THG : Form of Proxy 2024

ADMISSION CARD

THG PLC (THE "COMPANY")

ANNUAL GENERAL MEETING 2024

You may submit your proxy electronically at www.shareview.co.uk

[Name and address of shareholder]

Shareholder Reference Number:

Barcode:

The 2024 Annual General Meeting of the Company will be held at The Bowdon Rooms, The Firs, Bowdon, Altrincham WA14 2TQ on Monday 24 June 2024 at 2.00 p.m. (the "AGM" or "Meeting").

FORM OF PROXY

THG PLC (THE "COMPANY")
ANNUAL GENERAL MEETING 2024	Shareholder
I/We being a shareholder of the Company hereby appoint the Chair of the Meeting or	Reference Number:
Insert name of proxy

as my/our proxy to attend, speak and vote on my/our behalf at the AGM and at any adjournment of this Meeting.

I/We direct my/our proxy to vote on the following resolutions as I/we have indicated by marking the appropriate box with an 'X'. If no indication is given, my/our proxy will vote or abstain from voting at their discretion. I/We authorise my/our proxy to vote (or abstain from voting) as they think fit in relation to any other matter which is properly put before the Meeting.

RESOLUTIONS

Please mark 'X' to indicate how you wish to vote.

1. To receive the Report and Accounts
2. To approve the directors' Remuneration Report (excluding the directors' Remuneration Policy)
3. To approve the directors' Remuneration Policy
4. To elect Helen Jones as a director
5. To re-elect Charles Allen, Lord Allen of Kensington CBE, as a director
6. To re-elect Sue Farr as a director
7. To re-elect John Gallemore as a director
8. To re-elect Gillian Kent as a director
9. To re-elect Edward Koopman as a director
10. To re-elect Dean Moore as a director

For		Against		Withheld

For

Against

Withheld

11. To re-elect Matthew Moulding as a director

12. To re-elect Damian Sanders as a director

13. To re-appoint Ernst & Young LLP as auditor of the Company

14. To authorise the Audit Committee to determine the auditor's remuneration

15. To authorise the directors to allot shares

16. To authorise political donations

1. To authorise the directors to disapply statutory pre-emption rights
2. To authorise the directors to further disapply statutory pre-emption rights in connection with an acquisition or specified capital investment

19. To authorise the Company to purchase its own shares

20. To authorise a 14-day notice period for general meetings other than annual general meetings

Upon completion please return this Form of Proxy to Equiniti Limited, Aspect House, Spencer Road, Lancing, BN99 6DA to arrive no later than 2.00 p.m. on 20 June 2024 or, if the Meeting is adjourned, 48 hours (excluding non-working days) before the time set for the adjourned meeting.

Signature:

Date:

NOTES

The following notes explain your general rights as a shareholder of the Company and your rights to attend and vote at the AGM or to appoint someone else to vote on your behalf.

Whilst the Board is looking forward to welcoming shareholders in person to the AGM, shareholders are strongly encouraged to appoint the Chair of the Meeting as their proxy as this will ensure your votes are cast in accordance with your wishes. Submitting a proxy appointment, whether physically or electronically, will ensure that your vote is recorded and will not prevent you from attending the Meeting in person.

1. A shareholder entitled to attend and vote at the AGM may appoint a proxy to attend, speak and vote (including on a poll) on their behalf at the Meeting. Shareholders may appoint more than one proxy in relation to the Meeting provided each proxy is appointed to exercise rights attached to a different ordinary share or ordinary shares held by that shareholder. Any shareholder appointing more than one proxy should indicate on the Form of Proxy the number of ordinary shares in relation to which each proxy is authorised to act on their behalf. A proxy need not be a shareholder of the Company but must attend the AGM. This Form of Proxy is to be used to make such appointment and give proxy instructions and accompanies the Notice of Meeting.
2. A shareholder may also appoint a proxy electronically by going to Equiniti's Shareview website, www.shareview.co.uk, and logging in to their Shareview Portfolio account. Once logged in, they should click 'View' on the 'My Investments' page, click on the link to vote and then follow the on-screen instructions. If a shareholder is not already registered for Shareview Portfolio, they should go to www.shareview.co.uk and enter their Shareholder Reference Number (which can be found on the Form of Proxy), together with the requested information. It is important that any shareholder registers for a Shareview Portfolio account with sufficient time to complete the registration and authentication processes otherwise they may be unable to appoint a proxy electronically. For an electronic proxy appointment to be valid, an appointment must be received by no later than 2.00 p.m. on 20 June 2024 (or, if the AGM is adjourned, no later than 48 hours before the time of any adjourned meeting, excluding non-working days). A shareholder may only appoint a proxy using the procedure set out in these Notes. A proxy appointment lodged electronically will be invalid unless it is lodged at the electronic address specified in this Note 2. Any electronic communication sent by a shareholder to the Company or to Equiniti, the Company's Registrar, which is found to contain a computer virus will not be accepted.

3. To be entitled to attend and vote at the AGM (and for the purposes of the determination by the Company of the votes they may cast), shareholders registered in the Company's Register of Members at 6.30 p.m. on 20 June 2024 (or, if the AGM is adjourned, 6.30 p.m. on the date which is two days before the date of the adjourned meeting, excluding any non-working day) shall be entitled to attend and vote at the AGM in respect of the number of ordinary shares registered in their name at that time. Changes to entries on the Register of Members after 6.30 p.m. on 20 June 2024 shall be disregarded in determining the rights of any person to attend or vote at the AGM. The safety of the Company's shareholders is its main priority. The Company will not permit behaviour that may interfere with anyone's security or safety or the good order of the Meeting. Anyone who does not comply may be removed from the Meeting. The use of electrical equipment and cameras will not be permitted during the Meeting.

1. The return of a completed Form of Proxy, online proxy appointment, Proxymity instruction (as described in Note 16 below) or any CREST Proxy Instruction (as described in Note 13 below) will not prevent a shareholder from attending the Meeting and voting in person if they wish to do so.
2. A corporation which is a shareholder of the Company can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a shareholder provided that no more than one corporate representative exercises powers over the same ordinary share.
3. Any person to whom the Notice of Meeting is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person") may, under an agreement between them and the shareholder by whom they were nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, they may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
4. The statement of the rights of shareholders in relation to the appointment of proxies in Notes 1 and 2 above does not apply to Nominated Persons. The rights described in those Notes can only be exercised by shareholders of the Company.
5. Voting for all Resolutions at this year's AGM will be conducted by way of poll. A poll reflects the number of voting rights exercisable by each shareholder and the Company's Board of Directors considers it a more democratic method of voting.
6. A vote withheld is not a vote in law which means that a vote withheld will not be counted in the calculation of votes for or against a Resolution. If no voting indication is given, your proxy will vote or abstain from voting at their discretion. To direct your proxy how to vote on the Resolutions mark the appropriate box with an "X". Your proxy will vote (or abstain from voting) as they think fit in relation to any other matter which is put before the Meeting.
7. Any power of attorney or any other authority under which this Form of Proxy is signed (or a duly certified copy of such power or authority) must be included with the Form of Proxy.

1. As at 16 May 2024, being the latest practicable date prior to publication of this Notice, the Company's issued share capital consisted of 1,330,487,762 ordinary shares, 56,082,651
   D1 ordinary shares, 17,441 D2 ordinary shares, 48,885,241 E ordinary shares, 26,974,740 F ordinary shares, 17,207,600 G ordinary shares, 317,613 deferred 1 shares, and 21,563,860 deferred 2 shares. The Company currently has no shares in treasury. Only the ordinary shares are voting shares, with each ordinary share carrying one vote. Therefore, the total number of voting rights in the Company as at 16 May 2024 (being the latest practicable date prior to the publication of this Notice) is 1,330,487,762.
2. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM and any adjournment(s) of the AGM by using the procedures described in the CREST Manual (available via www.euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed (a) voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take appropriate action on their behalf.
3. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & International Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual (available via www.euroclear.com). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Company's agent (ID number RA19) no later than 48 hours before the AGM (excluding non-working days). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
4. CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear UK & International Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member
   is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that their CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
5. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 (as amended).

1. If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity. io. Your proxy must be lodged by 2.00 p.m. on 20 June 2024 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.
2. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Register of Members in respect of the joint holding (the first-named being the most senior).
3. Under section 527 of the Companies Act 2006 shareholders meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the Meeting; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Meeting includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.
4. Any shareholder with the right to attend the Meeting has the right to ask questions relating to the business being dealt with at the Meeting. The Company must cause to be answered any such question relating to the business but no such answer need be given if: (i) to do so would interfere unduly with the preparation for the Meeting or involve the disclosure of confidential information; (ii) the answer has already been given on a website in the form of an answer to a question; or (iii) it is undesirable in the interests of the Company or good order of the Meeting that the question be answered. Shareholders may submit questions in advance of the Meeting by emailing [e-mail] by no later than 2.00 p.m. on 12 June 2024.
5. A copy of the Notice of Meeting, and other information required by section 311A
   of the Companies Act 2006, can be found at https://www.thg.com/investor-relations/annual-general-meeting-documents.
6. You may not use any electronic address provided either (a) in this Form of Proxy; or (b) in any related documents (including the Notice of Meeting) to communicate with the Company for any purposes other than those expressly stated.
7. Copies of the service agreements under which the Company's Executive Directors are employed and the terms and conditions of appointment of its Non-Executive Directors are available for inspection at the Company's registered office during normal business hours on any weekday (public holidays excepted) from 17 May 2024 until the time
   of the Meeting.