Napster : Share Consolidation & Notice of General Meeting

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or the action you should take, you should consult your bank manager, solicitor, accountant or other independent nancial adviser duly authorised under the Financial Services and Markets Act 2000 who specialises in advising in connection with dealing in shares and other securities.

If you have sold or otherwise transferred all of your Existing Ordinary Shares, please send this document together with the accompanying Proxy Form as soon as possible to the purchaser or transferee or to the agent through whom the sale or transfer is or was effected for onward transmission to the purchaser or transferee. However, you should not forward or transmit such documents in or into any jurisdiction in which to do so would constitute a violation of that jurisdiction's relevant laws. If you have sold or otherwise transferred only part of your holding of Existing Ordinary Shares, you should retain this document and the accompanying Proxy Form.

This document is being sent to you solely for the purpose of convening the General Meeting referred to below and to provide information to you as a Shareholder to help you to decide how to cast your vote in respect of the Resolutions. No reliance may be placed on this document for any other purpose.

The Directors, whose names appear at the start of the letter from the Chairman of the Company set out in this document, accept responsibility, collectively and individually, for the information contained in this document. To the best of the knowledge and belief of each of the Directors (who have all taken reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

Napster Group PLC

(Registered in England and Wales with registered number 05628362)

Share Consolidation

Capital Reduction

Disposal of Assets

Cancellation of Admission of New Ordinary Shares to trading on AIM

Re-Registration as a Private Limited Company

and

Notice of General Meeting

This document should be read in its entirety. Your attention is drawn to the letter from the Chairman of the Company which is set out in Part 1 of this document, which includes a recommendation that you vote in favour of the Resolutions to be proposed at the General Meeting to be held at the of ces of Reed Smith LLP at The Broadgate Tower, 20 Primrose Street, London EC2A 2RS at 11.00 a.m. on 20 December 2021.

The Directors consider all of the proposed resolutions to be in the best interests of Shareholders and accordingly unanimously recommend that Shareholders vote in favour of all of the resolutions proposed.

Notice of the General Meeting is set out at the end of this document. A Proxy Form for use in connection with the General Meeting accompanies this document and should be completed by Shareholders and returned to the Registrars in accordance with the instructions set out in the Proxy Form as soon as possible and in any event to be received by no later than 11.00 a.m. on 16 December 2021. Completion and return of a Proxy Form will not preclude a Shareholder from attending and voting in person at the General Meeting should they subsequently wish to do so.

A copy of this document will be available for inspection at the registered of ce of the Company (55 Poland Street, London, W1F 7NN) during normal business hours on any weekday (Saturdays, Sundays and public holidays excluded) from the date of this notice until the conclusion of the General Meeting, and will also be available for inspection for 15 minutes before and during the General Meeting at of ces of Reed Smith LLP at The Broadgate Tower, 20 Primrose Street, London, EC2A 2RS.

CONTENTS

	Page
Statistics relating to the Share Consolidation and Timetable	3
De nitions	4
Part 1: Letter from Chairman of the Company	8
Part 2: The Takeover Code	21
Part 3: Taxation	23
Part 4: Pro forma balance sheets	26
(a) Pro-forma balance sheet of the Group assuming completion of	the Capital
Reduction and the Disposal had occurred on 31 August 2021	26

1. Pro-formabalance sheet of NM Inc following its acquisition of Rhapsody pursuant to the terms of the Share Purchase Agreement assuming the

Disposal had occurred on 31 August 2021	27
Notice of General Meeting	28

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STATISTICS RELATING TO THE SHARE CONSOLIDATION

Existing Ordinary Shares in issue at the date of the document	2,962,945,547
Existing Ordinary Shares expected to be in issue immediately	3,419,238,000
prior to the Share Consolidation
Conversion ratio of Existing Ordinary Shares to New	750 Existing Ordinary Shares to
Ordinary Shares	1 New Ordinary Share
Total expected number of New Ordinary Shares in issue following	4,558,984
the Share Consolidation
ISIN code for the New Ordinary Shares	GB00BN326503
SEDOL code for the New Ordinary Shares	BN32650

TIMETABLE

	2021
Posting of this document and Proxy Form to Shareholders	3 December
Admission and dealings in the EBT Shares expected to	9 December
commence on AIM
Latest time and date for receipt of Proxy Forms for the General	11.00 a.m. on 16 December
Meeting and record date for the General Meeting
General Meeting	11.00 a.m. on 20 December
Announcement of results of General Meeting, including
Announcement of De-Listing	20 December
	2022
Expected date that the Capital Reduction will become effective	26 January
Record date in respect of the Share Consolidation	5.00 p.m. on 26 January
Expected date that the Share Consolidation will become effective	8.00 a.m. on 26 January
Record date in respect of the Disposal	6.00 p.m. on 27 January
Expected date and time for completion of the Disposal and issue	11.59 p.m. on 27 January
of Consideration Shares
Earliest date of De-Listing / cancellation of admission of New	with effect from 7. 00 a.m. on
Ordinary Shares from AIM	28 January
Expected date by which NM Inc will list on a recognised stock	by mid-2023
exchange in the United States

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1. If any of the above times and/or dates change, the revised times and/or dates will be noti ed to Shareholders through a Regulatory Information Service.
2. All references to time in this document are to London time, unless otherwise stated.
3. Any dates following the General Meeting are dependent on the Resolutions being approved by Shareholders and are subject to court availability in respect of the Capital Reduction

£1.00 = US$1.33 as at 26 November 2021

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DEFINITIONS

The following de nitions apply throughout this document, unless the context otherwise requires:

Act	the Companies Act 2006
AIM	the AIM market operated by the LSE
AIM Rules	the AIM Rules for Companies published by the LSE governing
	admission to and operation of AIM
Articles	the Company's articles of association from time to time
Assets	the assets of the Company and MVR which are to be transferred
	to NewCo pursuant to the Asset Purchase Agreements
Asset Purchase Agreements	the	conditional	asset	purchase	agreements	dated
	2 December 2021 between: (i) the Company and NewCo; and
	(2) MVR and NewCo, in each case to give effect to the Asset
	Transfer
Asset Transfer	the proposed transfer by the Company and MVR of certain of their
	assets and liabilities to NewCo on the terms set out in the Asset
	Purchase Agreements and explained in this document
Board or Directors	the board of directors of the Company
Business Day	any day other than a Saturday, Sunday or public holiday on which
	banks are open in the City of London for the transaction of general
	commercial business
Capital Reduction	the proposed capital reduction described in Part 1 of this
	document, and which is the subject of the special resolution to
	be proposed at the General Meeting
Capital Reduction Demerger	the steps referred to in paragraph 4.3 of Part 1 of this Circular
Circular	this document
Code	the UK City Code on Takeovers and Mergers, in force for the time
	being
Company or Napster	Napster Group PLC, a public limited company incorporated in
	England and Wales with registered number 05628362 and having
	its	registered	of ce at	55 Poland Street,	London,
	England, W1F 7NN
Consideration Shares	NM Inc Shares to be issued to Shareholders (other than holders of
	Deferred Shares) in respect of and in proportion to their holding of
	New Ordinary Shares in the Company pursuant to the terms of the
	Share Purchase Agreement
Consolidation Record Time	5.00 p.m. on 26 January 2022
Court	the High Court of Justice in England and Wales
Court Hearing	the hearing by the Court to con rm the Capital Reduction
Court Order	the order of the Court con rming the Capital Reduction
Deferred Shares	the 150,520,616 deferred shares of £0.0024 each in the capital of
	the Company and the 26,000,000 deferred shares of £0.0095
	each in the capital of the Company in issue as at the date of this
	document
De-Listing	the proposed cancellation of admission to trading on AIM of the
	New Ordinary Shares
De-Listing Resolution	the Resolution to be proposed at the General Meeting seeking
	Shareholder approval of the De-Listing

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DTRs	the Disclosure Guidance and Transparency Rules prescribed by
	the Financial Conduct Authority
Disposal	the proposed sale of the entire issued share capital of Rhapsody
	to NM Inc
Disposal Effective Time	11.59 p.m. on 27 January 2022
Disposal Record Time	6.00 p.m. on 27 January 2022
EBT Shares	the 248,000,000 ordinary shares of £0.01 each in the capital of the
	Company subscribed for by the Employee Bene t Trust
EBT Subscription	has the meaning set out in paragraph 11 of Part 1 of this document
Employee Bene t Trust	the Napster Employee Bene t Trust 2021
Existing Ordinary Share(s)	the 2,962,945,547 ordinary shares of £0.01 each in the capital of
	the Company in issue immediately prior to the date of this
	document, all of which are admitted to trading on AIM
nnCap	nnCap Ltd, a private limited company incorporated in England
	and Wales with registered number 06198898 and having its
	registered of ce at 1	Bartholomew	Close, London,
	England, EC1A 7BL
Form of Proxy	the form of proxy for use in connection with the General Meeting,
	which accompanies this document
General Meeting	the general meeting of the Company to be held at the of ces of
	Reed Smith LLP at The Broadgate Tower, 20 Primrose Street,
	London EC2A 2RS at 11.00 a.m. on 20 December 2021, or any
	adjournment thereof, notice of which is set out in the Notice of
	General Meeting
Group	the Company and its subsidiary undertakings (as de ned in the
	Act)
HMRC	HM Revenue & Customs
Intragroup SPA	the conditional intragroup	share purchase	agreement dated
	2 December 2021 between the Company and MVR US in
	relation to the sale of the entire issued share capital of
	Rhapsody to the Company
IPO	the listing of NM Inc on Nasdaq (or an alternative recognised US
	exchange)
Irrevocable Undertakings	the irrevocable undertakings from the Shareholder Directors and
	certain other Shareholders to vote (and to procure that the relevant
	registered holder(s) vote) in favour of the Resolutions in respect of
	their Existing Ordinary Shares, details of which are set out in
	paragraph 16 of Part 1 of this document
JSOP	has the meaning set out in paragraph 11 of Part 1 of this document
JSOP Options	has the meaning set out in paragraph 11 of Part 1 of this document
Latest Practicable Date	the latest practicable date prior to the publication of this
	document, being 2 December 2021
Liabilities	all liabilities relating to the Assets, other than liabilities due within
	one year relating to trade payables, employer related costs and
	certain convertible loan note arrangements
Longstop Date	28 February 2022
LSE	London Stock Exchange Group plc

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