THG PLC — Share Issue/Capital Change 2024

Nov 28, 2024

THIS DOCUMENT IS IMPORTANT AND REQUIRES 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), if you are taking advice in the United Kingdom, or from another appropriately authorised independent financial adviser, if you are in a territory outside the United Kingdom.

This Form of Election is personalised. If you have recently bought Ordinary Shares in the Company and, notwithstanding the instructions set out below, you receive this Form of Election from the transferor of such Ordinary Shares, you should note that it cannot be used for the purpose of making an election in respect of the B Share Redesignation and Ingenuity Distribution in respect of the acquired Ordinary Shares. Please contact the Company's Registrar, Equiniti Limited on the telephone number below to obtain a replacement Form of Election.

If you sell or transfer or have sold or transferred all of your Ordinary Shares, please send the circular from the Company dated 28 November 2024 (the "Circular") (but not the accompanying personalised Form of Proxy or this 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. If you sell or transfer, or have sold or transferred, only part of your holding of Ordinary Shares, please retain these documents and consult the bank, stockbroker or other agent through whom the sale or transfer was effected.

This Form of Election should be read in conjunction with the accompanying Circular, the terms and conditions of which form part of this Form of Election. Unless the context otherwise requires, the definitions used in the accompanying Circular apply in this Form of Election.

THG PLC

(Incorporated and registered in England and Wales under the Companies Act 2006 with registered number 06539496)

DEMERGER OF INGENUITYCO

Form of Election

IF YOU HOLD ORDINARY SHARES VIA CREST YOU DO NOT NEED TO COMPLETE A FORM OF ELECTION IN RESPECT OF THOSE ORDINARY SHARES, AND YOU SHOULD REFER TO PARAGRAPH 5 OF PART I OF THE CIRCULAR ON HOW TO MAKE AN ELECTION

IMPORTANT: If you wish to retain all Ordinary Shares that you hold at the Election Return Time, and you therefore do not wish to make an election to participate in the B Share Redesignation and Ingenuity Distribution, do NOT return this form.

The latest time by which a valid election can be made by a Shareholder returning an executed Form of Election is the Election Return Time, being 1 p.m. on 19 December 2024, unless extended by means of an announcement through a Regulatory Information Service.

The B Share Redesignation and Ingenuity Distribution will only be available to Shareholders on the Register of Members on the record date for receipt of B Shares (being 6 p.m. on 19 December 2024).

IF YOU WANT TO ELECT FOR SOME OR ALL OF YOUR ORDINARY SHARES TO BE REDESIGNATED AS B SHARES, PLEASE SEND THIS COMPLETED AND SIGNED FORM OF ELECTION, TOGETHER WITH ANY VALID SHARE CERTIFICATE(S) AND/OR OTHER DOCUMENT(S) OF TITLE IN RESPECT OF THE ORDINARY SHARES SO ELECTED, BY POST IN THE ACCOMPANYING REPLY PAID ENVELOPE (FOR USE IN THE UK ONLY) TO THE REGISTRAR AT EQUINITI LIMITED, CORPORATE ACTIONS, ASPECT HOUSE, SPENCER ROAD, LANCING, WEST SUSSEX BN99 6DA AS SOON AS POSSIBLE AND, IN ANY EVENT, SO AS TO BE RECEIVED NO LATER THAN 1 P.M. ON 19 DECEMBER 2024.

To participate in the B Share Redesignation and Ingenuity Distribution, please complete page 3 of this Form of Election by following the corresponding instructions and further notes set out on pages 2 to 4 of this Form of Election. The full terms and conditions relating to the B Share Redesignation and Ingenuity Distribution are set out in the Circular. Terms used in this Form of Election but not defined shall have the meanings given to them in the Circular.

If, in the Company's determination (in its absolute discretion), the Form of Election has not been validly completed, the election may not be accepted as a valid election.

Please read the Circular and this Form of Election carefully. If you have any questions with regard to the B Share Redesignation and Ingenuity Distribution or on how to complete the Form of Election, please telephone the 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. For legal reasons, the Registrar will not be able to give advice on the merits of the B Share Redesignation and Ingenuity Distribution or provide legal, financial or personal taxation advice and, accordingly, for such advice, you should consult your stockbroker, solicitor, accountant, bank manager or other independent financial adviser.

HOW TO COMPLETE THIS FORM

Remember to return your Ordinary Share certificate(s) equal to or in excess of the amount of Ordinary Shares in respect of which you wish to make an election. Forms of Election submitted without certificate cover or other documents of title will be rejected.

BALANCE OF ORDINARY SHARES

The number shown in Box 1A on page 3 is the total number of Ordinary Shares registered against your name(s) on the Register of Members of the Company at 6 p.m. on 25 November 2024. This is provided for information purposes only. If you wish to make an election for your Guaranteed Entitlement of Ingenuity Shares, this 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 [•] per cent. of your total holding of Ordinary Shares. If you wish to make an election for your Guaranteed Entitlement of Ingenuity Shares, please insert that number of Ordinary Shares in Box 2 on page 3. If you wish to make an election for more than your Guaranteed Entitlement of Ingenuity Shares or for less than your Guaranteed Entitlement of Ingenuity Shares, please include the number of Ordinary Shares in respect of which you would like to make an election in Box 2 on page 3. If you wish to make an election in respect of your entire holding of Ordinary Shares as at 6 p.m. on 25 November 2024 please insert the word 'ALL' in Box 2, noting that the maximum number of Ordinary Shares in respect of which an election may be made is [x]. There is no requirement for you to make any election.

CONTACT TELEPHONE NUMBER

In Box 1C, please provide a daytime telephone number including your full dialing code.

SIGNING THE FORM OF ELECTION

If you wish to participate in the B Share Redesignation and Ingenuity Distribution, you must sign Box 3 on page 3, regardless of which other Box(es) you complete. In the case of a joint holding, all the joint holders must sign. If you are an individual Shareholder, you should sign and date this Form of Election in Box 3 in the presence of an independent witness who should sign and date this Form of Election and insert their name and address. The independent witness must be at least 18 years of age and must not be a joint holder of Ordinary Shares. Before signing Box 3, Shareholders should take particular note of paragraph 5 of Part I of the Circular. By signing this Form of Election, Shareholders will be deemed to have irrevocably appointed the Company, any director of the Company and/or any person authorised by the Company as their attorney and/or agent with authority to execute the Ingenuity Shareholders' Agreement on behalf of such Shareholder.

If this Form of Election is not signed by the registered holder(s), insert the name(s) and the capacity (e.g., executor(s)) of the person(s) signing this Form of Election. You should deliver evidence of your authority in accordance with the section headed "Further Notes" on page 4.

A company incorporated in England and Wales or Scotland may affix its common seal, which should also be witnessed in accordance with its articles of association or other applicable regulation. Alternatively, a company to which the Companies Act 2006 applies may execute this Form of Election as a deed by two directors or by one director and the company secretary or by one director in the presence of a witness. If the holder is a company incorporated outside the UK, it may sign in accordance with the laws of its territory of incorporation.

CHANGE OF ADDRESS DETAILS / ALTERNATIVE ADDRESS

If your address as pre-printed at the top of page 3 has changed or is incorrect, please tick Box 4A and insert your new/ correct address. If you want any relevant documents to be sent to someone other than the first named registered holder at the address set out at the top of page 3 (e.g. your bank manager or stockbroker), you should tick Box 4B and insert the new/correct address. Unless you complete Box 4A or 4B and provide a new/alternative address in Box 4, any relevant documents in connection with the B Share Redesignation and Ingenuity Distribution will be sent to the name(s) or address(es) shown on the top left of page 3.

ANY QUESTIONS/FURTHER COPIES OF THIS FORM OF ELECTION

If you have any questions on how to complete this Form of Election or you need further copies of the Form of Election, please telephone the Shareholder Helpline, details of which are set out on the front cover of this Form of Election.

ORDINARY SHARES HELD IN CERTIFICATED AND UNCERTIFICATED FORM

If you hold Ordinary Shares in both uncertificated and certificated form (that is, both in CREST and not in CREST) and you wish to make an election for Ingenuity Shares, you must complete a Form of Election for those Ordinary Shares held in certificated form and make a TTE Instruction in respect of those Ordinary Shares held in uncertificated form.

VALIDITY OF FORM OF ELECTION

If any Form of Election, or TTE Instruction, is received after the Election Return Time (or such later time or date (if any) as may be announced by the Company through a Regulatory Information Service) 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 (unless the Company, in its absolute discretion, elects to treat as valid, in whole or in part, any such election).

Without prejudice to any other provision of this Form of Election or otherwise, the Company reserves the right to treat as valid in whole or in part any election which is not entirely in order.

THIS FORM OF ELECTION SHOULD ONLY BE RETURNED IF YOU WISH TO MAKE AN ELECTION TO PARTICIPTE IN THE B SHARE REDESIGNATION AND INGENUITY DISTIBUTION. IF YOU WISH TO MAKE AN ELECTION, PLEASE FILL IN THIS FORM IN BLOCK CAPITALS. DO NOT COMPLETE AND RETURN THIS FORM IF YOU DO NOT WISH TO MAKE AN ELECTION

1. Shareholder Information

Box 1A Total number of Ordinary Shares held as at 25 November 2024:

Box 1B Shareholder Reference Number:

Box 1C Daytime telephone number, in the event of a query:

Box 1D Email address in the event of a query

Box 2

2. Instruction

If you wish to make an election for your Guaranteed Entitlement of Ingenuity Shares, please insert this number of Ordinary Shares in Box 2. If you wish to make an election in respect of a specific number of Ordinary Shares which is more than or less than your Guaranteed Entitlement of Ingenuity Shares, insert such number of Ordinary Shares in Box 2. If you wish to make an election in respect of your entire holding of Ordinary Shares as at 6.00 p.m. on 25 November 2024 please insert the word 'ALL' in Box 2:

Remember to return your Ordinary Share certificate(s) equal to or in excess of the amount of Ordinary Shares in respect of which you wish to make an election. Forms of Election submitted without certificate cover or other documents of title will be rejected.

I/We the undersigned, having read the Circular, hereby make an election to the Company, on the terms and subject to the conditions set out in the Circular and this Form of Election, in respect of such number of Ordinary Shares as is indicated in Box 2 above. 3. Execution as a deed by an individual / by a company

IMPORTANT. Each Shareholder who is an individual MUST SIGN THE FORM OF ELECTION IN THE PRESENCE OF AN INDEPENDENT WITNESS. In the case of a joint holding, ALL joint holders must sign.

By executing and submitting this Form of Election, you hereby irrevocably appoint the Company, any director of the Company and/or any person authorised by the Company as your attorney and/or agent with authority to execute the Ingenuity Shareholders' Agreement on your behalf.

	Box 3		Signature(s) – Signature by individual Shareholder(s) (in the case of joint Shareholders, all must sign). should complete Box 3A; Shareholders who are companies should complete Box 3B.	This Form of Election MUST BE SIGNED in relation to ANY election in Box 2 in order for it to be valid. Shareholders who are individuals
Signature 1 Signature of Witness 1 Name & Address of Witness 1 Box 3A. Execution as a deed by Individual(s) Witness (Compulsory: The form will be rejected if it is not witnessed)
SIGNATURES: Sole or first named registered holder			Signature of Witness Signature of Witness 2	Name & Address of Witness
Signature 1		Signature 2	Signature of Witness 1	Name & Address of Witness 2 Name & Address of Witness 1
Signature 2		Signature 3	Signature of Witness 3 Signature of Witness 2	Name & Address of Witness 3 Name & Address of Witness 2
Signature 4 Signature 3			Signature of Witness 4 Signature of Witness 3	Name & Address of Witness 4 Name & Address of Witness 3
Signature 4			Signature of Witness 4	Name & Address of Witness 4
Box 3B: Execution by a Company: Executed and delivered as a deed by the company named below:
Name of company (the "company") territory in which the company is incorporated, is/are acting under the authority of the company.			Acting by: Delete as appropriate Name of director/authorised signatory Name of director/secretary/ authorised signatory Name of director/secretary/ authorised signatory	Signature of director/authorised signatory Signature of director/secretary/ authorised signatory Company Signature of director/secretary/ Seal authorised signatory whose common seal was affixed in the presence of/acting by two authorised signatories or a director in the presence of an attesting witness or, in the case of a company incorporated outside the United Kingdom, either under its common seal as above, if applicable, or by the person(s) named opposite who, in accordance with the laws of the
4. Change of address / Alternative address
4A 4B		Tick Box 4A if you are advising of a new / corrected address to which any relevant documents should be sent. Tick Box 4B if you are advising of an alternative address to which any relevant documents should be sent.
	Name
House Number			Post Code
	House Details
	Please tick this box if this Form of Election is a replacement Form of Election

FURTHER NOTES

1. IF THE PERSON NAMED AS REGISTERED HOLDER (BOX 1) IS AWAY FROM HOME (E.G. ABROAD OR ON HOLIDAY) OR WHERE A POWER OF ATTORNEY HAS BEEN GRANTED

You should send this Form of Election by the quickest means (such as air mail) to the holder. If a Shareholder has executed a power of attorney, the attorney may sign this Form of Election. The original power of attorney, (or a duly certified copy, as provided in the Powers of Attorney Act 1971) must be lodged with this completed Form of Election. Equiniti Limited will note the power of attorney and return it as directed. No other signatures will be accepted.

2. IF THE SOLE REGISTERED HOLDER HAS DIED

If court confirmation, probate or letters of administration has/have been registered with Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, this Form of Election must be executed by the personal representative(s) of the deceased, and lodged with Equiniti Limited. If court confirmation, probate or letters of administration has/have been granted but have not been registered with Equiniti Limited, the personal representative(s) should execute this Form of Election and forward it to Equiniti Limited at the address above by post. A copy of the court confirmation, probate or letters of administration must be lodged as soon as possible thereafter and, in any event, so as to be received by Equiniti Limited by no later than 1 p.m. on 19 December 2024.

3. IF ONE OR MORE OF THE REGISTERED HOLDERS HAVE DIED

This Form of Election is valid if executed by all the surviving holders, and lodged with Equiniti Limited at the address above, accompanied by the death certificate, court confirmation, probate or letters of administration in respect of the deceased joint holder.

4. FORM AND VALIDITY OF FORMS OF ELECTION

The Company will determine all questions as to form and validity, including the timing of receipt, of any Form of Election in its absolute discretion and may, if it so determines, accept a Form of Election which is received after the relevant time or which is not correctly completed. Neither the Company nor any other person will be under any duty to give notice of any defect or irregularity in any Form of Election or incur any liability for failure to give any such notification.

5. NUMBER OF ORDINARY SHARES HELD BY YOU AT 25 NOVEMBER 2024

Box 1A shows the total number of Ordinary Shares held by you at 6 p.m. on 25 November 2024. If you buy, sell or transfer, or propose to buy, sell or transfer any Ordinary Shares, and assuming that you intend to make an election in respect of your Guaranteed Entitlement of Ingenuity Shares rather than in respect of more than or less than your Guaranteed Entitlement of Ingenuity Shares, you should take care to ensure that your election is still made in respect of the number of Ordinary Shares that represents your relevant Guaranteed Entitlement in respect of the number of Ordinary Shares that will be registered in your name(s) at the Election Return Time.

6. IF YOUR SHARE CERTIFICATE(S) IS (ARE) HELD BY YOUR STOCKBROKER, BANK OR OTHER AGENT

If your share certificates(s) and/or other document(s) of title is/are with your bank, stockbroker or other agent, you should complete this Form of Election and, if the share certificates(s) and/or other document(s) of title is/are readily available, arrange for the Form of Election to be lodged (together with any valid share certificate(s) and/or other documents of title in respect of the Ordinary Shares elected) by such agent with Equiniti Limited at the address above. If the share certificates(s) and/or other document(s) of title is/are not readily available, you should lodge the Form of Election with Equiniti Limited at the address above duly completed together with a note saying "share certificates(s) and/or other document(s) of title to follow" and arrange for the share certificates(s) and/or other document(s) of title to be forwarded to Equiniti Limited as soon as possible thereafter. It will be helpful for your agent to be informed of the full terms of the B Share Redesignation and Ingenuity Distribution. All documentation must be received by Equiniti by no later than 1 p.m. on 19 December 2024.

7. IF YOU HAVE LOST ANY OF YOUR SHARE CERTIFICATE(S) AND/OR OTHER DOCUMENT(S) OF TITLE

You should complete the Form of Election and send it together with a letter of explanation to Equiniti Limited at the address above. You should then either call the Shareholder Helpline, details of which are set out on the front cover of this Form of Election, or contact Equiniti Limited for a template letter of indemnity which should be completed and returned in accordance with the instructions given. All documentation must be received by Equiniti by no later than 1 p.m. on 19 December 2024.

DO NOT COMPLETE AND RETURN THIS FORM IF YOU DO NOT WISH TO MAKE AN ELECTION.

Toppan Merrill, London 24-26633-3