REG - THG PLC - Notice of AGM

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RNS Number : 3254F  THG PLC  22 May 2026

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
(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
(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 Distribution(1) 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
Directors(2) and certain of the Electing Shareholders(3) 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:

 Investor enquiries - THG PLC:

 Kate Grimoldby, Director of Investor Relations and Strategic Projects  Investor.Relations@thg.com (mailto:Investor.Relations@thg.com)

 Media enquiries:
 Sodali & Co - Financial PR adviser                                     Tel: +44 (0) 20 7250 1446

 Victoria Palmer-Moore/Russ Lynch/Sam Austrums                          thg@sodali.com (mailto:thg@sodali.com)

 THG PLC                                                                media-enquiries@thg.com (mailto:media-enquiries@thg.com)

 

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.

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