Results of Court Meeting and General Meeting

(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)

Results of the Court Meeting and the General Meeting

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").The Acquisition is to 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.

The Board of musicMagpie is pleased to announce that, at the Court Meeting and General Meeting (together, the "Meetings") each held earlier today:

• the requisite majority of Scheme Shareholders voted (either in person or by proxy) to approve the Scheme at the Court Meeting; and
• the requisite majority of musicMagpie Shareholders voted (either in person or by proxy) to pass the Resolutions in connection with the implementation of the Scheme, including the amendment of musicMagpie's articles of association, at the General Meeting.

Full details of the resolutions passed are set out in the notice of the Court Meeting and the notice of the General Meeting of musicMagpie contained in Parts VIII and IX of the Scheme Document, respectively.

Voting results of the Court Meeting

The Court Meeting sought approval from holders of Scheme Shares of the Scheme. Each Scheme Shareholder, present in person or by proxy, was entitled to one vote per Scheme Share held at the Voting Record Time and voting was by way of a poll.

Details of the votes cast were as follows:

Notes:

* Rounded to two decimal places.

** Where a Scheme Shareholder has cast some of their votes "for" and some of their votes "against" the resolution, such Scheme Shareholder has been counted as having voted both "for" and "against" the resolution for the purposes of determining the number of Scheme Shareholders who voted as set out in this column. In this instance, 4 Scheme Shareholders voted both "for" and "against" and are therefore counted twice. However, this applies to only 4 Scheme Shareholders in total.

Voting results of the General Meeting

The General Meeting sought approval for the Resolutions.

Each musicMagpie Shareholder, present in person or by proxy, was entitled to one vote per musicMagpie Share held at the Voting Record Time and voting was by way of a poll.

Details of the votes cast were as follows:

Notes:

* Rounded to two decimal places.

** Any proxy appointments which gave discretion to the Chair have been included in the "For" total.

*** A vote withheld is not a vote in law and is therefore not counted in the calculation of the total number of musicMagpie Shares voted or the proportion of votes "For" or "Against" the Resolutions.

The total number of musicMagpie Shares in issue at the Voting Record Time was 107,808,287. musicMagpie does not hold any ordinary shares in treasury. Therefore, the total voting rights in musicMagpie at the Voting Record Time were 107,808,287.

Next steps and timetable

The outcome of today's Meetings means that Conditions 2(A) and 2(B) (as set out in Part A of Part III of the Scheme Document) have been satisfied. The Acquisition remains subject to the satisfaction or (where applicable) waiver of the remaining Conditions as set out in Part A of Part III of the Scheme Document, including (amongst other things) the sanction of the Scheme by the Court at the Sanction Hearing and the delivery of a copy of the Court Order to the Registrar of Companies.

The expected timetable of remaining principal events for the implementation of the Scheme is as set out below. The dates are subject to change and will depend, among other things, on the date on which: (i) the Court sanctions the Scheme; and (ii) the Court Order is delivered to the Registrar of Companies. The hearing before the Court to sanction the Scheme is currently expected to be held on 10 December 2024.

If any of the expected times and/or dates change, the revised times and/or dates will be notified by musicMagpie through a Regulatory Information Service

• 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.

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

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