Results of Capital Raising and General Meeting

On 20 November 2023, Videndum plc ("Videndum" or the "Company") announced details of a Firm Placing and Placing and Open Offer (the "Capital Raising") to raise gross proceeds of £125 million, approximately £75 million by way of a Firm Placing of 28,122,472 New Ordinary Shares and approximately £50 million by way of a Placing and Open Offer of 18,748,315 New Ordinary Shares, in each case at an issue price of 267 pence per New Ordinary Share. The Open Offer Shares were conditionally placed with Conditional Placees subject to the Placing, subject to clawback to satisfy Open Offer Entitlements taken up by Qualifying Shareholders. The Firm Placing Shares are not subject to clawback and are not part of the Open Offer. Concurrently with the Capital Raising, the Directors and certain members of the senior management will directly subscribe for 459,167 New Ordinary Shares at the Offer Price.

The Open Offer closed for acceptances at 11.00 a.m. on 6 December 2023. The Company has received valid acceptances from Qualifying Shareholders under their Open Offer Entitlements in respect of 15,816,322 New Ordinary Shares, representing approximately 84.4% of the Open Offer Shares.

Stephen Bird, Group Chief Executive, commented:

"We are pleased with the very strong response to the Capital Raising and I would like to thank both our shareholders and new investors for their support. We now have a robust capital base which will enable Videndum to focus its resources on strategic execution and long-term value creation for shareholders through our market-leading, premium brands which are focused on the content creation market."

The Company is also pleased to announce that, at the General Meeting of the Company held at 10.30 a.m. on 7 December 2023, the Resolutions (as set out in the Notice of General Meeting found at the end of the combined circular and prospectus of the Company published on 21 November 2023 (the "Prospectus")) were duly passed as ordinary and special resolutions (as applicable), each on a poll vote (in which every member present in person or by proxy and eligible to vote on the resolution had one vote for each share held).

The number of votes for and against the Resolutions, and the number of votes withheld, in the poll, on which Equiniti (the Company's registrar) acted as scrutineer, were as follows:

• Percentages are expressed as a proportion of the total votes cast (which does not include votes withheld). Neither Alantra EQMC Asset Management SGIIC S.A. nor any of its affiliates voted on Resolution 3.
• Any proxy appointments which gave discretion to the Chairman of the meeting have been included in the 'For' totals.
• As at 6.30 p.m. on 5 December 2023 (being the record time for the General Meeting), the Company had 46,870,787 Ordinary Shares in issue, none of which were held in treasury. The total number of voting rights in the Company was therefore 46,870,787.

In accordance with Listing Rule 9.6.2R, a copy of the Resolutions will be submitted to the National Storage Mechanism, where it will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. In addition, a copy of the Resolutions will also be filed with Companies House. A copy of this announcement will available to view on the Company's website at https://videndum.com/investors/proposed-equity-raise/.

The passing of the Resolutions will enable the Company to proceed with the Capital Raising and the Director and Senior Management Subscriptions. The Capital Raising and Director and Senior Management Subscriptions remain conditional upon:

• Admission becoming effective by not later than 8.00 a.m. on 8 December 2023 (or such later time and/or date as the Company and the Joint Bookrunners may agree); and
• the Placing Agreement becoming unconditional in all respects (save for the condition relating to Admission) and not having been rescinded or terminated in accordance with its terms prior to Admission.

Applications have been made for the admission of 47,329,954 Ordinary Shares to the premium listing segment of the Official List of the Financial Conduct Authority ("FCA") and to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 8 December 2023.

The New Ordinary Shares when issued will rank, from Admission, pari passu in all respects with the Existing Ordinary Shares and will have the right to receive all dividends and distributions declared in respect of issued Ordinary Share capital of the Company after Admission.

The total issued share capital of the Company following Admission will be 94,200,741 Ordinary Shares and the total number of voting rights of the Company will be 94,200,741 and 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 in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

The Company intends to announce its results for the financial year ended 31 December 2023 on Tuesday 19 March 2024.

Notice to all investors

In the event that the Joint Global Co-ordinators acquire New Ordinary Shares which are not taken up by Qualifying Shareholders, the Joint Global Co-ordinators may co-ordinate disposals of such shares in accordance with applicable law and regulation. Except as required by applicable law or regulation, the Joint Global Co-ordinators and their respective affiliates do not propose to make any public disclosure in relation to such transactions.

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