Offer Update

(a wholly-owned subsidiary of AO World PLC)

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

ANNOUNCEMENT OF FCA APPROVAL

• On 2 October 2024, the boards of directors of AO World PLC ("AO") and musicMagpie PLC ("musicMagpie") announced that they had agreed 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 (the "Acquisition").
• It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme").
• On 28 October 2024, musicMagpie published a circular in relation to the Scheme (the "Scheme Document") containing, amongst other things, the full terms and conditions of the Acquisition.
• Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document. The Acquisition and the Scheme are subject to the Conditions set out in Part A of Part III of the Scheme Document.

FCA notice of approval

· AO and musicMagpie are pleased to announce that, in respect of each UK authorised person (as defined in section 191G FSMA) with respect to whom the Acquisition contemplates an acquisition of or increase in control (within the meaning of Part XII FSMA), the FCA has given notice for the purposes of section 189(4)(a) or section 189(7) FSMA that it has determined to approve the acquisition of or increase in control on terms which do not impose any conditions, obligations or restrictions on the Wider AO Group or the Wider musicMagpie Group. Accordingly, Condition 3(A) set out in Part A of Part III of the Scheme Document dealing with the receipt of FCA regulatory approval has now been satisfied.

• The Acquisition remains subject to the other Conditions set out in Part A of Part III of the Scheme Document, including amongst other things: (i) the Scheme being approved by the requisite majority at each of the Court Meeting and the General Meeting to be held on 20 November 2024; (ii) the Court sanctioning the Scheme at the Court Sanction Hearing; and (iii) the delivery of a copy of the Court Order to the Registrar of Companies. The Scheme is expected to become Effective in Q4 2024 or Q1 2025, subject to the satisfaction or waiver of the remaining Conditions.

The expected timetable of principal events is set out in the Scheme Document. If any of the expected times and/or dates therein change, the revised times and/or dates will be announced 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. The expected times and dates of the principal events to occur following the Court Meeting and General Meeting will be announced in due course.

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

Disclaimers

Overseas jurisdictions

Dealing and Opening Position Disclosure requirements

Requesting hard copy documents

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