, or the Demerger, or if you have received this document in electronic form and you want to request a hard copy of this document, you can contact the Company's Registrar, Equiniti Limited, at Aspect House, Spencer Road, Lancing, BN99 6DA, or between 8.30 a.m. and 5.30 p.m. (London time), Monday to Friday (excluding public holidays in England and Wales), on +44 (0) 371 384 2050 (calls from outside the UK will be charged at the applicable international rate and different charges may apply to calls from mobile telephones), with your full name and the full address to which the hard copy may be sent (calls may be recorded and monitored for training and security purposes) if relevant. The helpline operators cannot provide advice on the merits of the Demerger nor give any financial, legal or tax advice.

Rounding

Certain figures included in this document have been subject to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

This document is dated 28 November 2024.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS2
PART I LETTER FROM THE CHAIR OF THG PLC3
PART II INFORMATION ON INGENUITYCO20
PART III INFORMATION ON REMAINCO 26
PART IV PRO FORMA BALANCE SHEET 30
PART V SUMMARY OF INGENUITY SHAREHOLDERS' AGREEMENT 33
PART VI NOTICE OF GENERAL MEETING36
PART VII DEFINITIONS41

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Publication of this document	28 November 2024
Ex date for receipt of B Shares	18 December 2024
Election Return Time (being the latest time for return of Forms of	1 p.m. on 19 December 2024
Election/settlement of TTE Instructions from CREST holders in respect of
the B Shares)
Record date for receipt of B Shares	6 p.m. on 19 December 2024
Latest time and date for receipt of Forms of Proxy	12 noon on 23 December 2024
Voting Record Time	6.30 p.m. on 23 December 2024
General Meeting	12 noon on 27 December 2024
Announcement of the results of the General Meeting and the results of	27 December 2024
elections for B Shares
Electing Ordinary Shares redesignated as B Shares	30 December 2024
CREST accounts credited with unsuccessfully elected Ordinary Shares	30 December 2024
Payment Date of Ingenuity Distribution	2 January 2025
CREST accounts of relevant Electing Shareholders credited with Ingenuity Shares	2 January 2025
B Shares convert into Deferred 1 Shares	2 January 2025
Return of share certificates or balance share certificates in respect of unsuccessfully elected Ordinary Shares	By 16 January 2025
Despatch of share certificates in respect of Ingenuity Shares	By 16 January 2025
Deferred 1 Shares repurchased by the Company and cancelled	No earlier than 2 January 2026

Notes:

(1) Each of the times and dates set out above is based on current expectations and is subject to change. If any of the above times and/or dates are changed, the revised times and/or dates will be notified to Shareholders by announcement through a regulatory information service.
(2) All above references to times are to London times.

PART I LETTER FROM THE CHAIR OF THG PLC

(Registered in England and Wales with company number 06539496)

Icon 1 7-9 Sunbank Lane Ringway Altrincham United Kingdom WA15 0AF

28 November 2024

Directors

Charles Allen, Lord Allen of Kensington, CBE (Chair) Matthew Moulding (Chief Executive Officer) John Gallemore (Chief Operating Officer) Damian Sanders (Chief Financial Officer) Sue Farr (Senior Independent Director) Edward Koopman (Non-Executive Director) Gillian Kent (Independent Non-Executive Director) Helen Jones (Independent Non-Executive Director) Dean Moore (Independent Non-Executive Director)

Dear Shareholder,

Proposed Demerger of Ingenuity

and

Notice of General Meeting

1. Introduction

On 17 September 2024, THG announced that it was progressing options for the demerger of its Ingenuity business from THG into an independent private company, with the remaining THG group principally consisting of THG's category-leading THG Beauty and THG Nutrition businesses. On 10 October 2024, the Company also announced a placing, subscription and retail offer (the "Fundraise"), which raised gross proceeds of approximately £95.4 million. The net proceeds of the Fundraise, alongside a £55 million debt facility, is expected to provide IngenuityCo with sufficient funding through to cash flow breakeven. The Demerger simplifies THG's business model, as a free cash flow generative global consumer Beauty and Nutrition group, with an improved balance sheet, capital expenditure and cash flow profile.

I am writing in connection with the Demerger and the proposals recommended by the Board:

• to create a new class of B Shares by way of the redesignation of and variation of the rights and restrictions attaching to certain existing Ordinary Shares in respect of which Shareholders have made valid elections (the "B Share Redesignation"). The B Shares will give the holder of such shares a preferential right to receive a distribution in specie of Ingenuity Shares (the "Ingenuity Distribution") so as to effect the Demerger. Each Shareholder is therefore being given the option (i) to elect to receive their Guaranteed Entitlement and therefore to continue to be invested in IngenuityCo and RemainCo in the same proportions represented by their existing holding of Ordinary Shares, (ii) to elect to receive more or less than their Guaranteed Entitlement of Ingenuity Shares (in exchange for a commensurate reduction or increase, as applicable, in their proportional holding of Ordinary Shares and noting that no Shareholder will be entitled to elect for more than the total number of Ingenuity Shares which will be available to be distributed), or (iii) not to receive any Ingenuity Shares(in which case such a Shareholder will obtain a commensurate proportional increase in their holding of Ordinary Shares); and

• following payment of the Ingenuity Distribution, the Company intends for the new B Shares to be redesignated as Deferred 1 Shares and subsequently bought back by the Company and cancelled. Following the B Share Redesignation, the total number of Ordinary Shares in issue will be fewer than immediately prior to the B Share Redesignation, resulting in each Ordinary Share experiencing a proportionate increase in its percentage interest in RemainCo and also eliminating in excess of all of the dilution occasioned by the Fundraise.

This document also provides details of a General Meeting that will be held at 12 noon on 27 December 2024 at the offices of Clifford Chance LLP, 10 Upper Bank Street, London E14 5JJ to consider the Resolution that will be put to Shareholders to approve the B Share Redesignation and the Ingenuity Distribution.

This document is being sent to you to (i) explain the background to, and reasons for, the Demerger and why the Board considers that it is in the best interests of the Company and its Shareholders that you vote in favour of the Resolution, (ii) give notice of the General Meeting, formal notice of which is set out in Part VI of this document, and (iii) explain the actions you should now take.

The contents of this document are important and I would urge you to read it carefully and to sign and return the enclosed Form of Proxy (and, if applicable, to sign and return the Form of Election or make an election in CREST) in accordance with the instructions given thereon and in paragraph 12 (Action to be taken) below as soon as possible.

2. Background to and reasons for the Demerger

2.1 RemainCo and IngenuityCo

THG has three leading businesses; THG Beauty and THG Nutrition are both leading global consumer facing businesses with attractive growth profiles and strong cash flow generation, while IngenuityCo is a high-growth ecommerce services business with leading digital marketing, technology and fulfilment capabilities.

The Board believes that there is a significant opportunity to create value for Shareholders by demerging IngenuityCo into a separate private company which can focus on scaling brands digitally, navigating the complexities of acquiring new audiences, driving traffic, facilitating frictionless ecommerce and distributing products to consumers.

Following the Ingenuity Distribution, IngenuityCo will operate as a separate, standalone entity without recourse to RemainCo. IngenuityCo would be expected to remain a private company with no public listing or other trading facility for the Ingenuity Shares. However, to facilitate future shareholder transactions in Ingenuity Shares, the board of IngenuityCo has confirmed it will appoint Infinitx Limited, trading as JP Jenkins ("JP Jenkins") to provide a matched bargain facility. Further information on the matched bargain facility is included at paragraph 8 (Matched Bargain Facility) of this document.

Following the Ingenuity Distribution, RemainCo would become a more focused global consumer group, with an attractive growth profile and strong cash generation. RemainCo would be comprised of two leading businesses:

• THG Beauty: A leading digital strategic player within the prestige beauty industry globally, combining its portfolio of owned brands across skincare, haircare and cosmetics with the provision of a global route to market for over 1,300 third party beauty brands sold through its online retail sites, including Lookfantastic, Cult Beauty and Dermstore, complemented by product innovation and manufacturing capabilities that are expected to drive long term growth and margin expansion.

• THG Nutrition: A digital-first brand group and manufacturer that includes the world's largest online sports nutrition brand Myprotein. THG Nutrition is primarily an online D2C retailer of sports nutrition supplements, vitamins, bars and snacks, drinks and activewear, with an evolving multi-channel revenue model (including licensing).

It is expected that RemainCo would be capable of optimising returns to its Shareholders instead of reinvesting profits and cash flow into IngenuityCo's technology capital expenditure requirements. A significant proportion of THG's lease liabilities (£298 million) would transfer with IngenuityCo on completion of the Demerger, thereby reducing RemainCo's gross debt following the Demerger. Consequently, the Demerger will accelerate the deleveraging of RemainCo, which THG expects to be viewed positively by credit rating agencies. THG's existing debt facilities, namely the €600 million term loan B, the £109 million term loan A and the undrawn £170 million revolving credit facility are expected to stay with RemainCo. 1

2.2 Governance

RemainCo

THG's executive team and members of the Board will continue in their roles in respect of RemainCo, with the exception of John Gallemore who will resign from the board of RemainCo on completion of the Demerger. Separately, THG's well-established Related Party Committee chaired by Sue Farr, Senior Independent Director of THG, will following the Demerger, be responsible for overseeing transactions between RemainCo and IngenuityCo. Arm's length contracts between IngenuityCo and each of THG Beauty and THG Nutrition have been in place since 2022 and will continue to operate in the same manner as they do today.

IngenuityCo

IngenuityCo's existing executive team, including its Chair and Chief Executive Officer, will remain with IngenuityCo following the Demerger, and John Gallemore will be appointed as Executive President of IngenuityCo. It is expected that IngenuityCo will establish a Related Party Committee to be chaired by an independent non-executive director of IngenuityCo. None of the nonexecutive directors of RemainCo will be appointed to the Ingenuity Board.

Further information in respect of the post-Demerger governance arrangements of IngenuityCo is set out in paragraph 3.1 (Board composition and management) of Part II of this document.

2.3 Transitional services

IngenuityCo and RemainCo will enter into a transitional services agreement with effect from completion of the Demerger for a period of up to two years. Services to be procured by IngenuityCo under the transitional services agreement include certain back-office services such as finance, HR, legal and sustainability.

2.4 Demerger Agreement

It is anticipated that IngenuityCo and RemainCo will enter into a demerger agreement with effect from completion of the Demerger, to govern aspects of the relationship between IngenuityCo and RemainCo following completion of the Demerger (the "Demerger Agreement").

The Demerger Agreement is expected to contain provisions in respect of: the allocation of liability between RemainCo and IngenuityCo in respect of certain taxation matters; the transfer of any assets held or received by either RemainCo or IngenuityCo but which relate to the business of the other party; insurance, whereby each party shall provide reasonable assistance to the other in

¹ Reducing to £150 million as at 10 December 2024.

respect of any insurance claims which relate to the period prior to completion of the Demerger; and a completion accounts mechanism to ensure delivery of a normalised working capital position.

2.5 Demerger

The Demerger is anticipated to be effected by way of the B Share Redesignation and Ingenuity Distribution which, if approved, would create a new class of B Shares that would give B Shareholders a preferential right to receive a distribution in specie of Ingenuity Shares. Shareholders may elect to redesignate a proportion of their Ordinary Shares as B Shares by completing the accompanying Form of Election or making a TTE Instruction in CREST (as applicable). The B Shares will be unlisted, non-voting shares in the Company carrying only the right to receive the Ingenuity Distribution.

The Board recognises that not all Shareholders may wish to receive a distribution of an interest in a private, unlisted company. Each Shareholder would therefore have the option:

to elect to receive their pro rata distribution of Ingenuity Shares, being such number of Ingenuity Shares as is equal to the number of Ordinary Shares represented by approximately 13.4 per cent. of a Shareholder's total holding of Ordinary Shares (the "Guaranteed Entitlement"), in which case such Shareholders would then hold an equivalent proportion of shares in RemainCo and Ingenuity Shares;
not to receive any of their Guaranteed Entitlement of Ingenuity Shares in which case each such Shareholder would see a commensurate increase in their respective percentage holdings of Ordinary Shares. The proportion by which such Shareholders' interest in RemainCo would increase would be equal to the proportion of the Valuation represented by such Shareholder's Guaranteed Entitlement;
to elect to receive more than their Guaranteed Entitlement of Ingenuity Shares, provided that other Shareholders have made equal and opposite elections in respect of the excess above such electing Shareholders' Guaranteed Entitlements of Ingenuity Shares in respect of which such Shareholders have made an election, and noting that no Shareholder will be entitled to elect for more than the total number of Ingenuity Shares which will be available to be distributed. In the event that a Shareholder receives more than their Guaranteed Entitlement of Ingenuity Shares, such Shareholder would experience a proportionate reduction in their percentage holding of Ordinary Shares; or
to elect to receive less than their Guaranteed Entitlement of Ingenuity Shares. In the event that a Shareholder receives less than its Guaranteed Entitlement of Ingenuity Shares, such Shareholder would experience a proportionate increase in its percentage interest in RemainCo's ordinary share capital.

If the application of 13.4 per cent. to a Shareholder's total holding of Ordinary Shares produces a fraction of an Ordinary Share, then the Guaranteed Entitlement for such holding shall be rounded down to the nearest whole number of Ordinary Shares (or to nil as the case may be). In order to facilitate the satisfaction of over elections by minority Shareholders, the Company shall retain discretion to make adjustments to any pro rata scale back of over elections made by Shareholders.

Holders of B Shares will then receive a distribution in specie of Ingenuity Shares at a ratio of one Ingenuity Share for each B Share held (the "Demerger Ratio") the details of which have been outlined in paragraph 2.6 (Valuation and Guaranteed Entitlement) below. Based on the level of irrevocable undertakings to elect to participate in the B Share Redesignation and the Ingenuity Distribution that have been received by the Company (as further described in paragraph 4 (Irrevocable Undertakings) below), the Company is satisfied that valid elections will be received from 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 therefore that the Ingenuity Distribution is anticipated to proceed subject only to the passing of the Resolution.

Further information on how to elect to receive the Ingenuity Distribution is set out in paragraph 5 (Procedure to elect for the Demerger). If you do not wish to receive the Ingenuity Distribution, then you should not make an election.

Following the Ingenuity Distribution, the Company intends for the new class B Shares to be redesignated as Deferred 1 Shares. The Deferred 1 Shares would subsequently be repurchased by the Company and then cancelled in accordance with the provisions of the Company's Articles at a date which is anticipated to be no earlier than 12 months from the date of the Ingenuity Distribution. Following the B Share Redesignation, the total number of Ordinary Shares in issue will be fewer than immediately prior to the B Share Redesignation, resulting in each Ordinary Share experiencing a proportionate increase in its percentage interest in RemainCo and also eliminating in excess of all of the dilution occasioned by the Fundraise.

2.6 Valuation and Guaranteed Entitlement

In the announcement of the Fundraise on 10 October 2024, the Board announced that it had approved an equity valuation for IngenuityCo of up to £100 million, subject to the adjustment mechanism described in that announcement. In accordance with that adjustment mechanism, the Board has approved an equity valuation for IngenuityCo of £87.8 million (the "Valuation"), which reflects the market capitalisation of the Company in the period between 10 October 2024 and the Latest Practicable Date. As the market capitalisation of the Company as at the Latest Practicable Date is less than the market capitalisation of the Company as at 11 October 2024, being the date on which the Fundraise was completed, and calculated by reference to the number of Ordinary Shares in issue following the Fundraise multiplied by the placing price of £0.49 (the "Post Placing Market Cap"), the Valuation has been reduced from £100 million (as announced on 10 October 2024) proportionately to the percentage by which the Post Placing Market Cap has reduced.

The Guaranteed Entitlement for the Ingenuity Distribution has been derived from the division of the market capitalisation of the Company as at close of business on the Latest Practicable Date by the Valuation. The aggregate number of Ordinary Shares represented by the Guaranteed Entitlement, and therefore the maximum number of Ordinary Shares in respect of which elections may be made by Shareholders, is 204,081,632 Ordinary Shares.

Based on the Guaranteed Entitlement and the Demerger Ratio, and by way of example:

if a Shareholder holds 1,000,000 Ordinary Shares at the record date for the receipt of B Shares, and the Shareholder has elected to receive their Guaranteed Entitlement of the Ingenuity Distribution, that Shareholder would be entitled to receive 133,756 B Shares and, as a result of the Ingenuity Distribution, 133,756 Ingenuity Shares. Following completion of the Demerger, the Shareholder would also hold 866,244 Ordinary Shares;
if that same Shareholder makes no election in respect of the B Share Redesignation and the Ingenuity Distribution, following completion of the Demerger, that Shareholder would hold nil Ingenuity Shares and would continue to hold 1,000,000 Ordinary Shares;
if that same Shareholder elects to receive the Ingenuity Distribution in respect of 10 per cent. of their holding of Ordinary Shares (i.e. less than their Guaranteed Entitlement of the Ingenuity Distribution), that Shareholder would be entitled to receive 100,000 B Shares and, as a result of the Ingenuity Distribution, 100,000 Ingenuity Shares. Following

completion of the Demerger, the Shareholder would also hold 900,000 Ordinary Shares; and

• if that same Shareholder elects to receive the Ingenuity Distribution in respect of 20 per cent. of their holding of Ordinary Shares (i.e. more than their Guaranteed Entitlement of the Ingenuity Distribution), and assuming that other Shareholders have made equal and opposite elections in respect of the excess above the Shareholder's Guaranteed Entitlement in respect of which the Shareholder has made an election, that Shareholder would be entitled to receive 200,000 B Shares and, as a result of the Ingenuity Distribution, 200,000 Ingenuity Shares, subject to adjustment to reflect any pro rata scale back of over elections made by Shareholders. Following completion of the Demerger, the Shareholder would also hold 800,000 Ordinary Shares, subject to adjustment to reflect any pro rata scale back of over elections made by Shareholders.

3. Recommendation

The Directors consider that the proposed Demerger is in the best interests of Shareholders and the Company as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolution, as all of the Directors who hold Ordinary Shares intend to do in respect of their own beneficial holdings representing, in aggregate, approximately 14.7 per cent. of the Company's issued ordinary share capital as at close of business on the Latest Practicable Date.

In respect of the B Share Redesignation and the Ingenuity Distribution, the Board considers that the terms of the B Share Redesignation and the Ingenuity Distribution are fair and reasonable, however the Board is not making any recommendation to Shareholders as to whether or not they should make an election to participate in the B Share Redesignation and the Ingenuity Distribution. This is because of the significant and variable impact of the risks (and advantages) of electing for the B Share Redesignation and the Ingenuity Distribution for individual Shareholders.

Shareholders are recommended to seek their own financial advice from their stockbroker, bank manager, solicitor, accountant, or independent financial adviser duly authorised under FSMA if they are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser, as to whether or not they should make an election to participate in the B Share Redesignation and the Ingenuity Distribution and consider carefully the disadvantages and advantages of electing for the B Share Redesignation and the Ingenuity Distribution (including, but not limited to, the risksset out below) in the light of their own financial circumstances and investment objectives.

3.1 Risks of electing for the B Share Redesignation and Ingenuity Distribution

The B Share Redesignation and Ingenuity Distribution would enable investors to invest directly in IngenuityCo, providing continued economic exposure to IngenuityCo under private ownership, however, potential risks would, amongst others, include that:

the Ingenuity Shares will be unlisted and will not be admitted to trading on any stock exchange and will, therefore, be illiquid. Although the Ingenuity Board has confirmed it will put in place a matched bargain facility to facilitate future shareholder transactions, there can be no certainty that matched sales and purchases can be realised, and the facility could be withdrawn at any time and such transactions are subject to the restrictions on transfer set out in the Ingenuity Shareholders' Agreement. As a result, any assessment of the value of the Ingenuity Shares should take into account an individual shareholder's assessment of an appropriate liquidity discount;
the Ingenuity Shares will be of uncertain value and there can be no assurance that they will be capable of being sold in the future or the value of any such future sale;
the Ingenuity Shares may only be transferable in very limited circumstances, and depending on the terms of the Ingenuity Shareholders' Agreement and the matched bargain facility;
holders of Ingenuity Shares will have limited control over the timing and value at which they may be able to realise their investment in IngenuityCo and are likely to be minority investors in IngenuityCo;
the Ordinary Shares which would be exchanged for B Shares are expected on completion of the Demerger, to be listed on the segment of the Official List for equity shares of commercial companies. Shareholders are afforded certain standards and protections, including in respect of disclosure, as a result. Shareholders who elect to exchange their Ordinary Shares for B Shares (being unlisted securities in a private company) will not be afforded standards and protections commensurate with those that they currently or will benefit from as shareholders in the Company;
Electing Shareholders will have no certainty as to the amount of Ingenuity Shares they will ultimately receive because: (a) the maximum number of B Shares available to Electing Shareholders will be limited to 204,081,632 Ordinary Shares (representing 13.4 per cent. of the Company's issued share capital as at the Latest Practicable Date); (b) to the extent that individual elections for B Shares cannot be satisfied in full, the number of Ordinary Shares to be redesignated as B Shares will be reduced on a pro rata basis; and (c) the availability of the B Share Redesignation is conditional upon valid elections being 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 (although based on the level of irrevocable undertakings to participate in the B Share Redesignation and the Ingenuity Distribution that have been received by the Company, this is anticipated to proceed); and
there can be no certainty as to the performance of IngenuityCo as a standalone business. Following the Demerger, IngenuityCo will no longer form part of the THG Group and as a standalone company would be smaller and less diversified than it is as a business unit of the THG Group.

4. Irrevocable Undertakings

Each of the Directors (and certain of their family members) who beneficially hold Ordinary Shares have provided irrevocable undertakings in favour of the Company to vote in favour (or procure the vote in favour) of the Resolution to be proposed at the General Meeting in their capacity as Shareholders, being Charles Allen, Matthew Moulding, John Gallemore, Damian Sanders, Sue Farr, Gillian Kent, Helen Jones and Dean Moore.

The Directors (and certain of their family members) who beneficially hold Ordinary Shares have irrevocably undertaken to vote in favour (or procure the vote in favour) of the Resolution in respect of 223,636,365 Ordinary Shares in total, representing in aggregate approximately 14.7 per cent. of the ordinary share capital of the Company in issue as at the Latest Practicable Date.

In order to ensure that 100 per cent. of the Ingenuity Shares held by the Company will be distributed to Ordinary Shareholders who have elected to participate in the B Share Redesignation and Ingenuity Distribution, Matthew Moulding has undertaken to elect for (and in relation to his indirect holding of Ordinary Shares through his interest in FIC Shareco Limited, to procure the election of) more than his Guaranteed Entitlement of Ingenuity Shares. In the event that Matthew Moulding is, subject to the outcome of all Shareholder elections, allocated more than his Guaranteed Entitlement of Ingenuity Shares, he would experience a proportionate reduction in his holding of Ordinary Shares.

The irrevocable undertakings described in this paragraph 4 (Irrevocable Undertakings) cease to be binding in the event that the Demerger has not taken effect by 31 March 2025.

5. Procedure to elect for the Demerger

5.1 Shareholders who make an election

Shareholders wishing to make an election to participate in the Demerger by way of the B Share Redesignation and Ingenuity Distribution should complete and return the Form of Election or make an election through CREST. Shareholders will be entitled to elect to have a proportion of their Ordinary Shares redesignated as B Shares, each of which will carry the right to participate pro rata in the Ingenuity Distribution. If elections are validly received from Electing Shareholders in respect of a number of Ordinary Shares that would require the redesignation of such number of Ordinary Shares as exceeds 204,081,632 B Shares, such elections will be unable to be satisfied in full. In these circumstances the number of Ordinary Shares held by each Electing Shareholder to be redesignated as B Shares will be reduced pro rata to the number of Ordinary Shares in respect of which valid elections are made by each such Electing Shareholder. In order to facilitate the satisfaction of over elections by minority Shareholders, the Company shall retain discretion to make adjustments to any pro rata scale back of over elections made by Shareholders.

If only part of an election by an Electing Shareholder is successfully accepted in connection with the B Share Redesignation and Ingenuity Distribution, the relevant Electing Shareholder will be entitled to receive:

for Ordinary Shares held in certificated form, a certificate in respect of the Ordinary Shares not accepted in connection with the B Share Redesignation and Ingenuity Distribution, where the share certificate(s) submitted pursuant to the B Share Redesignation and Ingenuity Distribution relate(s) to more Ordinary Shares than those successfully elected for by such Electing Shareholder; or
for Ordinary Shares held in uncertificated form, the transfer by Equiniti of the scaled out Ordinary Shares to the original available balances, pursuant to a transfer from escrow instruction.

Fractional entitlements to B Shares will not be allotted or issued to any relevant Electing Shareholders but will be rounded down to the nearest whole number (or to nil as the case may be).

5.2 Shareholders who make no election

Shareholders will also be entitled to make no election, in which case they would retain all of their existing Ordinary Shares. These Shareholders will not forfeit any rights in respect of their Ordinary Shares, and following the B Share Redesignation, the total number of Ordinary Shares in issue will be fewer than immediately prior to the B Share Redesignation, resulting in each Ordinary Share experiencing a proportionate increase in its percentage interest in RemainCo and also eliminating in excess of all of the dilution occasioned by the Fundraise.

5.3 Ordinary Shares held in certificated form

To make an election, Shareholders who hold their Ordinary Shares in certificated form must complete and return the Form of Election enclosed with this document. Such Shareholders should complete and return the Form of Election in accordance with the instructions printed thereon, together with your share certificate(s) and other documents of title, and ensure it is received by the Registrar by 1 p.m. on 19 December 2024.

If you wish to retain all Ordinary Shares that you hold at the Election Return Time and you do not wish to make an election for the Ingenuity Distribution, do not return the Form of Election.

Overseas holders of Ordinary Shares should inform themselves about and observe any applicable legal or regulatory requirements. If you are in any doubt about your position, you should consult your professional adviser in the relevant territory.

If you have more than one designation in the Register of Members in respect of Ordinary Shares, and you wish to elect for the Ingenuity Distribution in relation to all such designations, you are required to complete a separate Form of Election for each designation of such Ordinary Shares. Any Shareholder who has validly elected for the Ingenuity Distribution may by written notice to the Registrar withdraw their election for the Ingenuity Distribution in relation to all such designations, provided that such notice is received by the Registrar by no later than the Election Return Time.

If you need further copies of the Form of Election, please call the Registrar on +44 (0) 371 384 2050 (calls from outside the UK will be charged at the applicable international rate and different charges may apply to calls from mobile telephones). For deaf and speech impaired Shareholders, calls may be made via Relay UK. Please see www.relayuk.bt.com for more information. Lines are open between 8.30 a.m. – 5.30 p.m. Monday to Friday excluding public holidays in England and Wales. Please note that calls to this number may be monitored or recorded. Please note that helpline operators cannot provide commercial, financial, tax or legal advice and calls may be recorded and monitored for security and training purposes.

Completing your Form of Election

The following instructions describe what Shareholders should do when completing a Form of Election. References to "Boxes" refer to the boxes indicated on the Form of Election.

Name(s) of Shareholder(s)

The Form of Election shows the name of the Shareholder, or names of joint Shareholders, and sets out in Box 1A the number of Ordinary Shares held as at 25 November 2024, for information purposes only. The number of Ordinary Shares comprising the relevant Shareholder's Guaranteed Entitlement can be calculated as the number of Ingenuity Shares as is equal to the number of Ordinary Shares (rounded down) which is represented by approximately 13.4 per cent. of the relevant Shareholder's total holding of Ordinary Shares. When the Form of Election is completed, the Shareholder, or all joint Shareholders, must sign the Form of Election (in Box 3, as applicable) and the signatures of Shareholders who are individuals signing in Box 3 need to be witnessed (the witness must be over 18 years of age and cannot be the Shareholder or one of the joint Shareholders, or otherwise have any financial interest in the relevant shares or in the proceeds resulting from the execution of the Form of Election, although one person could separately witness the signature of all joint Shareholders). If the Form of Election is executed under a power of attorney, such power of attorney should be lodged with the Form of Election.

Number of Ordinary Shares held

Box 1A shows the number of Ordinary Shares in the name(s) of Shareholder(s) at 25 November 2024 and is for information purposes only. If Shareholders purchase, sell or transfer any Ordinary Shares registered in their name(s), and if Shareholders intend to make an election in respect of their Guaranteed Entitlement, they should take care to ensure that their election is in respect of the number of Ordinary Shares that represents their relevant Guaranteed Entitlement corresponding to the number of Ordinary Shares that will be registered in their name(s) at the record date for receipt of B Shares.

How Shareholders may elect to partake in the B Share Redesignation and Ingenuity Distribution

• To elect to participate in the B Share Redesignation and Ingenuity Distribution in respect of their Guaranteed Entitlement of Ordinary Shares, Shareholders should include in Box 2 the number of Ordinary Shares comprising the relevant Shareholder's Guaranteed Entitlement, being the number of Ingenuity Shares as is equal to the number of Ordinary Shares (rounded down) which is represented by approximately 13.4 per cent. of the relevant Shareholder's total holding of Ordinary Shares.

• To elect to participate in the B Share Redesignation and Ingenuity Distribution in respect of a specific number of their Ordinary Shares which is more than or less than their Guaranteed Entitlement, Shareholders should insert the number of such Ordinary Shares in Box 2.

Fractional entitlements to B Shares will not be allotted or issued to any relevant Electing Shareholders but will be rounded down to the nearest whole number (or to nil as the case may be).

Shareholders returning a Form of Election must sign in Box 3. All Shareholders named on a Form of Election must sign the Form of Election. Shareholders returning a Form of Election must complete Boxes 1C and 1D in respect of their contact details. Once completed, signed and witnessed in accordance with the instructions set out therein, the Form of Election should be returned in the prepaid envelope provided. Shareholders should enclose the relevant share certificate(s) and/or other documents of title together with their Form of Election. No stamps will be needed if posted in the UK. To be valid, Forms of Election must be returned so as to be received by Equiniti by the Election Return Time. If Shareholders do not use the envelope provided, the Form of Election should be sent by post to Equiniti, Corporate Actions, Aspect House, Spencer Road, Lancing, BN99 6DA.

Shareholders who need assistance in completing the Form of Election or have any queries relating to it should telephone the Shareholder helpline on +44 (0) 371 384 2050 (calls from outside the UK will be charged at the applicable international rate and different charges may apply to calls from mobile telephones). Lines are open between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday. For deaf and speech impaired shareholders, calls can be made via Relay UK. Please see www.relayuk.bt.com for more information. Please note that calls to this number may be monitored or recorded.

The helpline cannot provide advice on the merits of the B Share Redesignation and Ingenuity Distribution nor give any financial, legal or tax advice. For financial advice, including taxation advice, you should consult your own financial and/or taxation adviser.

The election window for the B Share Redesignation and Ingenuity Distribution will open on 28 November 2024 and will close at 1 p.m. on 19 December 2024, and all completed Forms of Elections will need to be received by the Registrar by 1 p.m. on 19 December 2024 to be effective.

Certificated Shareholders who submit valid elections to partake in the B Share Redesignation and the Ingenuity Distribution will, by executing and submitting the Form of Election, irrevocably appoint the Company, any director of the Company and/or any person authorised by the Company as its attorney and/or agent with authority to execute the Ingenuity Shareholders' Agreement on behalf of such Shareholder. Further information on the terms of the Ingenuity Shareholders' Agreement is set out in paragraph 9 (Ingenuity Shareholders' Agreement).

5.4 Ordinary Shares held in uncertificated form (CREST)

To make an election, Shareholders who hold their Ordinary Shares in uncertificated form (that is, through CREST) should not submit a Form of Election. Instead, such Shareholders should submit an election electronically through CREST to transfer their Ordinary Shares to the relevant escrow account using a transfer to escrow instruction ("TTE Instruction") to ensure that the TTE Instruction settles no later than 1 p.m. on 19 December 2024, the Election Return Time.

If you wish to retain all Ordinary Shares that you hold at the Election Return Time and you do not wish to make an election to participate in the Ingenuity Distribution, do not submit an election electronically through CREST.

The Ingenuity Shares will be capable of settlement within CREST in uncertificated form.

You should send (or, if you are a CREST personal member or other CREST sponsored member, procure that your CREST sponsor sends) a TTE Instruction to Euroclear, which must be properly authenticated in accordance with Euroclear's specifications and which must contain, in addition to the other information that is required for a TTE Instruction to settle in CREST, the following details.

(a) the number of Ordinary Shares to be transferred to escrow;
(b) your member account ID;
(c) your participant ID;
(d) the participant ID of the Escrow Agent, which is 5RA65;
(e) the member account ID of the Escrow Agent, which is RA683501;
(f) the ISIN number of the Ordinary Shares, which is GB00BMTV7393;
(g) the intended settlement date, which should be as soon as possible and in any event by the Election Return Time;
(h) the corporate action number for the transaction, which is allocated by Euroclear and can be found by viewing the relevant corporate action details on screen in CREST;
(i) CREST standard delivery instructions priority of 80; and
(j) a contact name and telephone number (in the shared note field of the TTE Instruction).

If a Shareholder holds Ordinary Shares in both certificated and uncertificated form and wishes to make an election for the B Share Redesignation and Ingenuity Distribution, separate elections must be made in respect of each holding.

Uncertificated Shareholders who submit valid elections to participate in the B Share Redesignation and the Ingenuity Distribution will, by virtue of having submitted that election, be deemed to have irrevocably appointed the Company, any director of the Company and/or any person authorised by the Company as its attorney and/or agent with authority to execute the Ingenuity Shareholders' Agreement on behalf of such Shareholder. Further information on the terms of the Ingenuity Shareholders' Agreement is set out in paragraph 9 (Ingenuity Shareholders' Agreement).

You should note that Euroclear does not make available special procedures in CREST for any particular corporate action. Normal system timings and limitations will therefore apply in connection with a TTE Instruction and its settlement. You should therefore ensure that all necessary action is taken by you (or by your CREST sponsor) to enable a TTE Instruction relating to your Ordinary Shares to settle prior to the Election Return Time. After settlement of a TTE instruction, you shall not be able to access the Ordinary Shares concerned in CREST for any transaction or charging purposes. In this regard you are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

Please note that if: (i) you elect for the B Share Redesignation and Ingenuity Distribution in respect of Ordinary Shares which are held in CREST; and (ii) you fail to give the TTE Instructions to settle prior to the Election Return Time in accordance with the instructions set out above, your election for the B Share Redesignation and Ingenuity Distribution will to that extent be invalid and you will retain your Ordinary Shares as if you had not elected for the B Share Redesignation and Ingenuity Distribution. An election for the B Share Redesignation and Ingenuity Distribution is revocable until the Election Return Time. If you have submitted a TTE Instruction, you may withdraw your TTE Instruction through CREST by sending (or, if you are a CREST sponsored member, procuring that your CREST sponsor sends) an ESA instruction to settle in CREST by no later than the Election Return Time. Each ESA instruction must, in order for it to be valid and to settle, include the following details:

(a) the number of Ordinary Shares to be withdrawn;
(b) your member account ID;
(c) your participant ID;
(d) the ISIN number of the Ordinary Shares, which is GB00BMTV7393;
(e) the participant ID of the Escrow Agent, which is 5RA65;
(f) the member account ID of the Escrow Agent, which is RA683501;
(g) the CREST transaction ID of the TTE Instruction to be withdrawn;
(h) the intended settlement date for the withdrawal;
(i) the corporate action number for the transaction: this is allocated by Euroclear and can be found by viewing the relevant corporate action details onscreen in CREST; and
(j) a CREST standard delivery instruction priority of 80.

Any such withdrawal will be conditional upon the Registrar verifying that the withdrawal request is validly made. Accordingly, the Registrar will, on behalf of the Company, reject or accept the withdrawal by transmitting in CREST a receiving agent reject or receiving agent accept message. Alternatively, you may revoke an election for the B Share Redesignation by notice in writing in accordance with this document.

Fractional entitlements to B Shares will not be allotted or issued to any relevant Electing Shareholders but will be rounded down to the nearest whole number (or to nil as the case may be).

5.5 General

Persons who have made valid elections for the B Share Redesignation and Ingenuity Distribution will not be entitled to transfer the relevant B Shares after the Election Return Time.

No election under the B Share Redesignation and Ingenuity Distribution will be valid unless, in the case of certificated shares, a Form of Election is completed in all respects and returned to the Registrar, or in the case of uncertificated shares, an appropriate TTE Instruction is settled, in each case, by the Election Return Time and in accordance with this paragraph 5 (Procedure to elect for the Demerger).

If any Form of Election, in the case of certificated shares, or TTE Instruction, in the case of uncertificated shares, to make an election for the B Share Redesignation and Ingenuity Distribution is either received after the Election Return Time or is received before such time and date but is not valid or complete in all respects at such time and date, such election shall, for all purposes, be void and the Shareholder purporting to make such election shall not, for any purpose, be entitled to receive any B Shares or the Ingenuity Distribution and the relevant Shareholder will retain their Ordinary Shares.

Without prejudice to any other provision of this document or the Form of Election or otherwise, the Company reserves the right in its absolute discretion to treat as valid in whole or in part any election for the B Share Redesignation and Ingenuity Distribution which is not entirely in order.

If the B Share Redesignation and/or the Ingenuity Distribution are not effected, any election made shall cease to be valid.

No acknowledgements of receipt of any Form of Election or other documents will be given. All communications, notices, other documents and remittances to be delivered by or to or sent to or from holders of Ordinary Shares (or their designated agent(s)) or as otherwise directed will be delivered by or to or sent to or from such holders of Ordinary Shares (or their designated agents(s)) at their risk. The Company and/or its respective agents reserve the right to notify any matter to all or any Shareholders: (i) with registered addresses outside the UK; or (ii) whom the Company and/or its respective agents know to be nominees, trustees or custodians for such Shareholders by announcement in the UK or paid advertisement in any daily newspaper published and circulated in the UK or any part thereof, in which case such notice shall be deemed to have been sufficiently given notwithstanding any failure by any such Shareholders to receive or see such notice. All references in this document to notice in writing, or the provision of information in writing, by or on behalf of the Company and/or its respective agents shall be construed accordingly. No such document shall be sent to an address outside the United Kingdom where it would or might infringe the laws of that jurisdiction or would or might require the Company to obtain any governmental or other consent or to effect any registration, filing or other formality with which, in the opinion of the Company, it would be unable to comply or which it regards as unduly onerous.

6. Procedure for the Ingenuity Distribution

Settlement of the B Share Redesignation is expected on 30 December 2024. The Board is proposing to pay the Ingenuity Distribution on 2 January 2025 to B Shareholders who are on the Register of Members as at 6 p.m. on 19 December 2024.

The Ingenuity Distribution is subject to Shareholder approval at the General Meeting. While the Ingenuity Distribution is also conditional on 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 B Share Redesignation having completed, the Company is satisfied that, based on the level of irrevocable undertakings to elect to participate in the B Share Redesignation and the Ingenuity Distribution that have been received by the Company, the Ingenuity Distribution is anticipated to proceed. Assuming these conditions are satisfied, the Ingenuity Distribution is expected to be made to Shareholders on 2 January 2025.

7. Subdivision and cancellation of IngenuityCo issued share capital

In order for each holder of B Shares to receive one Ingenuity Share for each B Share held pursuant to the Ingenuity Distribution, the entire issued share capital of IngenuityCo will need to be subdivided to increase the number of Ingenuity Shares in issue (while decreasing the nominal value of each such Ingenuity Share), followed by a reduction of capital in respect of the number of Ingenuity Shares in issue (the "Ingenuity Subdivision and Cancellation"). The purpose of the Ingenuity Subdivision and Cancellation is to ensure that the number of Ingenuity Shares in issue is such that the Demerger Ratio can be complied with when the Ingenuity Distribution is made.

The ratio of the Ingenuity Subdivision and Cancellation cannot be fixed as at the date of this document, as it is dependent on the number of valid elections received by the Company in respect of the B Share Redesignation and the Ingenuity Distribution. Once the number of valid elections has been confirmed, the number of Ingenuity Shares which are required to effect the Demerger Ratio can be finalised and the ratio of the Ingenuity Subdivision and Cancellation can be calculated. As such, the Ingenuity Subdivision and Cancellation is expected to take place on a date between 19 December 2024 and 2 January 2025.

8. Matched Bargain Facility

To facilitate future shareholder transactions in Ingenuity Shares, the Ingenuity Board has confirmed it will appoint JP Jenkins, to provide a matched bargain facility. The matched bargain facility will facilitate the settlement of Ingenuity Shares in CREST and the ISIN number of the Ingenuity Shares is GB00BR4ZLS43. The matched bargain facility will enable holders of Ingenuity Shares to transfer some or all of their Ingenuity Shares (provided that any such transfers do not exceed, in aggregate, an amount equal to 3 per cent. of the issued share capital of IngenuityCo and subject to the restrictions on transfer in the Ingenuity Shareholders' Agreement) to another holder of Ingenuity Shares or any third party approved by the Ingenuity Board. Holders of Ingenuity Shares will be able to trade their Ingenuity Shares on the matched bargain facility through their stockbroker, with trades being conducted at a level that JP Jenkins is able to match a willing seller and a willing buyer.

The matched bargain facility is expected to operate for a minimum period of thirty-six (36) months from a date expected to occur on or shortly following 2 January 2025. Whilst the current intention is that the facility would continue beyond that time, Shareholders should note that it could be withdrawn at any time and, therefore, inhibit the ability of holders of Ingenuity Shares to trade their Ingenuity Shares. Further details will be communicated to holders of Ingenuity Shares at the relevant time.

9. Ingenuity Shareholders' Agreement

Following completion of the Ingenuity Distribution, the Company intends that a shareholders' agreement would be entered into between each of the holders of Ingenuity Shares (the "Ingenuity Shareholders' Agreement").

A copy of the Ingenuity Shareholders' Agreement and the Ingenuity Articles which will be adopted by IngenuityCo with effect from completion of the Demerger will be available for inspection at the Company's registered office and on the Company's website at https://www.thg.com/investor-relations/ingenuity-demerger from 2 December 2024 until the Election Return Time.

The principal terms of the Ingenuity Shareholders' Agreement are as set out in Part V of this document.

10. United Kingdom Taxation

The following comments are intended as a general guide only and relate only to certain UK tax consequences of the B Share Redesignation, the Ingenuity Distribution, the conversion of B Shares into Deferred 1 Shares and the repurchase and cancellation of the Deferred 1 Shares by the Company. The comments are based on current legislation and HM Revenue & Customs ("HMRC") published practice, both of which are subject to change, possibly with retrospective effect. These comments deal only with Shareholders who are resident for taxation purposes in the UK, who are the absolute beneficial owners of the Ordinary Shares and who hold them as an investment (otherwise than through an individual savings account or an exempt pension arrangement or as carried interest) and not on a trading account ("UK Shareholders"). They do not deal with the position of certain classes of Shareholders, such as dealers in securities, insurance companies, collective investment schemes or persons regarded as having obtained their Ordinary Shares by reason of employment.

The information set out in the paragraphs below does not constitute tax advice. Any Shareholder who has any doubt about their own taxation position, or who is subject to taxation in any jurisdiction other than the UK should consult their own professional taxation adviser immediately.

10.1 The B Share Redesignation

Chargeable gains

The Company received clearance from HMRC on 10 September 2024 confirming that the conversion of the Ordinary Shares into B Shares, or the alteration of the rights attaching to the Ordinary Shares to the extent that a UK Shareholder chooses not to participate in the B Share Redesignation, will be a reorganisation of the share capital of the Company for the purposes of UK taxation of chargeable gains. Accordingly, UK Shareholders should not be treated as making a disposal of all or part of their Ordinary Shares for the purposes of UK taxation of chargeable gains by reason of the B Share Redesignation being implemented, or the alteration of the rights attaching to the Ordinary Shares to the extent that a UK Shareholder chooses not to participate in the B Share Redesignation. Instead, the B Shares which replace a UK Shareholder's Ordinary Shares as a result of the B Share Redesignation, or the Ordinary Shares once their rights have been altered to the extent that a UK Shareholder chooses not to participate in the B Share Redesignation, will be treated as the same asset, acquired at the same time, as that UK Shareholder's original Ordinary Shares.

Stamp duty and stamp duty reserve tax

No liability to UK stamp duty or stamp duty reserve tax should be incurred by UK Shareholders as a result of the B Share Redesignation.

10.2 The Ingenuity Distribution

Income

The Company received clearance under section 1091 of the Corporation Tax Act 2010 ("CTA 2010") from HMRC on 23 August 2024 confirming that the distribution in specie by the Company of Ingenuity Shares to the holders of B Shares will qualify as an "exempt distribution" within the meaning of section 1075 of CTA 2010.

As a result, a UK Shareholder holding B Shares should not incur any liability to UK tax on income in respect of the receipt of their Ingenuity Shares.

Chargeable gains

On the basis that the distribution of the Ingenuity Shares will qualify as an "exempt distribution" as set out above, UK Shareholders should not be treated, by virtue of the receipt of Ingenuity Shares pursuant to the Ingenuity Distribution, as making a disposal or part disposal of their B Shares for the purposes of the UK taxation of chargeable gains.

Instead, the Ingenuity Shares issued to each UK Shareholder holding B Shares pursuant to the Ingenuity Distribution should be treated as the same asset, acquired at the same time, as the B Shares already held by them which, as described above, should in turn be treated as the same asset, acquired at the same time, as their original holding of Ordinary Shares.

Stamp duty and stamp duty reserve tax

No liability to UK stamp duty or stamp duty reserve tax should be incurred by B Shareholders as a result of the transfer to them of the Ingenuity Shares pursuant to the Ingenuity Distribution. This statement does not relate to persons such as dealers or intermediaries or persons who are (or are a nominee or agent for a person who is) an issuer of depositary receipts or a clearance service, to whom special rules apply.

10.3 Conversion of B Shares into Deferred 1 Shares and repurchase and cancellation of the Deferred 1 Shares by the Company

Chargeable gains

A UK Shareholder should not be treated as making a disposal of their B Shares for UK taxation of chargeable gains purposes when the B Shares are converted into Deferred 1 Shares. Instead, the Deferred 1 Shares held by the UK Shareholder after the conversion of the B Shares and the Ingenuity Shares held by the UK Shareholder should be treated as the same asset, acquired at the same time, as their holding of B Shares and Ingenuity Shares prior to the conversion which, as described above, should in turn be treated as the same asset, acquired at the same time, as their holding of B Shares prior to the Ingenuity Distribution which, as described above, should in turn be treated as the same asset, acquired at the same time, as their original holding of Ordinary Shares.

For a UK Shareholder holding only Deferred 1 Shares and Ingenuity Shares following the Ingenuity Distribution and conversion of B Shares into Deferred 1 Shares, on a disposal of any of those Deferred 1 Shares or Ingenuity Shares for UK taxation of chargeable gains purposes, a UK Shareholder's base cost in their original Ordinary Shares would be apportioned between their Deferred 1 Shares and their Ingenuity Shares based on their respective market values at the date that the Deferred 1 Shares or Ingenuity Shares are disposed of. However, it is likely that the market value of the Deferred 1 Shares will be nil following the Ingenuity Distribution. This is because IngenuityCo will no longer be within the THG Group and the Deferred 1 Shares will have no rights in relation to RemainCo. Consequently, the holding of the Deferred 1 Shares should not impact the base cost of the Ingenuity Shares.

Where a UK Shareholder holds a combination of Ordinary Shares, Deferred 1 Shares and Ingenuity Shares following the Ingenuity Distribution and conversion of B Shares into Deferred 1 Shares, upon a subsequent disposal of all or part of such UK Shareholder's Ordinary Shares, Deferred 1 Shares or Ingenuity Shares, the UK Shareholder's base cost in their original Ordinary Shares will be apportioned between the Ordinary Shares, Deferred 1 Shares and Ingenuity Shares by reference to their respective market values when the Ingenuity Distribution takes place (however, for the reasons noted above, it is likely that the market value of the Deferred 1 Shares will be nil following the Ingenuity Distribution).

Where a company repurchases its shares from an individual UK shareholder resident in the UK for UK tax purposes, any amount paid for the repurchase up to the amount of capital originally subscribed for the shares is generally treated (subject to certain exceptions) as an amount of consideration for a disposal of an interest in the shares, and any amount paid for the repurchase in excess of the amount of capital originally subscribed for the shares is (subject to certain exceptions) taxed in the hands of the recipient as an income distribution. Where a company repurchases its shares from a corporate UK shareholder resident in the UK for UK tax purposes, the full amount paid for the repurchase is generally (subject to certain exceptions) treated as an amount of consideration for a disposal of the shares. On the basis that all of the Deferred 1 Shares shall be repurchased by the Company for an aggregate amount of consideration of £1.00, the repurchase of the Deferred 1 Shares by the Company should not give rise to any material UK income tax or UK corporation tax on income, and on the basis that (i) all of the Deferred 1 Shares shall be repurchased by the Company for an aggregate amount of consideration of £1.00 and (ii) for the reasons set out above, UK Shareholders should have only nil or negligible base cost in the Deferred 1 Shares, the repurchase and cancellation of the Deferred 1 Shares by the Company should not give rise to any material gain or loss for UK Shareholders for the purposes of UK capital gains tax or UK corporation tax on chargeable gains.

Stamp duty and stamp duty reserve tax

No liability to UK stamp duty or stamp duty reserve tax should be incurred by the UK Shareholders on either (i) the conversion of the B Shares into Deferred 1 Shares or (ii) the repurchase of the Deferred 1 Shares by the Company.

11. General Meeting and Resolution

The General Meeting will be held at 12 noon on 27 December 2024 at the offices of Clifford Chance LLP, 10 Upper Bank Street, London E14 5JJ. The Notice of General Meeting is set out in Part VI of this document on pages 37 to 41.

The Resolution to approve the B Share Redesignation and the Ingenuity Distribution will be proposed as a special resolution requiring a majority of not less than 75 per cent. of the votes cast.

Please note that no presentations on the Company's business will be given at the General Meeting and no refreshments will be available.

12. Action to be taken

We strongly encourage all Shareholders to exercise their vote by appointing the Chair of the General Meeting (rather than a named individual) as their proxy and providing voting instructions in advance of the General Meeting, in accordance with the instructions explained in the Notes attached to the Notice which appear on pages 39 to 41 in Part VI of this document.

The Resolution will be decided on a poll to be called by the Chair of the General Meeting. This reflects current best practice and ensures that Shareholders who have appointed the Chair of the General Meeting as their proxy have their votes fully taken into account. The results will be published on the Company's website and will be released to the London Stock Exchange as soon as practicable following the conclusion of the General Meeting.

13. Questions

We understand that the General Meeting is an opportunity for Shareholders to ask questions of the Board in relation to the business of the General Meeting and have therefore made provision for Shareholders to submit questions in advance of the General Meeting via email to [email protected] by no later than 12 noon on 16 December 2024. The Company will consider all questions received on or prior to this time and, if appropriate and relating to the business of the General Meeting, will seek to provide a response by 12 noon on 23 December 2024. The Company reserves the right to summarise and/or aggregate questions of a similar nature. To the extent the Company considers appropriate it will publish a summary of responses to such questions within the 'Investors' section of its website following the General Meeting.

Yours sincerely,

Charles Allen, Lord Allen of Kensington, CBE Chair THG PLC

PART II INFORMATION ON INGENUITYCO

1. IngenuityCo Summary

IngenuityCo is a provider of ecommerce solutions for brands and retailers, built through two decades of investment and expertise gained in scaling category leading brands. IngenuityCo exists to navigate the complexities of acquiring new audiences and driving traffic, facilitating a frictionless ecommerce experience and distributing products to consumers all over the world. The critical components of ecommerce, technology, fulfilment and marketing are supported by a vertically integrated proprietary platform. IngenuityCo's packaged solution of commerce technology, omnichannel, marketplace, CRM, app and fraud solutions are available to customers as self-serve or fully managed products. The Ingenuity platform's modularity removes complex and costly integrations by allowing customers to flexibly select their choice of modular products. This helps brands accelerate their technology roadmaps and speed of evolution whilst reducing cost to serve.

IngenuityCo has market-leading, global fulfilment infrastructure and courier management services which continually improve the speed, quality of delivery and experience to every customer. These capabilities help brands become asset light, reduce operating costs and improve their customer experience.

IngenuityCo's market offering provides a unique mix of creative content production, campaign execution, influencer management and retail media to attract new audiences, cost effectively. These capabilities help brands combat rising marketing costs by acquiring new audiences in new channels with digital campaigns.

2. Background to Demerger

THG's publicly stated strategy since 2021 has been to provide each of its three businesses, being THG Beauty, THG Nutrition and IngenuityCo, with their own growth and capital platforms enabling strategic corporate action. Readiness work to ensure each business had full optionality began in 2021, which involved an internal corporate separation of each of THG's three businesses. THG announced the completion of the separation in March 2022 in line with the stated strategy. THG announced its intention to demerge IngenuityCo on 17 September 2024.

3. Management, governance and transitional services

3.1 Board composition and management

IngenuityCo will continue to benefit from its highly experienced senior management team following the Demerger, which will include John Gallemore (co-founder of THG) as Executive President. The management team have successfully onboarded a number of key clients in recent months and are focused on scaling the business to a cash flow breakeven position through growth across all three key service lines.

The Ingenuity Board will be further enhanced following completion of the Demerger, including through the appointment of a suitable number of independent directors, bringing the appropriate balance of skills, knowledge, experience and diversity to the IngenuityCo Board. It is expected that IngenuityCo will establish a Related Party Committee to oversee transactions with RemainCo which will be chaired by an independent non-executive director of IngenuityCo.

RemainCo's Board and senior leaders will continue in their roles following completion of the Demerger, with the exception of John Gallemore, who will resign from the Board with effect from completion of the Demerger. None of the non-executive directors of RemainCo will be appointed to the Ingenuity Board.

3.2 Separation process and Transitional Services Agreements

The internal corporate separation of THG Beauty, THG Nutrition and IngenuityCo was completed in 2022, with each business contracting directly with its customers and suppliers, and directly employing their respective dedicated employees. A number of shared functions remained centralised at this point in time, with these recharged to each respective business in line with their utilisation of such services. THG has reported revenue and adjusted EBITDA for each of THG Beauty, THG Nutrition and IngenuityCo to the market, from the date of separation for the year ended 31 December 2022, and all subsequent periods alongside specific detailed commentary relating to each business.

Prior to the date of this document, key internal stakeholders supported by an experienced external consultancy firm have jointly led a comprehensive review of the operating model of each business, which has led to previously shared services and employees being assigned to IngenuityCo and RemainCo from the point of separation where feasible. IT systems will be separated where necessary, and access controls relating to shared systems will be in place to ensure data integrity, security and confidentiality is maintained from the point of the Demerger.

A transitional services agreement will be in place from completion of the Demerger for a period of up to two years covering functions including (i) continued access to shared IT systems and software (ii) continued provision of certain back office services and associated knowledge transfer, such as finance and HR and (iii) selected other services. IngenuityCo will also provide limited transitional services to RemainCo through a reverse transitional services agreement.

3.3 Ongoing services and governance

The 2022 business separation exercise involved arm's length contracts between IngenuityCo and each of THG Beauty and THG Nutrition being entered into. These contracts govern transactions between those businesses for all intercompany services provided, with these principally being ecommerce and operational services provided by IngenuityCo to THG Beauty and THG Nutrition. These services included access to website hosting, customer services, fraud detection services, THG Studios, fulfilment, postage and marketing. A key focus of this review was ensuring that the commercial terms (including charges) reflected those of commercial arm's length agreements. All intercompany charges were negotiated, documented, and thoroughly reviewed by a range of stakeholders before ultimately being signed off by THG's Board. The project was led by executives and senior members of all of the THG businesses, with extensive support from an experienced external consultancy firm appointed to oversee the internal corporate separation project.

These IngenuityCo service agreements have been operating since 2022 and will continue to operate post Demerger on arm's length terms. RemainCo has been the Data Controller and owner of its proprietary data, including customer databases, since the business separation exercise was completed. This will continue post Demerger, hence the Demerger will result in no change to RemainCo's ownership, utilisation and management of its data.

THG's well-established Related Party Committee chaired by Sue Farr, Senior Independent Director of THG will, following the Demerger, be responsible for overseeing transactions between RemainCo and IngenuityCo, including those covered by the arm's length contracts described above. IngenuityCo will have no recourse to RemainCo following the Demerger.

In addition, RemainCo has a highly experienced Risk Committee, chaired by Gillian Kent, Independent Non-Executive Director, that will proactively review and monitor any potential risks in relation to RemainCo's relationship with IngenuityCo, ensuring that any such risks are managed and mitigated effectively. As IngenuityCo's long-standing commercial relationship with RemainCo will continue to operate post Demerger in the same manner as it does as at the date of this document, it is not anticipated that the separation will result in a change to the risk position in this regard.

IngenuityCo will leave the THG Group with £88 million of cash, which in addition to a new £55 million debt facility, will provide IngenuityCo with sufficient funding through to cash flow breakeven.

4. Historical financial information

The following unaudited financial information pertaining to IngenuityCo has been extracted without material adjustment from the consolidation schedules used in preparing the THG audited consolidated financial statements for the years ended 31 December 2022 and 31 December 2023, as well as the interim condensed consolidated results for the six months ended 30 June 2023 and 30 June 2024.

The financial information has been prepared consistently, applying UK adopted IFRS accounting principles as used in THG's published consolidated financial statements for those periods, except for the adoption of new standards effective from 1 January 2024. Additionally, THG Group has not adopted any standard, interpretation or amendment that has been issued but is not yet effective.

Whilst part of the THG Group, IngenuityCo has historically been reported as an operating segment under IFRS 8 in the THG annual report and interim financial reporting. The financial information presented in this paragraph 4 (Historical financial information) has been prepared to reflect the legal perimeter anticipated upon Demerger and therefore differs both in purpose and basis of preparation from the IngenuityCo segment as historically presented in THG financial reporting.

Upon Demerger, IngenuityCo includes certain leased assets and operational activities of THG Experience, which had previously been reported as part of the THG Beauty segment.

The financial information does not constitute statutory accounts within the meaning of section 434(3) of the Companies Act. The audited consolidated statutory accounts of THG Group for the years ended 31 December 2022 and 31 December 2023 have been delivered to the Registrar of Companies. The interim condensed consolidated results for the six months ended 30 June 2024 were published via RNS on 17 September 2024.

EY served as the auditors for THG for the years ended 31 December 2022 and 31 December 2023. The associated auditors' reports were unqualified and did not contain statements under section 498(2) or (3) of the Companies Act, as applicable.

Certain figures contained in this document or incorporated into this document by reference, including financial and numerical information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum of the numbers in a column or a row in tables contained in this document or incorporated into this document by reference may not conform exactly to the total figure given for that column or row.

Shareholders should read the whole of this document and not rely solely on the financial information contained in this paragraph 4 (Historical financial information).

4.1 Profit and loss statement

	12 months ended 30	12 months ended 31	12 months ended 30
	June 2023	December 2023	June 2024
	£'000	£'000	£'000
Revenue	712,250	685,383	671,428
Cost of sales	(604,953)	(583,639)	(566,787)
Gross profit	107,297	101,744	104,641
Administrative costs	(89,858)	(90,753)	(86,141)
Adjusted EBITDA	17,439	10,991	18,500
Depreciation	(66,878)	(71,054)	(73,332)
Amortisation	(47,596)	(49,414)	(49,024)
Exceptional items	(116,337)	(36,851)	(23,294)

Operating profit	(213,372)	(146,328)	(127,150)

Finance income	793	451	509
Finance costs	(15,035)	(14,002)	(14,331)
Profit before taxation	(227,614)	(159,879)	(140,972)

IngenuityCo generated £671.4 million net revenue in the 12 months to June 2024 including both revenue generated from services to RemainCo and external customers. On a total revenue basis, this represented a decline of -5.7 per cent. This decline was partially driven by the successful exit of loss-making categories and territories in RemainCo, which in turn generated lower volumes for IngenuityCo. Revenues generated through services provided to RemainCo are expected to increase in future periods, driven by the continued growth and expansion of RemainCo's brands.

Revenue from external customers grew by +7.0 per cent. in the 12 months to June 2024, with growth broadly based across both new and existing clients and across technology, digital marketing and fulfilment services. Revenue from external customers is increasingly being generated on a recurring basis, with monthly recurring revenue for IngenuityCo external customers continuing to build in September 2024 at +44.9 per cent. year on year, an acceleration on September 2023 (+7.6 per cent. year on year).

All direct costs incurred in relation to the provision of marketing services and servicing of fulfilment clients, including warehouse costs and courier costs, are within cost of sales. Gross margin within IngenuityCo is largely driven by the mix of revenue between services, with technology revenue typically generating a higher gross margin than operations and marketing revenue.

In addition, historically the business operated with a higher weighting towards SME ("small, medium enterprise") clients acquired during the Covid-19 pandemic, which typically operated to lower margins. Management have since strategically pivoted the business to focus on higher value and higher margin clients.

Administrative costs totalling £86.1 million were incurred in the twelve months to June 2024, with the majority of these relating to payroll costs, covering functions such as technology, sales business development, marketing, operations, content and procurement. Payroll costs relating to the expansionary development of the platform are capitalised as an intangible asset and subsequently amortised.

Included within administrative costs is expenditure in relation to shared service functions such as finance, insurance, HR and facilities where these services are centralised for efficiency and recharged to IngenuityCo and RemainCo. A detailed separation exercise has been undertaken to produce standalone cost bases for IngenuityCo and RemainCo from completion of the Demerger where practical. Certain functions and services will continue to operate through transitional service agreements following separation, with RemainCo and IngenuityCo to develop standalone teams when practically possible – dis-synergies from this exercise are not expected to be material.

IngenuityCo generated £18.5 million adjusted EBITDA in the 12 months to June 2024.

5. Historical cash flow

	12 months
	ended 31
	December
	2023
	IngenuityCo
	£'000
Adjusted EBITDA	10,991
Working capital	(27,120)
Tax paid	(325)
Adjusting items	(3,746)
Net cash used in operations	(20,200)
Purchase of property, plant and equipment	(33,778)
Purchase of intangible assets	(58,539)
Proceeds from sale of property, plant and equipment	47,000
Repayment of lease liabilities	(27,541)
Interest received	442
Free cash flow	(92,616)
Acquisition of subsidiaries net of cash acquired	(3,940)
Total divisional cash flow	(96,556)
Intercompany	94,553
Net decrease in cash and cash equivalents	(2,003)

12 months ended 31 December 2023

IngenuityCo generated an operating cash outflow of £20.2 million in FY 2023. This was mainly driven by Adjusted EBITDA of £11.0 million, offset by a £27.1 million working capital outflow. The working capital outflow was driven by reducing sales as a result of the reduction in services provided to RemainCo. Going forward, IngenuityCo is expected to operate to a structurally negative working capital cycle, which will drive working capital inflows, due to suppliers being paid on 60 to 90 day terms, whilst clients pay IngenuityCo on 30 day terms.

Intangible capital expenditure of £58.5 million primarily relates to technology platform investments.

Purchase of property, plant and equipment totalling £33.8 million principally relates to warehouse automation and data centre investments.

IngenuityCo incurred lease payments of £27.5 million in FY 2023.2

IngenuityCo received a cash inflow in FY 2023 relating to the divestment of non-core properties. No further material property disposals are expected in FY 2024 or future periods.

Free cash outflow totalled £92.6 million, before acquisitions and intercompany financing.

6. Guidance, capital structure and capital allocation

IngenuityCo has a high quality, long-term and recurring client base, with monthly recurring revenue for IngenuityCo (external) growing in September 2024 at +44.9 per cent. year on year. The business is further underpinned by long-term trading relationships with THG Beauty and THG Nutrition, which are reflected by arm's length contracts that have been in place since 2022.

Future revenue growth is expected through expansion of services with existing clients. For example, IngenuityCo expects to continue to generate additional revenue from the addition of incremental services for existing clients, the addition of new brands from clients' portfolios, and

² Lease payments have been adjusted on a proforma basis to align to the structure post Demerger.

volume growth with existing clients, which in turn drives higher variable revenue and revenue share income. Within each period, new clients will be onboarded, with these relationships expected to subsequently expand across brands, services and volumes growth, as described above.

IngenuityCo also has a number of recent contract wins which are yet to annualise, along with a well-developed pipeline of opportunities providing a good degree of comfort around IngenuityCo's future EBITDA progression, as it continues to scale to a cash flow breakeven position.

Total capital expenditure for IngenuityCo is expected to reduce in FY 2024, and in future periods. Intangible asset investment is expected to moderate as the platform's capabilities mature.

Lease payments of c.£23 million are expected in FY 2024, and are expected to remain relatively stable over the short to medium-term.

IngenuityCo is expected to reach a cash flow breakeven position by FY 2028, in line with previous guidance. As a private company, IngenuityCo would have the time to continue to execute its business plan outside of the UK Plc environment with a dedicated, technology-focused investor base.

IngenuityCo will have £88 million of cash on its balance sheet at the point of separation, which combined with a £55 million debt facility, will provide sufficient liquidity for IngenuityCo to finance its medium term cash flow requirements. Aside from the new debt facility, IngenuityCo would be debt-free on completion of the Demerger, with THG's existing debt facilities staying with RemainCo.

Following the Ingenuity Distribution, IngenuityCo will operate as a separate, standalone entity from the THG Group without recourse to the Company.

IngenuityCo would be expected to remain a private company with no public listing or other trading facility for the Ingenuity Shares. However, to facilitate future shareholder transactions in Ingenuity Shares, IngenuityCo has appointed JP Jenkins to provide a matched bargain facility. Further information on the matched bargain facility is included at paragraph 8 (Matched Bargain Facility) of Part I of this document.

7. IngenuityCo share capital

As at the date of this document, IngenuityCo has 67,536,795 Ingenuity Shares in issue, with a nominal value of £1.00 each.

As described in paragraph 7 (Subdivision and cancellation of IngenuityCo issued share capital) of Part I of this document, it is expected that the Ingenuity Subdivision and Cancellation will take place on a date between 19 December 2024 and 2 January 2025 in order to ensure that the number of Ingenuity Shares in issue is such that the Demerger Ratio can be complied with when the Ingenuity Distribution is made.

As a result of the Ingenuity Subdivision and Cancellation, the nominal value of the Ingenuity Shares will decrease.

PART III INFORMATION ON REMAINCO

1. Summary

RemainCo is a highly cash generative consumer brands group, with category-leading brands. RemainCo is comprised of two businesses: THG Beauty and THG Nutrition. In 2023, RemainCo generated sales of £1.9 billion, adjusted EBITDA of £103.1 million and free cash flow of £80.3 million (after interest costs, and before debt capital payments and acquisitions). Pro-forma for the proposed Demerger, RemainCo FY 2023 capital expenditure would have been reduced by c.£92 million (from c.£126 million for THG to c.£33 million).

1.1 THG Beauty

THG Beauty includes the number one online pure-play prestige beauty retailer Lookfantastic, in addition to other popular online prestige beauty retailers including Cult Beauty and Dermstore. In total, THG Beauty offer more than 1,300 premium brands across the skincare, haircare, cosmetics, and fragrance categories globally with leading positions in the UK, US, and Europe. THG Beauty represents a critical route-to-market for beauty brands seeking to grow, innovate and connect with global audiences.

Additionally, THG Beauty owns a number of prestige brands retailed through THG's global online multi-brand retail sites, as well as direct to consumer websites, subscription boxes, and selected third-party channels, including Perricone MD, ESPA, Biossance and Ameliorate.

Finally, THG Beauty manufacturing provides a vertically integrated model for both its own and external prestige brands. THG Beauty is informed by market and brand trend insights from its global consumer base to support brand partners with their new product development capabilities, while its in-house product development and manufacturing capabilities enables independent brands to scale.

1.2 THG Nutrition

THG Nutrition is a portfolio of digital-first brands spanning the nutrition and wellness space, led by the world's largest online sports nutrition brand, Myprotein. Its vertically integrated model allows for the business to expand and operate in complementary markets to sports nutrition, such as vegan products, vitamins, bars, snacks and sportswear within the online and digital space in key markets including the UK and Asia. Supporting the online and digital offering is the strategic advance into international and retail markets through offline partnerships and licensing agreements, further scaling and diversifying the global portfolio.

In addition, THG Nutrition boasts its own vertically integrated manufacturing capabilities, driving product development and production, shortening timelines to market and enabling the business to address consumer and market trends ahead of its competitors, driving higher levels of crosscategory purchasing and brand awareness globally.

2. Historical financial information

The following unaudited financial information pertaining to RemainCo has been extracted, without material adjustment, from the consolidation schedules used in preparing the THG audited consolidated financial statements for the years ended 31 December 2022 and 31 December 2023, as well as the interim condensed consolidated results for the six months ended 30 June 2023 and 30 June 2024.

The financial information has been prepared consistently, applying UK-adopted IFRS accounting principles as used in THG's published consolidated financial statements for those periods, except for the adoption of new standards effective from 1 January 2024. The Group has also not early adopted any standard, interpretation, or amendment that has been issued but is not yet effective.

The financial information does not constitute statutory accounts within the meaning of section 434(3) of the Companies Act. The audited consolidated statutory accounts of THG for the years ended 31 December 2022 and 31 December 2023 have been delivered to the Registrar of Companies. The interim condensed consolidated results for the six months ended 30 June 2024 were published by RNS on 17 September 2024.

Shareholders should read the whole of this document and not rely solely on the financial information contained in this Part III.

	12 months ended 30 June 2023	12 months ended 31 December 2023	12 months ended 30 June 2024
	£'000	£'000	£'000
Revenue	1,975,937	1,879,866	1,835,317
Cost of sales	(1,170,506)	(1,066,786)	(1,043,069)
Gross profit	805,431	813,081	792,248
Distribution costs	(302,392)	(274,914)	(255,829)
Administrative costs	(441,589)	(435,051)	(439,131)
Adjusted EBITDA	61,450	103,115	97,287
Depreciation	(27,508)	(24,059)	(23,095)
Amortisation	(70,395)	(69,958)	(66,097)
Exceptional items	(236,409)	(31,440)	(33,974)
Share based	(18,049)	(16,723)	(17,325)
payments
Operating profit	(290,912)	(39,065)	(43,204)

Finance income	6,250	12,878	12,751
Finance costs	(60,745)	(65,898)	(65,618)
Profit before taxation	(345,407)	(92,085)	(96,072)

2.1 Historical profit and loss statement

12 months ended 31 December 2023

RemainCo generated revenue of £1.9 billion, which represented a –9.1 per cent. decrease year on year, principally driven by the strategic decision to exit several non-profitable legacy brands within THG Beauty and THG Nutrition, along with successfully executing the sale of THG OnDemand and ProBikeKit. On a continuing constant currency basis, THG Beauty revenue decreased by –3.0 per cent., while THG Nutrition sales were flat. This decrease was primarily driven by the decision to prioritise higher-margin sales that do not deliver target profitability which led to a stronger margin performance and within THG Beauty, the impact of the one-time destocking across the sector which is not expected to recur in 2024.

RemainCo delivered a gross margin of 43.3 per cent., which represented an improvement of c.250bps on the last twelve months to June 2023.

Distribution costs of £274.9 million were 14.6 per cent. of revenue. Distribution costs as a percentage of revenue have reduced in recent periods, with this largely driven by automation within the global fulfilment network and network localisation. Administrative costs of £435.1 million were incurred, with this largely comprised of marketing and payroll costs. Administrative costs as a percentage of revenue is expected to reduce marginally in future periods, driven by the delivery of operating leverage as the businesses scale.

RemainCo delivered adjusted EBITDA of £103.1 million in FY 2023 (5.5 per cent. margin).

2.2 Historical cash flow

	12 months to
	31 December
	2023
	RemainCo
	£'000
Adjusted EBITDA	103,115
Working capital	75,273
Tax paid	(5,086)
Adjusting items	(11,294)
Net cash generated from operations	162,009
Purchase of property, plant and equipment	(12,511)
Purchase of intangible assets	(20,830)
Proceeds from sale of property, plant and equipment	8,450
Repayment of lease liabilities	(21,947)
Interest paid	(34,916)
Free cash flow	80,254
Acquisition of subsidiaries net of cash acquired	(16,319)
Repayment of borrowings	(25,000)
Total divisional cash flow	38,936
Intercompany	(94,553)
Net decrease of cash and cash equivalents	(55,617)

RemainCo generated an operating cash flow inflow after adjusting items of £162.0 million in FY 2023, driven by adjusted EBITDA of £103.1 million and a working capital inflow of £75.3 million. The working capital inflow was driven by a reduction in inventory, which will not recur to the same degree in future periods, owing to inventory now returning to normalised levels.

RemainCo incurred one-off cash adjusting items of £11.3 million in FY 2023, which included a loss on a property portfolio restructure as offices and warehouses were consolidated, elevated transport costs owing to geopolitical events as well as restructuring and other legal and professional costs.

Capital expenditure of £33.3 million was incurred in FY 2023, which included a number of one-off manufacturing projects with capital expenditure expected to fall to c.£20 million in FY 2024. RemainCo also benefited from a £8.5 million inflow from the disposal of non-core properties during FY 2023. No material property disposals are anticipated in future periods.

Lease payments of £21.9 million were incurred in FY 2023, which relate to the utilisation of office, manufacturing and warehouse facilities in the UK, US and Europe. 3

Corporation Tax of £5.1 million was paid in FY 2023, with the amount paid reduced due to the utilisation of historical tax losses.

Net interest paid of £34.9 million relates to interest payments on the term loans, with interest payments partially offset by interest received on cash balances.

RemainCo generated £80.3 million of free cash flow in FY 20234 , before acquisitions and debt capital payments.

³ Lease payments have been adjusted on a proforma basis to align to the structure post Demerger.

⁴ RemainCo Free Cash Flow differs from that reported on 10 October 2024 ("Update on Ingenuity Demerger and Proposed Placing") to reflect the transfer of specific leased assets and operational activities of THG Experience at the point of demerger, which had historically been reported as part of THG Beauty.

A debt repayment of £25.0 million was made in FY 2023, which represents the payment of a proportion of principal on the term loan A. A further repayment of £22.5 million was made in October 2024, which represents a further repayment of principal on the term loan A.

£16.3 million was incurred on acquisitions during FY 2023, which largely related to the acquisition of Biossance, a prestige US skincare brand that is retailed through its direct to consumer website, THG Beauty's retail websites, and leading beauty retailers.

After acquisitions and debt repayments, RemainCo generated £38.9 million of cash.

3. Guidance, capital structure and capital allocation

Over the medium term, RemainCo expects to deliver annual mid to high-single digit revenue growth underpinned by the strength of its category-leading brands, and the substantial and expanding addressable markets in which they operate. RemainCo is targeting an adjusted EBITDA margin over the medium term which is broadly consistent with historical levels (c.9 per cent.), whilst reflecting the Demerger.

RemainCo's free cash flow significantly improves post completion of the Demerger, as historically cash generated by RemainCo has been used to finance capital expenditure incurred by IngenuityCo.

Capital expenditure is expected to fall to c.£20 million in FY 2024 from £33.4 million in FY 2023.

The Demerger will also involve £298 million of lease liabilities being transferred with IngenuityCo. Pro forma for the Demerger, cash lease payments of c.£22 million are expected in FY 2024 and in subsequent years, comprising the re-attribution of leases and new sub-leases being created to reflect the utilisation of THG properties as at the point of Demerger. The transfer of lease liabilities will also reduce gross debt (inclusive of lease liabilities), which should be received positively by credit ratings agencies.

RemainCo's future cash generation will enable a measured reduction in net leverage, with RemainCo targeting continued progression to a neutral net cash / net debt position over the medium term.

Due to its strong underlying free cash flow generation, RemainCo will maintain the flexibility to declare dividends, and pursue share buybacks in future periods. RemainCo will also reinvest in selected strategic growth opportunities including M&A, contingent upon meeting an acceptable return on investment and internal hurdle rate. Strategic and value-enhancing/margin-accretive acquisitions will only be pursued where these are deemed compelling vs. other capital allocation options.

In addition, RemainCo's planned step up to the equity shares (commercial companies) category of the Official List, would make RemainCo eligible for index inclusion, which is expected to improve passive investment flows and liquidity.

PART IV PRO FORMA BALANCE SHEET

1. Summary

The following unaudited pro forma balance sheet of RemainCo and the unaudited pro forma balance sheet of IngenuityCo and related notes for both RemainCo and IngenuityCo (the "Unaudited Pro Forma Financial Information") have been prepared to illustrate the effect of the Demerger and associated transactions on the consolidated net assets as if the Transaction had taken place on 30 June 2024. Key adjustments effected have been set out below.

The Unaudited Pro Forma Financial Information is based on the consolidated net assets of THG as at 30 June 2024, set out in the interim condensed consolidated financial information of THG as published by RNS on 17 September 2024. The interim condensed consolidated financial information does not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group's annual consolidated financial statements for the year ended 31 December 2023, prepared in accordance with UK adopted IFRSs except for the adoption of new standards effective as of 1 January 2024. The Unaudited Pro Forma Financial Information does not include the adoption of any standard, interpretation or amendment that has been issued but is not yet effective.

The Unaudited Pro Forma Financial Information has been prepared for illustrative purposes only and illustrates the impact of the Demerger and associated transactions as if they had been undertaken at an earlier date. As a result, the hypothetical financial position or results included in the Unaudited Pro Forma Financial Information may differ from the actual financial position or results of both RemainCo and Ingenuity.

The Unaudited Pro Forma Financial Information does not constitute statutory financial statements within the meaning of section 434 of the Companies Act, as amended from time to time.

Shareholders and potential investors should read the whole of this document and not rely solely on the information in this Part IV.

	1)	2)	3)	4)
	IngenuityCo 30 June 2024	Transaction Inflow	New sub Leases	Intercompany Adjustment	Pro forma IngenuityCo
	£'000	£'000	£'000	£'000	£'000
Non-current assets
Intangible assets	147,673				147,673
Property, plant and equipment	193,834				193,834
Right-of-use asset	261,307		(82,295)		179,012
Investments	1,400				1,400
Lease receivable	20,329		82,295		102,623
	624,542	-	-	-	624,542
Current assets
Inventories	9,270				9,270
Trade and other receivables	161,541				161,541
Other financialassets	300				300
Cash and cash equivalents	8,792	79,108			87,900
	179,903	79,108	-	-	259,011
Total assets	804,445	79,108	-	-	883,553

Liabilities:
Lease liabilities	298,443				298,443
Provisions	15,044				15,044
Deferred tax	7,228				7,228
Contractliability	8,372				8,372
Trade and other payables	894,813			(661,737)	233,076

2. IngenuityCo Pro Forma Balance Sheet

	1)	2)	3)	4)
	IngenuityCo 30 June 2024	Transaction Inflow	New sub Leases	Intercompany Adjustment	Pro forma IngenuityCo
Current tax liability	(14,318)				(14,318)
Total liabilities	1,209,583	-	-	(661,737)	547,846
	-			-	-
Net (Liabilities)/Assets	(405,138)	79,108	-	661,737	335,706

1) The net assets of IngenuityCo at 30 June 2024 have been extracted from management records. An adjustment has been made to reallocate certain net assets of THG Experience (previously reported within THG Beauty) that will be demerged along with the re-attribution of leases to reflect the perimeter of the transaction.
2) Transaction cash transfer: IngenuityCo to be funded with £88 million of opening cash, with the transaction inflow being an illustrative adjustment to IngenuityCo's reported cash as at 30 June 2024 to align to this position.
3) Lease adjustments: This adjustment reflects the entering into of new distribution centre subleases between IngenuityCo and RemainCo to reflect the post Demerger structure.
4) Intercompany Reclassification: Adjustments have been made to reflect intercompany balances between RemainCo and IngenuityCo previously eliminated on consolidation where these will revert to trade and operational commitments post Demerger, consistent with the arm's length contracts between the respective parties. These balances will be settled in the normal course of business. Adjustments have been made for the waiver by RemainCo of net intercompany funding which will fall outside of trading activities. A completion accounts process will be conducted between RemainCo and IngenuityCo post Demerger to reflect a normalised working capital position.

	1) Group PLC	2) Pro Forma IngenuityCo 30 June 2024	3) 2024 Equity Raise	4) Trans action costs	5) Inter company Adjustment	RemainCo
	30-Jun-24					30-Jun-24
	£'000	£'000	£'000	£'000	£'000	£'000
Non current assets
Intangible assets	1,185,284	(147,673)				1,037,611
Property, plant and equipment	263,375	(193,834)				69,541
Right-of-use asset	286,786	(179,012)				107,774
Investments Other non current financial assets	1,400 8,413	(1,400) -				- 8,413
Lease Receivable		(102,623)			102,623	-
	1,745,258	(624,542)	-	-	102,623	1,223,339
Current assets
Inventories	298,909	(9,270)				289,639
Tradeand other receivables	244,830	(161,541)			94,277	177,567

3. RemainCo Pro Forma Balance Sheet

	1)	2) Pro Forma	3) 2024	4) Trans	5) Inter
	Group	IngenuityCo	Equity	action	company
	PLC	30 June 2024	Raise	costs	Adjustment	RemainCo
Other financial assets	5,318	(300)				5,018
Cash and cash equivalents	287,711	(87,900)	95,414	(7,500)		287,725
	836,768	(259,011)	95,414	(7,500)	94,227	759,949
Total assets	2,582,026	(883,553)	95,414	(7,500)	196,901	1,983,288
Liabilities
Borrowings	640,522	-				640,522
Lease liabilities	334,728	(298,443)			102,623	138,908
Provisions	24,966	(15,044)				9,922
Derivative financial liabilities	28,550					28,550
Deferred tax	53,405	(7,228)				46,177
Contract liability	23,520	(8,372)				15,148
Tradeand other payables	542,800	(233,076)			94,277	404,001
Other financial liabilities	17,121	-				17,121
Current tax liability	3,224	14,318				17,542
Total Liabilities	1,668,836	(547,846)	-	-	196,901	1,317,891
Net Assets	913,190	(335,706)	95,414	(7,500)	-	665,397

Notes:

1) The net assets of THG PLC as at 30 June 2024 have been extracted without material adjustment from the previously reported interim condensed consolidated financial statements for the six months ended 30 June 2024.
2) The pro forma net assets of IngenuityCo as at 30 June 2024, as defined above under the heading "IngenuityCo Pro Forma Balance Sheet".
3) 2024 Equity Raise: Gross proceeds of £95.4 million were raised in the Fundraise.
4) Transaction Fees: Aggregate corporate finance, legal, accounting, tax and professional service fees expected to be incurred in relation to the Fundraise and the Demerger.
5) Intercompany Reclassification: Adjustments have been made to reflect intercompany balances between RemainCo and IngenuityCo previously eliminated on consolidation where these will revert to trade and operational commitments post Demerger, consistent with the arm's length contracts between the respective parties. These balances will be settled in the normal course of business. Adjustments have been made for the waiver by RemainCo of net intercompany funding which will fall outside of trading activities. A completion accounts process will be conducted between RemainCo and IngenuityCo post Demerger to reflect a normalised working capital position.

PART V SUMMARY OF INGENUITY SHAREHOLDERS' AGREEMENT

1. Economic Rights

The Ingenuity Shares are unlisted ordinary shares in the capital of IngenuityCo, which will rank equally as regards to the right to vote at general meetings and the right to receive and retain dividends and other distributions declared, made or paid by, on or after the completion of the Demerger.

2. Board Voting and Quorum

Each director on the board of IngenuityCo (the "Ingenuity Board") will have one vote and resolutions of the Ingenuity Board will be passed by a simple majority (other than in respect of Board Reserved Matters, as defined below).

Any holder of Ingenuity Shares (an "Ingenuity Shareholder") who holds equal to or greater than 20 per cent. but less than 50 per cent. of the Ingenuity Shares (but excluding any Ingenuity Shareholder who becomes or qualifies as a Super Qualifying Shareholder (defined below) or is an affiliate of a Super Qualifying Shareholder) ("Qualifying Shareholder") shall have the right to appoint one director to the Ingenuity Board.

Any Ingenuity Shareholder who holds equal to or greater than 50 per cent. of the Ingenuity Shares (either alone or in aggregate with any of its affiliates) or, in the absence of any such shareholder, the shareholder holding the greatest number of ordinary shares (the "Super Qualifying Shareholder"), shall have the right to appoint two directors to the Ingenuity Board.

A meeting of the Ingenuity Board will be quorate provided at least one director appointed by each Super Qualifying Shareholder, and one director appointed by each Qualifying Shareholder (if applicable), are present.

Further provisions in respect of decision making and quorum of the Ingenuity Board are set out in the Ingenuity Shareholders' Agreement and the Ingenuity Articles.

3. Ingenuity Governance

On a written shareholder resolution or on a poll at a general meeting of IngenuityCo, each Ingenuity Shareholder will have one vote for each Ingenuity Share held.

Certain matters (the "Supermajority Shareholder Reserved Matters") will require the prior written approval of the Super Qualifying Shareholder(s), including issuing any shares or other securities in the capital of IngenuityCo, any return of capital in respect of shareholder instruments of IngenuityCo, making any dividends or distributions, proceeding to an initial public offering ("IPO") of IngenuityCo, amending the rights attaching to the Ingenuity Shares, any voluntary dissolution, liquidation or winding up of IngenuityCo, amending the terms of the Ingenuity Shareholders' Agreement or any provision of the constitutional documents of any member of IngenuityCo's group, providing funding from Ingenuity Shareholders (or their affiliates), entering into any merger, schemes of arrangement, acquisition, consolidation, amalgamation, restructuring or reconstitution, approving any drag-along right, changing the tax residency of IngenuityCo or changing the nature or scope of the business or commencing a new business not ancillary or incidental to the business.

A number of matters (the "Board Reserved Matters") will require the approval of a director appointed by the Super Qualifying Shareholder(s) at a meeting of the Ingenuity Board, including entry into certain third party agreements, approving business plans or budgets, certain commitments of capital in excess of set thresholds, disposing of material assets, entering into debt arrangements and shareholder loans, granting encumbrances, changing the fiscal year end, appointing and removing directors and auditors, establishing board committees, and settling or approving litigation for claims over a certain threshold.

Further details of the Board Reserved Matters are set out in the Ingenuity Shareholders' Agreement.

4. Information Rights

Each Ingenuity Shareholder will be entitled to receive the audited consolidated accounts of IngenuityCo no later than nine months after the relevant financial year end.

Each Ingenuity Shareholder who holds not less than five per cent. of the Ingenuity Shares will be entitled to receive (i) the monthly management accounts for IngenuityCo no later than 30 business days after the relevant month end, and (ii) all information that such Ingenuity Shareholder may reasonably require for its tax, antitrust, legal or regulatory purposes.

Each Ingenuity Shareholder who holds not less than twenty per cent. of the Ingenuity Shares will be entitled to receive any information in the possession, or under the control, of IngenuityCo which such Ingenuity Shareholder may reasonably request.

5. Pre-emption

If IngenuityCo proposes to issue new shares or other securities in IngenuityCo, for cash, then each Ingenuity Shareholder shall be entitled to participate in the issue pro rata to the proportion of Ingenuity Shares it holds, excluding the following issues:

to actual or potential employees (either directly or indirectly) which dilute the interest of the Ingenuity Shareholders pro rata;
for non-cash consideration on the acquisition of, or merger with, all or part of another business, undertaking, company or assets, which dilute the interest of the holders of Ingenuity Shares pro rata; or
in connection with an IPO or a pre-IPO reorganisation.

In the event of an emergency issuance, any pre-emption right may instead be in the form of a catch-up right. The Ingenuity Shareholder shall not lose any of the rights set out in the Ingenuity Shareholders' Agreement as a result of its percentage shareholding in IngenuityCo being diluted whilst the catch-up process is pending.

6. Transfer

6.1 Matched Bargain Facility

Ingenuity Shareholders will be able to transfer their Ingenuity Shares to other holders of Ingenuity Shares, or to a third party approved by the Ingenuity Board, pursuant to a matched bargain facility which will be provided by JP Jenkins. Each shareholder will be permitted to transfer (alone or in a series of transactions) Ingenuity Shares not exceeding 3 per cent. of the total share capital of IngenuityCo in aggregate, with the price for the Ingenuity Shares being determined by the transacting shareholders. Further information on the matched bargain facility is set out in paragraph 8 (Matched Bargain Facility) of this document.

6.2 Right of first refusal

Other than with respect to the matched bargain facility, or a transfer pursuant to the drag and tag rights described below in the case of a proposed transfer of Ingenuity Shares, if any Ingenuity Shareholder intends to sell all or part of its Ingenuity Shares (in each case, the "Selling Shareholder") to a third party purchaser, then such Selling Shareholder must first offer such Ingenuity Shares on the same terms and conditions to the Super Qualifying Shareholders and Qualifying Shareholders (if any). The Super Qualifying Shareholders and Qualifying Shareholders will have 60 calendar days from receipt of the offer to accept or reject the offer of the Selling Shareholder. If more than one Super Qualifying Shareholder and/or Qualifying Shareholder accepts the offer, then each Super Qualifying Shareholder and Qualifying Shareholder shall be allocated the Ingenuity Shares subject to the offer pro rata to the proportion of Ingenuity Shares they hold.

If the Selling Shareholder does not receive a response or an acceptance from a Super Qualifying Shareholder or Qualifying Shareholder in respect of all of the Ingenuity Shares subject to the offer, the Selling Shareholder must offer the remaining shares to the other holders of Ingenuity Shares (the "Remaining Shareholders"), repeating the process set out above (but with the Remaining Shareholders rather than the Super Qualifying Shareholders and Qualifying Shareholders).

If the Selling Shareholder does not receive a response or an acceptance from a Remaining Shareholder in respect of all of the Ingenuity Shares subject to the offer, the Selling Shareholder may enter into definitive documentation with a third-party purchaser for the sale of its Ingenuity Shares.

6.3 Tag right

If the Selling Shareholder proposes to transfer over 20 per cent. of its Ingenuity Shares to a third party, the other Ingenuity Shareholders shall have a customary pro rata "tag" right entitling them to transfer, on the same terms and conditions as the Selling Shareholder, a number of its Ingenuity Shares which is pro rata to the proportion of Ingenuity Shares being sold by the Selling Shareholder.

6.4 Drag right

If at least 50 per cent. of the holders of Ingenuity Shares approve the sale of IngenuityCo to a third party purchaser, all other holders of Ingenuity Shares shall be required to sell and transfer their interests in IngenuityCo on the same terms and conditions as the other holders of Ingenuity Shares to such third party purchaser at the same time.

6.5 Other transfer restrictions

Further provisions in respect of certain other customary transfer restrictions (including, but not limited to, in respect of the identity of the proposed transferee and requirements in respect of compliance with anti-money laundering, anti-bribery and corruption and anti-sanctions checks, adherence to the Ingenuity Shareholders' Agreement and receipt of necessary regulatory approvals (if applicable)) are set out in the Ingenuity Shareholders' Agreement and the Ingenuity Articles.

PART VI NOTICE OF GENERAL MEETING

THG PLC

(Registered in England and Wales with company number 06539496)

Notice is hereby given that a General Meeting of the Company will be held at 12 noon on 27 December 2024 at the offices of Clifford Chance LLP, 10 Upper Bank Street, London E14 5JJ for the purposes of considering and, if thought fit, passing the following resolution (the "Resolution"), which will be proposed as a special resolution.

Terms used but not defined in this Notice of General Meeting shall have the definitions given to them in the circular to shareholders in the Company dated 28 November 2024 of which this Notice of General Meeting forms part.

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.

BY ORDER OF THE BOARD

James Pochin Company Secretary

28 November 2024

Registered Office: Icon 1 7-9 Sunbank Lane Ringway Altrincham United Kingdom WA15 0AF

NOTES TO THE NOTICE OF THE MEETING

Attending the General Meeting

To be entitled to attend and vote at the General Meeting (and for the purpose of the determination by the Company of the votes they may cast), Shareholders must be registered in the Register of Members of the Company at 6.30 p.m. on 23 December 2024 (or, in the event of any adjournment, 6.30 p.m. on the date which is two days before the time of the adjourned General Meeting, excluding non-working days). Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the General Meeting.

Shareholder participation

In accordance with the Companies Act, any member attending the General Meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the General Meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the General Meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the General Meeting that the question be answered.

Appointment of proxies

Your Board strongly encourages you to vote by proxy. You can cast your vote online at www.shareview.co.uk or by post using a proxy card if you have been sent one. Further details regarding proxy voting can be found below.

Members are entitled to appoint one or more proxies (who need not be a member of the Company) to exercise all or any of their rights to attend, speak and vote at the General Meeting. The Company's articles of association provide that:

a member may appoint more than one proxy in relation to a general meeting, provided that each proxy is appointed to exercise the rights attached to different shares held by the member; and
if a member submits more than one valid proxy appointment in respect of the same share, the appointment received last (regardless of its date or the date on which it is signed) before the latest time for the receipt of proxies will take precedence. If it is not possible to determine the order of receipt, none of the forms will be treated as valid.

A vote withheld is not a vote in law, which means that the vote will not be counted in the proportion of votes "for" and "against" the Resolution. Where a proxy has been appointed by a member, if such member does not give any instructions in relation to that Resolution that member should note that their proxy will have authority to vote on the Resolution as he/she thinks fit.

Any power of attorney or any other authority under which the Form of Proxy is signed (or a duly certified copy of such power or authority) must be included with the Form of Proxy. In the case of a member which is a company, the Form of Proxy should either be sealed by that company or signed by someone authorised to sign it.

A Form of Proxy which may be used to make such appointment and give proxy instructions accompanies this Notice of General Meeting. If you do not have a Form of Proxy and believe that you should have one, or if you require additional Forms of Proxy, please contact the Registrar on +44 (0) 371 384 2030 (calls from outside the UK will be charged at the applicable international rate and different charges may apply to calls from mobile telephones). Lines are open between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday. Please note that calls to this number may be monitored or recorded.

To be valid, Forms of Proxy must be lodged by one of the following methods by 12 noon on 23 December 2024:

• in hard copy form by post to the Company's Registrar at Equiniti Limited, Aspect House, Spencer Road, Lancing, BN99 6DA;

in the case of CREST Members or CREST Personal Members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out below;
in the case of institutional investors, via Proxymity; or
by submitting your proxy appointment electronically via the internet at www.shareview.co.uk.

CREST Members

CREST Members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by utilising the procedures described in the CREST Manual (available via www.euroclear.com/about/en/business/Keylegaldocuments.html). CREST Personal Members or other CREST sponsored members, and those CREST Members who have appointed a voting service provider(s), should refer to their CREST Sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & International Limited's ("Euroclear") specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the Registrar (ID: RA19) by 12 noon on 23 December 2024.

For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST Members and, where applicable, their CREST Sponsors, or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST Member concerned to take (or, if the CREST Member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that their CREST Sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST Members and, where applicable, their CREST Sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat an instruction as invalid in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 (as amended).

Proxymity platform

If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 12 noon on 23 December 2024 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.

Nominated persons and information rights

Any person to whom this Notice of General Meeting is sent who is a person nominated under Section 146 of the Companies Act to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the Shareholder by whom he/she was nominated, have the right to appoint the Chair of the General Meeting as its proxy for the General Meeting.

If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the Shareholder as to the exercise of voting rights. However, the statement of the rights of shareholders in relation to the appointment of proxies described above does not apply to Nominated Persons. The rights described in those paragraphs can only be exercised by Shareholders.

Joint holders and corporate representatives

In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Register of Members in respect of the joint holding (the first-named being the most senior). Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

Share capital

As at close of business on 26 November 2024 (being the latest practicable date prior to the date of this Notice of General Meeting) the Company's issued share capital consisted of 1,525,764,626 ordinary shares of £0.005 each ("Ordinary Shares"), 56,082,651 D1 ordinary shares of £0.005 each, 17,441 D2 ordinary shares of £1.00 each, 48,791,226 E ordinary shares of £0.005 each, 26,771,437 F ordinary shares of £0.005 each, 16,950,387 G ordinary shares of £0.005 each, 317,613 deferred 1 shares of £0.005 each and 21,563,860 deferred 2 shares of £0.005 each. The Company does not hold any shares in treasury.

Only the Ordinary Shares are voting shares and each such Ordinary Share carries one vote per Ordinary Share. Accordingly, the total number of voting rights in the Company as at 26 November 2024 was 1,525,764,626.

Queries and access to information

Except as provided above, members who have general queries about the General Meeting should use the following means of communication (no other methods of communication will be accepted): calling the Registrar's shareholder helpline on +44 (0) 371 384 2030 (calls from outside the UK will be charged at the applicable international rate and different charges may apply to calls from mobile telephones). Lines are open between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday. Please note that calls to this number may be monitored or recorded. You may not use any electronic address provided either (a) in this Notice of General Meeting, or (b) in any related documents (including the Chair's letter and Form of Proxy) to communicate with the Company for any purposes other than those expressly stated.

A copy of this Notice of General Meeting, and other information required by Section 311A of the Companies Act, can be found at https://www.thg.com/investor-relations/ingenuity-demerger. If you would like to request a copy of this Notice of General Meeting in an alternative format such as in large print or audio, please contact the Company's Registrar.

PART VII DEFINITIONS

The following definitions and terms apply throughout this document unless otherwise stated or the context requires otherwise:

"Articles"	the articles of association of the Company
"B Share"	a class B ordinary share of 0.005 pence in the capital of the Company, carrying the rights and being subject to the restrictions set out in Resolution 1(a) of the Notice of General Meeting
"B Share Redesignation"	the redesignation of and variation of the rights and restrictions attaching to certain existing Ordinary Shares in respect of which Shareholders have made valid elections to create a new class of B Shares
"B Shareholder"	a holder of B shares, being an Electing Shareholder whose Ordinary Shares have been redesignated as B Shares pursuant to the B Share Redesignation
"Board Reserved Matters"	has the meaning set out in paragraph 3 (Ingenuity governance) of Part V of this document
"Business Day"	a day (other than Saturdays, Sundays and public holidays in the United Kingdom) on which banks are open for business in London
"Companies Act"	the Companies Act 2006, as amended from time to time
"Company" or "THG"	THG PLC, a company registered in England and Wales with company number 06539496
"CREST"	the system for paperless settlement of trades and the holding of uncertificated shares administered through Euroclear in accordance with the Crest
	Regulations
"CREST Manual"	the Manual, as amended from time to time, produced by Euroclear describing the CREST system and supplied by Euroclear to users and participants thereof
"CREST Member"	a person who has been admitted by Euroclear as a system member (as defined in the CREST Regulations)
"CREST Participant"	a person who is, in relation to CREST, a system participant (as defined in the CREST Regulations)
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended from time to time
"CREST Sponsor"	a CREST Participant admitted to CREST as a CREST Sponsor

"Data controller"	a data controller is a person, company, or other body that decides the means and purpose of personal data processing under GDPR
"Demerger"	the demerger by the Company of IngenuityCo, to be effected pursuant to the B Share Redesignation and the Ingenuity Distribution
"Demerger Agreement"	has the meaning set out in paragraph 2.4 (Demerger Agreement) of Part I of this document
"Demerger Ratio"	has the meaning set out in paragraph 2.5 (Demerger) of Part I of this document
"Directors" or "Board"	the board of directors of the Company as at the date of this document
"Electing Ordinary Share"	an Ordinary Share in respect of which a valid election for B Shares has been made by an Electing Shareholder
"Electing Shareholder"	a Shareholder that submits a valid Form of Election or TTE Instruction by the Election Return Time
"Election Return Time"	1.00 p.m. on 19 December 2024
"Escrow Agent"	Equiniti Limited (in its capacity as a CREST participant)
"Euroclear"	Euroclear UK & International Limited, a company incorporated in England and Wales with registered number 02878738, whose registered office is at 33 Cannon Street, London EC4M 5SB, the operator of CREST
"EY"	Ernst & Young LLP
"Form of Election"	the form of election accompanying this document by which Shareholders, holding their ordinary shares in consolidated form may elect to redesignate certain of their Ordinary Shares as B Shares
"Form of Proxy"	the form of proxy accompanying this document to be used in connection with the General Meeting
"FSMA"	the Financial Services and Markets Act 2000 (as amended from time to time)
"Fundraise"	has the meaning set out in paragraph 1 (Introduction) of Part I of this document
"FY 2023"	the financial year ended 31 December 2023
"FY 2024"	the financial year ending 31 December 2024
"FY 2025"	the financial year ending 31 December 2025
"General Meeting"	the general meeting of the Company to be held at 12 noon on 27 December 2024 at the offices of Clifford Chance LLP, 10 Upper Bank Street, London E14 5JJ, notice of which is set out in Part II of this document

"Guaranteed Entitlement"	the number of Ingenuity Shares as is equal to the number of Ordinary Shares represented by 13.4 per cent. of a Shareholder's total holding of Ordinary Shares
"Ingenuity Board"	has the meaning set out in paragraph 2 (Board Voting and Quorum) of Part V of this document
"Ingenuity Distribution"	the distribution in specie of Ingenuity Shares to B Shareholders
"Ingenuity Shareholder"	has the meaning given to it in paragraph 2 (Board Voting and Quorum) of Part V of this document
"Ingenuity Shareholders' Agreement"	has the meaning set out in paragraph 9 of Part I of this document
"Ingenuity Shares"	an ordinary share in the capital of IngenuityCo, with a nominal value of £1.00 each as at the date of this document
"IngenuityCo"	The Hut.com Limited, a company incorporated in England and Wales with registered number 05016010, whose registered office is at Icon 1 7-9 Sunbank Lane, Ringway, Altrincham WA15 0AF
"JP Jenkins"	Infinitx Limited, trading as JP Jenkins, the provider of a matched bargain facility to IngenuityCo
"Latest Practicable Date"	26 November 2024, being the latest practicable date prior to the date of this document
"London Stock Exchange"	the London Stock Exchange plc or its successor
"Notice of General Meeting"	the notice convening the General Meeting set out in Part II of this document
"Ordinary Shares"	ordinary shares of 0.005 pence each in the capital of the Company
"Payment Date"	the payment date in respect of the Ingenuity Distribution, being 2 January 2025
"Qualifying Shareholder"	has the meaning given to it in paragraph 2 (Board Voting and Quorum) of Part V of this document
"Register of Members"	the Company's register of members
"Registrar"	Equiniti Limited
"RemainCo"	THG and each of its remaining subsidiary undertakings, following completion of the Ingenuity Distribution
"Remaining Shareholders"	has the meaning given to it in paragraph 6.2 (Right of First Refusal) of part V of this document
"Resolution"	the special resolution to be proposed at the General Meeting as set out in the Notice of General Meeting
"Selling Shareholder"	has the meaning given to it in paragraph 6.2 (Right of First Refusal) of part V of this document
"Shareholder"	a holder of one or more Ordinary Shares

"Super Qualifying Shareholder"	has the meaning set out in paragraph 2 (Board Voting and Quorum) of Part V of this document
"Supermajority Shareholder Reserved Matter"	has the meaning set out in paragraph 3 (Ingenuity governance) of Part V of this document
"THG Beauty"	a leading digital strategic player within the prestige beauty market, combining its portfolio of owned brands across skincare, haircare and cosmetics, with the provision of a global route to market for over 1,300 third-party beauty brands sold through its online retail sites, including Lookfantastic, Cult Beauty and Dermstore, complemented by product innovation and manufacturing capabilities
"THG Experience"	prestige event and experience venues previously included within the THG Beauty business in support of the Group's influencer marketing. Certain leased assets and operational activities will be transferred to IngenuityCo at completion of the Demerger
"THG Group"	the Company, together with its subsidiaries and subsidiary undertakings as at the date of this document
"THG Nutrition"	a digital-first health and wellness brand group and manufacturer, including the world's largest online sports nutrition brand Myprotein. Primarily an online D2C retailer of sports nutrition supplements, vitamins, bars and snacks, drinks and activewear, with an evolving multi-channel revenue model (including licensing)
"THG OnDemand"	a group of entertainment retail websites that includes Zavvi, IWOOT and Pop in a Box
"TTE Instruction"	a transfer to escrow instruction submitted by a Shareholder electronically through CREST
"UK Shareholder"	has the meaning given to it in paragraph 10 (United Kingdom Taxation) of Part I of this document
"United Kingdom" or "UK"	the United Kingdom of Great Britain and Northern Ireland
"Voting Record Time"	6.30 p.m. on 23 December 2024 or, if the General Meeting is adjourned, 6.30 p.m. on the day that is not later than 48 hours (excluding any part of a day that is not a Business Day) before the date of such adjourned meeting

For the purposes of this document, all references to "GBP", "£" and "pence" are to the lawful currency of the United Kingdom.

All the times referred to in this document are London times unless otherwise stated.

Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.

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THG PLC — Proxy Solicitation & Information Statement 2024

5041_rns_2024-11-28_78bc7f32-cc6c-4a42-b2d5-8db2e00f3dcc.pdf

THG PLC

Notice of General Meeting

Important notices

Forward-looking statements

Publication on website and availability of hard copies

Rounding

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Notes:

PART I LETTER FROM THE CHAIR OF THG PLC

Directors

Proposed Demerger of Ingenuity

Notice of General Meeting

1. Introduction

2. Background to and reasons for the Demerger

2.1 RemainCo and IngenuityCo

2.2 Governance

RemainCo

IngenuityCo

2.3 Transitional services

2.4 Demerger Agreement

2.5 Demerger

2.6 Valuation and Guaranteed Entitlement

3. Recommendation

3.1 Risks of electing for the B Share Redesignation and Ingenuity Distribution

4. Irrevocable Undertakings

5. Procedure to elect for the Demerger

5.1 Shareholders who make an election

5.2 Shareholders who make no election

5.3 Ordinary Shares held in certificated form

If you wish to retain all Ordinary Shares that you hold at the Election Return Time and you do not wish to make an election for the Ingenuity Distribution, do not return the Form of Election.

Completing your Form of Election

Name(s) of Shareholder(s)

Number of Ordinary Shares held

How Shareholders may elect to partake in the B Share Redesignation and Ingenuity Distribution

5.4 Ordinary Shares held in uncertificated form (CREST)

The Ingenuity Shares will be capable of settlement within CREST in uncertificated form.

5.5 General

6. Procedure for the Ingenuity Distribution

7. Subdivision and cancellation of IngenuityCo issued share capital

8. Matched Bargain Facility

9. Ingenuity Shareholders' Agreement

10. United Kingdom Taxation

10.1 The B Share Redesignation

Chargeable gains

Stamp duty and stamp duty reserve tax

10.2 The Ingenuity Distribution

Income

Chargeable gains

Stamp duty and stamp duty reserve tax

10.3 Conversion of B Shares into Deferred 1 Shares and repurchase and cancellation of the Deferred 1 Shares by the Company

Chargeable gains

Stamp duty and stamp duty reserve tax

11. General Meeting and Resolution

12. Action to be taken

13. Questions

PART II INFORMATION ON INGENUITYCO

1. IngenuityCo Summary

2. Background to Demerger

3. Management, governance and transitional services

3.1 Board composition and management

3.2 Separation process and Transitional Services Agreements

3.3 Ongoing services and governance

4. Historical financial information

4.1 Profit and loss statement

5. Historical cash flow

12 months ended 31 December 2023

6. Guidance, capital structure and capital allocation

7. IngenuityCo share capital

PART III INFORMATION ON REMAINCO

1. Summary

1.1 THG Beauty

1.2 THG Nutrition

2. Historical financial information

2.1 Historical profit and loss statement

12 months ended 31 December 2023

2.2 Historical cash flow

3. Guidance, capital structure and capital allocation

THG PLC Proxy Solicitation & Information Statement 2024