Made com : Shareholder Circular

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own independent financial advice from a stockbroker, bank manager, solicitor, accountant, or other financial adviser authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom or another appropriately authorised independent financial adviser if you are in a territory outside of the United Kingdom. All Shareholders are advised to consult their professional advisers regarding their own tax position.

If you have sold or otherwise transferred all of your MADE.com Group Plc shares, please send this document, together with the accompanying documents, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. However, the distribution of this document, together with any accompanying documents, into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession this document comes should inform themselves about and observe those restrictions. Any failure to comply with any of those restrictions may constitute a violation of the securities laws of any such jurisdiction. If you have sold or transferred only part of your MADE.com Group Plc shares, you should retain this document and consult the stockbroker, bank or other agent through whom the sale or transfer was effected.

MADE.COM GROUP PLC

(Incorporated in England and Wales with company number 13346124)

Recommended Members' Voluntary Liquidation of the Company

and

Notice of General Meeting

This document should be read in its entirety and together with the Proxy Form. Nevertheless, your attention is drawn to the letter from the Chair which contains a recommendation from the Board that you vote in favour of the Resolutions in relation to the proposed Members' Voluntary Liquidation of the Company to be proposed at the General Meeting.

Notice of a General Meeting of the Company to be held at the offices of Herbert Smith Freehills LLP, Exchange House, Primrose Street, London, EC2A 2EG, United Kingdom on 16 January 2023 at 8:00am, is set out at the end of this document. The Proposal set out in this document is conditional on Shareholder approval which is being sought at the General Meeting. Shareholders are encouraged to submit proxy appointments in advance of the General Meeting, either online or by completing a hard copy Proxy Form in accordance with the instructions set out in this document.

To vote on the Resolutions you may vote:

• by logging on to www.sharevote.co.ukand following the on-screen instructions;
• by completing a Proxy Form (enclosed with this document) and sending it to the Company's Registrar, Equiniti at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA;
• in the case of CREST members, by utilising the service offered by Euroclear UK & International Limited for electronic proxy appointments.

In order for a proxy appointment to be valid, you must ensure that you have submitted your proxy instructions using one of the methods set out above by 8:00am on 12 January 2023.

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	TABLE OF CONTENTS
Clause	Headings	Page
EXPECTED TIMETABLE	3
PART 1	- LETTER FROM THE CHAIR	4
PART 2	- DEFINITIONS	11
NOTICE OF GENERAL MEETING	1

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EXPECTED TIMETABLE
Latest time and date for receipt of Proxy	8:00am on 12 January 2023
Forms or electronic proxy appointments for
use at the General Meeting
Close of Register of Members and Record	6.30pm on 12 January 2023
Date for participation in the vote on the
Members' Voluntary Liquidation
General Meeting to approve the Members'	8:00am on 16	January 2023
Voluntary Liquidation
Appointment of Liquidators	16	January 2023
Cancellation of the listing of the Shares on the	expected to be at 8.00am on 18	January 2023
Official List and cancellation of admission to
trading of the Shares on the Main Market

The above times and/or dates may be subject to change and, in the event of such change, the revised times and/or dates will be notified to Shareholders by an announcement through a Regulatory Information Service.

All references to times in this document are to London times.

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PART 1 - LETTER FROM THE CHAIR

MADE.COM GROUP PLC

("MADE" or the "Company")

(Incorporated in England and Wales with company number 13346124)

Directors:	Registered Office:
Susanne Given (Chair)	5 Singer Street
Nicola Thompson (Chief Executive Officer)	London
Patrick Lewis (Chief Financial Officer)	United Kingdom
Matthew Price (Non-executive director)	EC2A 4BQ
Claire Valoti (Non-executive director)
George McCulloch (Non-executive director)
Ning Li (Non-executive director)
	22 December 2022
Dear Shareholder

Recommended Members' Voluntary Liquidation of the Company

1. Summary

On 9 November 2022, the Company announced that MADE.com Design Ltd ("MDL"), MADE's operating subsidiary, had notified the Company that it had appointed Zelf Hussain, Peter David Dickens and Rachael Maria Wilkinson of PricewaterhouseCoopers LLP as administrators of MDL. The Company further announced that, following the suspension of the Company's Shares from trading on the London Stock Exchange's Main Market for listed securities on 1 November 2022, the Board expected that in due course the listing of the Company's Shares would be cancelled, any residual value would be distributed to the Company's Shareholders and the Company would be wound up. As at the date of this document, the Company's Shares remain suspended from trading on the London Stock Exchange.

After discussions with its advisers, and for the reasons further set out below, the Board is proposing that the Company is placed into Members' Voluntary Liquidation. This will enable liquidators appointed by the Company to realise the Company's remaining assets pending completion of the administration of MDL and for the Company to save the ongoing costs of a listed company in this period (as entry into the Members' Voluntary Liquidation will result in the listing of the Shares on the Official List being cancelled). Any residual value will then be distributed to Shareholders and the Company will be wound-up (the "Proposal").

The purpose of this document is to provide Shareholders with further details of the Proposal and to convene a General Meeting at which Shareholders will be asked to approve the Proposal.

The General Meeting will be held at the offices of Herbert Smith Freehills LLP, Exchange House, Primrose Street, London, EC2A 2EG, United Kingdom on 16 January 2023 at 8:00am. The formal notice convening the General Meeting is set out at the end of this document. Shareholders are encouraged to submit a proxy vote in advance of the General Meeting. Please see paragraph 9 below for further information.

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The Board believes that approval of a Members' Voluntary Liquidation at the General Meeting is in the best interests of the Company and Shareholders as a whole and recommends that you vote in favour of the Resolutions at the General Meeting.

2. Background and details of Members' Voluntary Liquidation

On 23 September 2022, the Company announced that, further to the Q2 trading update published on 19 July 2022 and subsequent announcement on 18 August 2022 that the Company was considering a capital raising to strengthen its balance sheet, the Board had decided to conduct a formal review of the various strategic options available to the Group to maximise value for Shareholders. This covered a broad range of options, including the launch of a formal sale process for the Group.

The Company and its advisers held discussions with a number of interested parties and explored possible offers for the issued share capital of the Company and potential debt financing arrangements. The Board made the interested parties aware that the management plan for a stand- alone public company was expected to require aggregate funding in the region of £45-70m over the course of the following 18 months and that based on the working capital requirements of the Group, any firm offer would require interim financing to be put in place. However, on 25 October 2022, the Company subsequently announced that the select number of interested parties invited to work towards firm offers by the end of October 2022 had all confirmed that they were unable to meet the necessary timetable and that as a result those discussions had been terminated and it was no longer in receipt of funding proposals or possible offers for its share capital.

As a consequence, the board of MDL, MADE's operating subsidiary, considered appropriate next steps. In light of MDL's requirement for further funding and in order to preserve value for its creditors, the board of MDL took the decision on 26 October 2022 to suspend new customer orders and on 31 October 2022 informed the Company that it had resolved to file notice of its intention to appoint administrators. Following a request by the Board, the Company's Shares were then suspended from trading on the London Stock Exchange's Main Market for listed securities on 1 November 2022. MDL subsequently notified the Company on 8 November 2022 that it had appointed Zelf Hussain, Peter David Dickens and Rachael Maria Wilkinson of PricewaterhouseCoopers LLP as administrators of MDL. Following their appointment, the Company announced on 9 November 2022 that MDL, acting by the administrators, had entered into an agreement with Next Retail Limited to acquire the brand, domain names and intellectual property of MDL and that other assets remaining in the estate would be realised by the administrators in due course and payments made to creditors in accordance with the statutory priority. It was noted that the Board expected that, in due course, the listing of the Company's Shares would be cancelled, any residual value would be distributed to the Company's Shareholders and the Company would be wound up.

Following further consultation with the Company's advisers, the Board has determined that it would be in the best interests of the Company and Shareholders as a whole to put forward a formal proposal to Shareholders for a Members' Voluntary Liquidation of the Company. The Board is of the view that the Proposal represents the best (and most cost effective) option to protect and realise any Shareholder value, given that the Company's operating subsidiary has entered administration and the Company no longer has any business.

The Members' Voluntary Liquidation is conditional upon Shareholder approval of the Resolutions at the General Meeting. If the Resolutions to place the Company into Members' Voluntary Liquidation are passed, the Liquidators will work to wind up the Company's affairs, including receiving any distribution from the administrators of MDL in respect of the Company's unsecured claim against MDL, and then make any appropriate distributions to the Company's Shareholders. The liquidation process will only complete once the administration process for MDL has completed. As such (and given the length of time it will take for the administration process for MDL to complete is unknown) it is not possible to indicate how long the liquidation process may take.

Subject to Shareholder approval, Steven Sherry and Emma Cray of PricewaterhouseCoopers LLP will be appointed as joint liquidators to the Company and their remuneration shall be determined by the Company. The appointment of the Liquidators would become effective immediately upon the passing of the Resolutions at the General Meeting. Upon the appointment of the Liquidators, all powers of the Board will cease and the Liquidators will be responsible for the affairs of the Company

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