Results of Placing

FURTHER, THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE FOR INFORMATION PURPOSES ONLY AND DO NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

TERMS USED IN THIS ANNOUNCEMENT HAVE THE SAME MEANING GIVEN TO THEM AS DEFINED IN THE PLACING ANNOUNCEMENT.

THG PLC

Results of Placing

• Successful fundraise of £90 million, oversubscribed with support from new investors and existing shareholders, including a £60 million contribution from Matthew Moulding. The Equity Contribution is comprised of:

o £30 million placing of new Ordinary Shares;

o £55 million convertible loan entered into by Matthew Moulding; and

o £5 million of partly paid shares, paid up by Matthew Moulding.

• Equity Contribution to be used alongside company cash to reduce gross leverage through early repayment of the Term Loan A (£109 million) and downsizing the TLB by €125 million to €475 million.
• Following on from the Ingenuity demerger and FTSE 250 inclusion, the Equity Placing and collective refinancing represents another significant step in THG's simplified debt and equity investment case as a cash generative global retailer and brand owner, well positioned to deliver on its next phase of development in its growing consumer markets.

THG PLC ("THG", the "Company") is pleased to announce the results of the Equity Placing of new Ordinary Shares announced yesterday (the "Placing Announcement").

A total of 91,855,591 new Ordinary Shares, representing 6.95 per cent. of the existing issued Ordinary Shares of the Company prior to the Equity Placing, will be issued in the Equity Placing, pursuant to the ABB, at the Placing Price to raise gross proceeds of approximately £29.7 million.

The Placing Price of 32.3 pence represents a discount of 5 per cent. to the closing price on 24 March 2025, the last trading day prior to the announcement of the Equity Placing.

THG consulted with a number of its major shareholders prior to the Equity Placing and has respected the principles of pre-emption through the allocation process.

Given the strong demand from institutional investors in the ABB, Matthew Moulding's contribution in the Equity Placing will be scaled back so that his £60 million equity contribution will be via the approximately £54.6 million Convertible Loan and the paying up of 17,420,740 partly paid F and G ordinary shares (expected to be 9,686,948 and 7,733,792 shares, respectively) and their conversion into Ordinary Shares (such Ordinary Shares, the "Conversion Shares") raising approximately £5.4 million. Matthew Moulding's investment in the Equity Contribution will be made personally or via FIC Shareco Limited.

Applications have been made by the Company to the FCA for admission of the Placing Shares and the Conversion Shares to listing on the equity shares (commercial companies) category of the Official List maintained by the Financial Conduct Authority and to London Stock Exchange plc ("London Stock Exchange") for admission of the Placing Shares and the Conversion Shares to trading on the main market for listed securities of the London Stock Exchange. It is expected that Admission will occur at 8:00 am on 27 March 2025 and that dealings in the Placing Shares and the Conversion Shares will commence at that time.

In accordance with the provisions of the Disclosure Guidance and Transparency Rules of the FCA ("DTRs"), the Company confirms that, following Admission, its issued share capital will comprise 1,431,443,364 Ordinary Shares of £0.005 each, 56,082,651 D1 ordinary shares of £0.005 each, 17,066 D2 ordinary shares of £1.00 each, 48,571,808 E ordinary shares of £0.005 each, 16,998,458 F ordinary shares of £0.005 each, 9,107,559 G ordinary shares of £0.005 each, 204,404,691 deferred 1 shares of £0.005 each and 21,563,860 deferred 2 shares of £0.005 each. The Company does not hold any shares in treasury.

Therefore, the total voting rights in the Company will be 1,431,443,364. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the DTRs.