THG PLC

(the "Company")

22 May 2026    

Publication of Notice of Annual General Meeting

The Company confirms that the following documents have today been posted or otherwise made available to the Company's shareholders:

·      Notice of Annual General Meeting ("AGM" or "Meeting"), dated 22 May 2026 (the "Notice"); and

·      associated Form of Proxy.

In accordance with UKLR 6.4.1R and 6.4.3R, copies of each of these documents will today be submitted to the National Storage Mechanism and will shortly be available for inspection at:          
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

The Notice is also available to view on the Company's website at: https://www.thg.com/investor-relations/annual-general-meeting-documents.

Important information regarding the AGM

The Company's AGM will be held at THG Studios, 7-9 Sunbank Lane, Altrincham WA15 0AF on Wednesday 24 June 2026 at 1:00 p.m..

Details of how to participate in, and the resolutions that will be tabled for shareholder approval at, the Meeting are set out in the Notice.

In addition to the routine business customarily undertaken at the AGM, the Company is asking shareholders to consider two additional items of business, being the Capital Reduction and a procedural rectification relating to the Ingenuity Distribution.

The Capital Reduction is conditional upon the passing by the Company's shareholders of the special resolution set out in the Notice, as well as the subsequent confirmation of the Capital Reduction by the Court. The Capital Reduction, if approved, will result in the cancellation of the entire amount standing to the credit of the Company's share premium account and its capital redemption reserve and will increase the amount of distributable reserves available to the Company, providing it with further flexibility to deliver shareholder returns in the future.

The Notice also contains a special resolution to approve a procedural rectification regarding the Ingenuity Distribution¹ to Electing Shareholders on 2 January 2025, which will, if passed, ratify the Ingenuity Distribution and give the Board authority to enter into the Directors' Deed of Release and the Electing Shareholders' Deed of Release (together the "Deeds of Release") and restore all relevant parties to the position they were intended to be in had the Ingenuity Distribution been made in accordance with the requirements of the Companies Act.

The entry by the Company into the Deeds of Release constitutes a related party transaction for the purposes of UKLR 8.1.7R and UKLR 8.2.1R as each of the Directors² and certain of the Electing Shareholders³ is a related party of the Company. The Board, which has been so advised by Rothschild & Co, acting in its capacity as sponsor to the Company, considers that the entry into the Deeds of Release, and associated waiver of claims against the Directors and the relevant Electing Shareholders in connection with the Ingenuity Distribution, are fair and reasonable as far as the shareholders of the Company are concerned.

Capitalised terms used but not otherwise defined in this announcement have the meaning given to them in the Notice.

For further information please contact:      

1            The Demerger was effected at an equity valuation for IngenuityCo of £87,800,000, which reflected the market capitalisation of the Company in the period between 10 October 2024 and 26 November 2024. The Ingenuity Distribution was approved by shareholders at a general meeting of the Company held on 27 December 2024, with a book value for accounting purposes of £501,331,000.

2            The Directors of the Company are Charles Allen, Lord Allen of Kensington, CBE, Matthew Moulding, Damian Sanders, Sue Farr, Edward Koopman, Milyae Park, Gillian Kent, Helen Jones and Dean Moore.

3            The Electing Shareholders that are also related parties of the Company are Matthew Moulding, Jodie Moulding, FIC Shareco Limited (Guernsey), Charles Allen, Lord Allen of Kensington, CBE and Damian Sanders.