Publication Of Scheme Document

(a wholly-owned subsidiary of AO World PLC)

(to be implemented by way of arrangement under Part 26 of the Companies Act 2006)

PUBLICATION OF SCHEME DOCUMENT

On 2 October 2024, the boards of directors of AO World PLC ("AO") and musicMagpie Plc ("musicMagpie") announced that they had reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued share capital of musicMagpie by AO Ltd ("AO Bidco"), a wholly-owned subsidiary of AO.

Publication of the Scheme Document

The boards of directors of musicMagpie and AO are pleased to announce that a circular in relation to the Scheme (the "Scheme Document") containing, amongst other things, a letter from the Chair of musicMagpie, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act, an expected timetable of principal events, notices convening the Court Meeting and the General Meeting and details of the actions to be taken by musicMagpie Shareholders, will be published today and, subject to certain restrictions relating to persons in Restricted Jurisdictions, will be available on musicMagpie's website at www.musicmagpieplc.com/investors and on AO's website at www.ao-world.com/investor-centre/offer.

For information purposes only, the Scheme Document will also be sent, or made available, to musicMagpie Share Plan Participants and persons with information rights.

Dispatch of Share Plan Letters

Recommendation of musicMagpie Directors

The musicMagpie Directors, who have been so advised by Shore Capital as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the musicMagpie Directors, Shore Capital has taken into account the commercial assessments of the musicMagpie Directors. Shore Capital is providing independent financial advice to the musicMagpie Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, the musicMagpie Directors recommend unanimously that Scheme Shareholders vote in favour (or procure votes in favour) of the Scheme at the Court Meeting and that musicMagpie Shareholders vote in favour (or procure votes in favour) of the Resolutions to be proposed at the General Meeting, as the musicMagpie Directors have irrevocably undertaken to do (or procure to be done) in respect of their interests (and, in the case of one musicMagpie Director, those of a connected person) in 13,240,760 musicMagpie Shares, representing, in aggregate, approximately 12.28 per cent. of the total issued share capital of musicMagpie (as at the Latest Practicable Date), as more fully described in paragraph 10 of Part VI (Additional information) of the Scheme Document.

musicMagpie Shareholders should read the Scheme Document in its entirety before making a decision with respect to the Scheme.

Action required by shareholders - Notices of the Court Meeting and the General Meeting

As described in the Scheme Document, to become Effective, the Scheme will require, amongst other things, the approval of Scheme Shareholders at the Court Meeting and musicMagpie Shareholders at the separate General Meeting by the requisite majorities and, following receipt of such approvals, the sanction of the Court. The Scheme is also subject to the satisfaction or, where applicable, waiver of the Conditions and further terms that are set out in the Scheme Document.

Notices of the Court Meeting and the General Meeting, each of which will be held at First Floor, One Stockport Exchange, Railway Road, Stockport, SK1 3SW on 20 November 2024 (unless postponed or adjourned) at 9.15 a.m. and 9.30 a.m. respectively (or, in the case of the General Meeting, as soon thereafter as the Court Meeting has been concluded or adjourned) are set out in the Scheme Document.

IT IS IMPORTANT THAT, FOR THE COURT MEETING IN PARTICULAR, AS MANY VOTES AS POSSIBLE ARE CAST SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR REPRESENTATION OF SCHEME SHAREHOLDERS' OPINION. YOU ARE THEREFORE STRONGLY URGED TO COMPLETE, SIGN AND RETURN BOTH OF YOUR FORMS OF PROXY OR APPOINT A PROXY ONLINE OR THROUGH THE CREST ELECTRONIC PROXY APPOINTMENT SERVICE OR THROUGH THE PROXYMITY PLATFORM (AS APPROPRIATE), AS SOON AS POSSIBLE. DOING SO WILL NOT PREVENT YOU FROM ATTENDING, SPEAKING AND VOTING IN PERSON AT THE COURT MEETING AND THE GENERAL MEETING IF YOU WISH AND ARE ENTITLED TO DO SO.

Expected timetable

The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also attached as an Appendix to this Announcement.

These dates are indicative only and will depend, amongst other things, on the satisfaction (or waiver) of the Conditions, including the approval of musicMagpie Shareholders and the FCA, and the date on which the Court sanctions the Scheme. musicMagpie and AO will announce an update to the expected timetable through a Regulatory Information Service following receipt of FCA approval and will make such announcement available on musicMagpie's website at www.musicmagpieplc.com/investors and on AO's website at www.ao-world.com/investor-centre/offer.

Shareholder helpline

Addleshaw Goddard LLP is acting as legal adviser to musicMagpie in connection with the Acquisition.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable sets out expected dates for the implementation of the Scheme.

The following dates and times are indicative only and are subject to change.

Notes:

(1) These dates and times are indicative only and will depend on, amongst other things, the date upon which: (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) a copy of the Court Order is delivered to the Registrar of Companies for registration. If any of the expected times and/or dates above change: (a) the revised times and/or dates will be notified to musicMagpie Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on musicMagpie's website at www.musicmagpieplc.com/investors and on AO's website at www.ao-world.com/investor-centre/offer; and (b) if required by the Panel, musicMagpie will send notice of the change(s) to musicMagpie Shareholders and, for information only to musicMagpie Share Plan Participants. All references in this Announcement to times are to London time unless otherwise stated.

• It is requested that BLUE Forms of Proxy for the Court Meeting be lodged no later than 48 hours (excluding any part of such 48-hour period that is not a Business Day) before the time and date set for the Court Meeting. A copy of a completed and signed BLUE Form of Proxy not so lodged may be: (i) scanned and emailed to Equiniti at the following email address: proxyvotes@equiniti.com prior to the start of the Court Meeting; or (ii) handed to the chairperson of the Court Meeting or Equiniti on behalf of the chairperson of the Court Meeting, at the start of the Court Meeting.
• If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6.30 p.m. on the date falling two Business Days before the date of the adjourned Meeting.
• To commence at 9.30 a.m. or as soon thereafter as the Court Meeting shall have concluded or been adjourned.
• Following sanction of the Scheme by the Court, the Scheme will become Effective in accordance with its terms upon a copy of the Court Order being delivered to the Registrar of Companies for registration. This is presently expected to occur on the Business Day following the date of the Court Sanction Hearing, subject to satisfaction or (where capable of waiver), waiver of the Conditions. The events which are stated as occurring on subsequent dates are conditional on the Effective Date and operate by reference to this date.
• This is the latest date by which the Scheme may become Effective unless AO Bidco and musicMagpie agree (and the Panel and, if required, the Court permit) a later date or if the Panel requires an extension to the Long Stop Date pending final determination of an issue under section 3(g) of Appendix 7 to the Takeover Code.

Disclaimers

No person has been authorised to give any information or make any representations other than those contained in this Announcement and, if given or made, such information or representations must not be relied upon as having been authorised by musicMagpie or any member of the Wider musicMagpie Group, the musicMagpie Directors, AO Bidco, or any member of the Wider AO Group, the AO Bidco Directors, the AO Directors, Shore Capital, Jefferies or any other person involved in the Acquisition. Neither the making of this Announcement nor the holding of the Meetings, the Court Sanction Hearing or the filing of the Court Order with the Registrar of Companies shall, under any circumstances, create any implication that there has been no change in the affairs of the Wider musicMagpie Group or the Wider AO Group since the date of this Announcement or that the information in, or incorporated into, this Announcement is correct as at any time subsequent to its date.

Overseas jurisdictions

Dealing and opening position disclosure requirements

Requesting hard copy documents

Hard copies of the information incorporated into this Announcement and the Scheme Document by reference will not be sent to recipients of the Scheme Document unless specifically requested.

Scheme process

In accordance with Rule 5 of Appendix 7 to the Takeover Code, AO Bidco and/or musicMagpie (as applicable) will announce, through a Regulatory Information Service, key events in the Scheme process including the outcomes of the Meetings and the Court Sanction Hearing and that the Scheme has become Effective.

Unless otherwise consented to by the Court and the Panel, any modification or revision to the Scheme will be made no later than the date which is 14 days prior to the Meetings (or any later date to which such Meetings are adjourned).

General

AO Bidco reserves the right to elect, with the consent of the Panel (where necessary) and subject to the terms and conditions of the Co-operation Agreement, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued share capital of musicMagpie not already held by AO Bidco as an alternative to the Scheme. In such an event, a Takeover Offer will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme.

In the event that the Acquisition is to be implemented by way of a Takeover Offer, musicMagpie Shares will be acquired pursuant to the Takeover Offer fully paid and free from all liens, charges, equitable interests, encumbrances and rights of pre-emption and any other interests of any nature whatsoever and together with all rights attaching thereto including the right to receive and retain all dividends and distributions declared, made or paid by reference to a record date after the Effective Date.

If the Acquisition is effected by way of a Takeover Offer and such Takeover Offer becomes or is declared unconditional and sufficient acceptances are received, AO Bidco intends to: (i) request that the London Stock Exchange cancels admission of musicMagpie Shares to trading on AIM with effect from shortly following the Effective Date; and (ii) exercise its rights (to the extent such rights are available) to apply the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining musicMagpie Shares in respect of which the Takeover Offer has not been accepted.

The Acquisition is subject to the terms and conditions set out in Part III (Conditions to the implementation of the Scheme and to the Acquisition) of the Scheme Document.