Equity Contribution confirmation

TERMS USED IN THIS ANNOUNCEMENT HAVE THE SAME MEANING GIVEN TO THEM AS DEFINED IN THE ANNOUNCEMENT RELEASED BY THE COMPANY ON 24 MARCH 2025.

THG PLC

("THG" or the "Company")

Equity Contribution confirmation

Admission expected to become effective on 28 March 2025

THG confirms that following the successful oversubscribed equity fundraise announced on 25 March 2025, it will receive gross proceeds of £90 million via the Equity Contribution, underpinned by Matthew Moulding's net commitment of £60 million.

To facilitate admission of the Placing Shares at or around 8.00 a.m. on Friday 28 March 2025, the Equity Contribution is now confirmed to comprise:

• A placing of 68,527,697 new Ordinary Shares to be issued at the Placing Price of 32.3 pence raising £22 million
• A Convertible Loan of £68 million

In connection with the amended Convertible Loan:

• the date on which the Convertible Loan will be convertible into newly issued Ordinary Shares at the Placing Price, subject to adjustment upon the occurrence of certain events, will be deferred to on or after 4 December 2025 (conditional on shareholder approval to do so being obtained at the Company's 2025 AGM);
• a portion of the Convertible Loan may be convertible into Ordinary Shares earlier than this date in circumstances where it would not require the Company to publish a prospectus pursuant to the Prospectus Rules; and
• Matthew Moulding is no longer expected to pay up any partly paid shares.

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 1,390,694,730 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, 26,685,406 F ordinary shares of £0.005 each, 16,841,351 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 1,390,694,730. This figure may be used by shareholders as the denominator for the calculations by which they will determine if that are required to notify their interest in, or a change to their interest in, the Company under DTRs.

Additional information

For completeness, the Board (comprised for these purposes of independent directors) reconfirms its view that the entry into the Convertible Loan Agreement is fair and reasonable as far as the shareholders of THG are concerned and that the Board has been so advised by Rothschild & Co in its role as the Company's sponsor in connection with the Equity Contribution.