THG PLC — Proxy Solicitation & Information Statement 2024

Nov 28, 2024

ADMISSION CARD

THG PLC (THE "COMPANY") GENERAL MEETING You may submit your proxy electronically at www.shareview.co.uk

Shareholder Reference Number:

Barcode:

Relating to the General Meeting of the Company to be held at the offices of Clifford Chance LLP, 10 Upper Bank Street, London, E14 5JJ on Friday 27 December 2024 at 12 p.m. (the "General Meeting").

FORM OF PROXY

THG PLC (THE "COMPANY") GENERAL MEETING I/We, being a shareholder of the Company, hereby appoint the Chair of the General Meeting or Insert name of proxy

as my/our proxy to attend, speak and vote on my/our behalf at the General Meeting and at any adjournment of the General Meeting.

I/We direct my/our proxy to vote on the following resolutions as I/we have indicated by marking the appropriate box with an 'X'. If no indication is given, my/our proxy will vote or abstain from voting at their discretion. I/We authorise my/our proxy to vote (or abstain from voting) as they think fit in relation to any other matter which is properly put before the General Meeting.

RESOLUTIONS

Please mark 'X' to indicate how you wish to vote.

1. Conditional upon such number of elections having been made as will enable 100 per cent. of the Ingenuity Shares to be distributed, the approval of the redesignation of Ordinary Shares in respect of which valid elections have been made as B Shares and the distribution of Ingenuity Shares to holders of the B Shares by the Company.

For Against Withheld

Upon completion please return this Form of Proxy to Equiniti Limited, Aspect House, Spencer Road, Lancing, BN99 6DA to arrive no later than 12 p.m. on Monday 23 December 2024 or, if the General Meeting is adjourned, 48 hours (excluding non-working days) before the time set for the adjourned meeting.

Terms used in this Form of Proxy but not defined shall have the meanings given to them in the circular from the Company dated 28 November 2024.

Signature: Date:

Toppan Merrill, London 24-26633-2

Shareholder Reference Number:

NOTES

The following notes explain your general rights as a shareholder of the Company and your rights to attend and vote at the General Meeting or to appoint someone else to attend and vote on your behalf.

Whilst the Board is looking forward to welcoming shareholders in person to the General Meeting, shareholders are strongly encouraged to appoint the Chair of the General Meeting as their proxy as this will ensure your votes are cast in accordance with your wishes. Submitting a proxy appointment, whether physically or electronically, will ensure that your vote is recorded and will not prevent you from attending the General Meeting in person.

• 1. A shareholder entitled to attend and vote at the General Meeting may appoint a proxy to attend, speak and vote (including on a poll) on their behalf at the General Meeting. Shareholders may appoint more than one proxy in relation to the General Meeting provided each proxy is appointed to exercise rights attached to a different ordinary share or ordinary shares held by that shareholder. Any shareholder appointing more than one proxy should indicate on the Form of Proxy the number of ordinary shares in relation to which each proxy is authorised to act on their behalf. A proxy need not be a shareholder of the Company but must attend the General Meeting. If you sign and return the Form of Proxy with no name inserted in the relevant box, the Chair of the General Meeting will be deemed to be your proxy.
• 1. To be valid, this Form of Proxy together with any power of attorney or other authority under which this Form of Proxy is signed, must be received by post or (during normal business hours only) by hand at Equiniti, Aspect House, Spencer Road, Lancing BN99 6DA.
• 1. A shareholder may also appoint a proxy electronically by going to Equiniti's Shareview website, www.shareview.co.uk, and logging in to their Shareview Portfolio account. If a shareholder is not already registered for Shareview Portfolio, they should go to www.shareview.co.uk and enter their Shareholder Reference Number (which can be found on the Form of Proxy), together with the requested information. It is important that any shareholder registers for a Shareview Portfolio account with sufficient time to complete the registration and authentication process otherwise they may be unable to appoint a proxy electronically. For an electronic proxy appointment to be valid, an appointment must be received by no later than 12 p.m. on 23 December 2024 (or, if the General Meeting is adjourned, no later than 48 hours before the time of any adjourned meeting, excluding non-working days). You may only appoint a proxy using the procedure set out in these Notes.
• 1. To be entitled to attend and vote at the General Meeting (and for the purposes of the determination by the Company of the votes they may cast), shareholders registered in the Company's Register of Members at 6:30 p.m. on 23 December 2024 (or, if the General Meeting is adjourned, 6:30 p.m. on the date which is two days before the date of the adjourned meeting, excluding non-working days) shall be entitled to attend and vote at the General Meeting in respect of the number of ordinary shares registered in their name at that time.
• 1. A corporation which is a shareholder of the Company can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a shareholder provided that no more than one corporate representative exercises powers over the same ordinary share.
• 1. Voting on the Resolution at the General Meeting will be conducted by way of poll. A poll reflects the number of voting rights exercisable by each shareholder and the Company's Board of Directors considers it a more democratic method of voting.
• 1. A vote withheld is not a vote in law which means that a vote withheld will not be counted in the calculation of votes for or against the Resolution. If no voting indication is given, your proxy will vote or abstain from voting at their discretion. To direct your proxy how to vote on the Resolution mark the appropriate box with an "X".
• 1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the General Meeting and any adjournment(s) of the General Meeting by using the procedures described in the CREST Manual (available via www.euroclear.com).
• 1. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message must be transmitted so as to be received by the Company's agent (ID number RA19) no later than 12 p.m. on 23 December 2024 (or, if the General Meeting is adjourned, no later than 48 hours before the time of any adjourned meeting, excluding non-working days).
• 1. If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 12 p.m. on 23 December 2024 in order to be considered valid.
• 1. 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).