IMPORTANT NOTICE

IMPORTANT: You must read the following disclaimer before continuing. This electronic transmission applies to the attached document, which has been prepared in connectionwith the proposed rights issue (the "Rights Issue") of new ordinary shares in Hyve Group plc (the "Company") and the proposed admission of the shares to the Official List of the Financial Conduct Authority ("FCA") and to trading on the Main Market of the London Stock Exchange ("Admission"). You areadvised to read this disclaimer carefully before reading, accessing or making any other use of the attached document. In accessing the attached document, you agree to and represent and warrant that you will be bound by the following terms and conditions, including any modifications to them each time you receive any information from the Company, Numis Securities Limited ("Numis"), Barclays Bank PLC ("Barclays") or HSBC Bank plc ("HSBC") as a result of such access. You acknowledge that the delivery of this electronic transmission and the attached document is confidential and intended for you only and you agree you will not forward, reproduce or publish this electronic transmission or the attached document to any other person.

The attached document is not a prospectus for the purposes of the Prospectus Rules issued by the FCA. Accordingly, the attached document has not been pre-approved by or filed with the FCA.

The information in the attached document, which is in draft form and is incomplete, is subject to updating, completion, revision, further verification and amendment. Neither the Company, Numis, HSBC, Barclays or their affiliates or their respective representatives are under any obligation to keep current the information contained in the attached document. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES IN THE COMPANY (THE "SECURITIES") HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER US JURISDICTION, AND SECURITIES DESCRIBED IN THIS DOCUMENT MAY NOT BE OFFERED SOLD, TAKEN UP, EXERCISED, RESOLD, RENOUNCED, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFER OF SECURITIES IN THE UNITED STATES.

THE ATTACHED DOCUMENT IS ONLY ADDRESSED TO AND DIRECTED (I) AT PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION (REGULATION (EU) 2017/1129 ("REGULATION") ("QUALIFIED INVESTORS"); (II) TO FEWER THAN 150 NATURAL OR LEGAL PERSONS (OTHER THAN QUALIFIED INVESTORS AS DEFINED IN THE PROSPECTUS REGULATION) IN SUCH RELEVANT MEMBER STATE; OR (III) IN ANY OTHER CIRCUMSTANCES FALLING WITHIN ARTICLE 1(4) OF THE PROSPECTUS DIRECTIVE. IN THE UNITED KINGDOM, THIS DOCUMENT IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") AND QUALIFIED INVESTORS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER; AND (II) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS

COMMUNICATION IS BEING DIRECTED ONLY AT RELEVANT PERSONS AND ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS COMMUNICATION RELATES WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THE ATTACHED DOCUMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.

THE ATTACHED DOCUMENT MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER AND, IN PARTICULAR, MAY NOT BE FORWARDED TO ANY US ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES.

The attached document has been made available to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently neither the Company, Numis, Barclays or HSBC or any of their respective members, directors, officers or employees, agents and advisers accepts any liability or responsibility whatsoever in respect of any difference between the document distributed to you in electronic format and the hard copy version. Please ensure that your copy is complete. If you received this document by e-mail, you should not reply by e-mail to this document. Any reply e-mail communications, including those you generate by using the “reply” function on your e-mail software, will be ignored or rejected.

You are reminded that you have accessed the attached document on the basis that you are a person into whose possession this document may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorised to deliver this document, electronically or otherwise, to any other person.

Confirmation of Your Representation: By accepting the electronic delivery of the attached document you are deemed to have represented to the Company, Numis, Barclays and HSBC that (i) you understand and agree to the terms set out herein; (ii) you will not transmit the attached document (or any copy of it or part thereof) or disclose, whether orally or in writing, in part or in whole, any of its contents to any other person; (iii) you acknowledge that you will make your own assessment regarding any credit, investment, legal, taxation or other economic considerations with respect to your decision to subscribe or purchase any of the Securities in the Company; (iv) either (a) you and any customers you represent are Qualified Institutional Buyers ("QIBs") (within the meaning of Rule 144A under the Securities Act), or (b) you are located outside the United States and you are purchasing the securities being offered in an offshore transaction (within the meaning of Regulation S under the Securities Act) and the electronic mail address that you gave us and to which this email has been delivered is not located in the United States; (v) if you are in the UK or the EEA, you are a Qualified Investor and/or a relevant person (as applicable), and/or a relevant person who is acting on behalf of, relevant persons in the UK or the EEA; (vi) if you are outside the United States, the EEA and the UK (and the electronic mail addresses that you gave us and to which this document has been delivered are not located in such jurisdictions) you are a person into whose possession this document may lawfully be delivered in accordance with the laws of the jurisdiction in which you are located; (vii) you are acting on behalf of, or you are an institutional investor that is eligible to receive this document; and (viii) you consent to delivery of this document and any amendments or supplements thereto by electronic transmission.

This document does not constitute an offer to sell or issue, or the solicitation of an offer to purchase or subscribe for, any securities to any person in any jurisdiction to whom or in which such offer or solicitation

is unlawful and, in particular, is not for distribution in or into Australia, Canada, Japan, South Africa, New Zealand or the United States.

The Securities have not been, and will not be, registered under the US Securities Act of 1933, or under the securities legislation of any state of the United States. In Canada, no prospectus has been or will be filed with any securities commission or similar authority in respect of the Securities. No such securities commission or similar authority in Canada has reviewed or in any way passed upon the merits of the Rights Issue and any representation to the contrary is an offence; no document in relation to the Rights Issue has been, or will be, lodged with, or registered by, the Australian Securities and Investments Commission; and no registration statement has been, or will be, filed with the Japanese Ministry of Finance in relation to the Rights Issue. Accordingly, subject to limited exceptions, the Securities may not, directly or indirectly, be offered or sold within the United States, Canada, Australia, South Africa, New Zealand or Japan or offered or sold to any resident, national or citizen of the United States, Canada, Australia, South Africa, New Zealand or Japan.

The information contained in the attached document is confidential and may constitute inside information for the purposes of the Criminal Justice Act 1993 ("CJA") and the EU Market Abuse Regulation (2014/596/EU) ("MAR"). You should not use this information as a basis for your behaviour in relation to any financial instruments (as defined in MAR) in the Company until such time as the information is publicly announced, as to do so could amount to market abuse for the purposes of MAR.

Numis which is authorised and regulated in the United Kingdom by the FCA, and Barclays and HSBC which are authorised by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the PRA and the FCA, are acting for the Company and no one else in relation to the Rights Issue and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Numis, Barclays and HSBC or for providing advice in relation to any matter contained in this document or any matter or arrangement referred to in it. Any person receiving this document should seek their own independent legal, investment and tax advice as they see fit.

No undertaking, representation or warranty or other assurance, express or implied, is made or given by or on behalf of the Company, Numis, HSBC or Barclays or any of their respective parent or subsidiary undertakings or the subsidiary undertakings of any such parent undertakings or any of their respective directors, officers, partners or employees or any other person as to the accuracy, completeness or fairness of the information or opinions contained in the attached document and, save in the case of fraud, no responsibility or liability (whether in negligence or otherwise) is accepted by any person for any loss, cost or damage suffered or incurred as a result of the reliance on such information or opinions.

Restrictions: Nothing in this electronic transmission constitutes an offer of Securities for sale to persons other than specified qualified institutional buyers to whom it is directed and access has been limited so that it shall not constitute a general solicitation. If you have gained access to this transmission contrary to the foregoing restrictions, you will be unable to purchase any of the Securities described therein.

You may not, nor are you authorised to, copy or reproduce the attached document in whole or in part in any manner whatsoever or deliver, distribute or forward the document or disclose any of its contents to any other person. If you are not the intended recipient of this document, you are hereby notified that any dissemination, distribution or copying of this document is strictly prohibited.

You are responsible for protecting against viruses and other destructive items. Your receipt of this electronic transmission is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.

THIS DOCUMENT AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other appropriate independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (“FSMA”)if you are in the United Kingdom or, if not, from another appropriately authorised independent financial adviser. This document, which comprises: (i) a prospectus relating to Hyve Group plc (the “Company”) and the Rights Issue; and (ii) a notice of a General Meeting, has been prepared in accordance with the Prospectus Regulation Rules of the Financial Conduct Authority (the “FCA”) made pursuant to section 73A of FSMA, has been filed with the FCA and made available to the public in accordance with Rule 3.2 of the Prospectus Regulation Rules. This document can also be obtained free of charge on request from the Company’s Receiving Agent, Equiniti Limited, or from www.hyve.group. This document has been approved as a prospectus by the FCA under section 87A of the FSMA, as a competent authority under Regulation (EU 2017/1129) (the “Prospectus Regulation”). The FCA only approves this prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation and such approval shall not be considered as an endorsement of the Company or of the quality of the securities that are the subject of this prospectus. Investors should make their own assessment as to the suitability of investing in the securities. This document has been drawn up as part of a simplified prospectus in accordance with Article 14 of the Prospectus Regulation. Subject to the restrictions set out below, if you sell or transfer or have sold or transferred all of your Existing Ordinary Shares (other than ex-rights) held in certificated form before 8.00 a.m. on 28 May 2020 (the “Ex-Rights Date”), please send this document, together with the accompanying Form of Proxy and any Provisional Allotment Letter (duly renounced), if and when received, 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 onward delivery to the purchaser or transferee. None of these documents should, however, be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of local securities laws or regulations, including but not limited to (subject to certain exceptions) the United States and any of the other Excluded Territories. Please refer to paragraphs 7 and 9 of Part IV (Terms and Conditions of the Rights Issue) of this document if you propose to send this document and/or the Provisional Allotment Letter outside the United Kingdom. If you sell or have sold or transferred all or some of your Existing Ordinary Shares (other than ex-rights) held in uncertificated form before the Ex-Rights Date, a claim transaction will automatically be generated by Euroclear which, on settlement, will transfer the appropriate number of Nil Paid Rights to the purchaser or transferee. If you sell or have sold or transferred only part of your holding of Existing Ordinary Shares (other than ex-rights) held in certificated form before the Ex-Rights Date, please contact the stockbroker, bank or other agent through whom the sale or transfer was effected immediately. Instructions regarding split applications are set out in Part IV (Terms and Conditions of the Rights Issue) of this document and in the Provisional Allotment Letter. The distribution of this document, any other offering or public material relating to the Rights Issue and/or the Provisional Allotment Letter and/or the transfer of Nil Paid Rights, Fully Paid Rights and/or New Ordinary Shares through CREST or otherwise into a jurisdiction other than the United Kingdom may be restricted by law and therefore persons outside of the United Kingdom into whose possession this document and/or any accompanying documents come should inform themselves about and observe any such restrictions. In particular, subject to certain exceptions, this document and the accompanying documents should not be distributed, forwarded to or transmitted in or into the United States or any of the other Excluded Territories. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdictions. The New Ordinary Shares, the Nil Paid Rights, the Fully Paid Rights and the Provisional Allotment Letters have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “US Securities Act”), or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Existing Ordinary Shares have been admitted to the premium listing segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange. Applications will be made to the UK Listing Authority for the New Ordinary Shares (nil paid and fully paid) and for the Consolidated Ordinary Shares to be admitted to the premium listing segment of the Official List and to the London Stock Exchange for the New Ordinary Shares (nil paid and fully paid) and for the Consolidated Ordinary Shares to be admitted to trading on the London Stock Exchange’s main market for listed securities (together “Admission”). It is expected that Admission will become effective and that dealings in the New Ordinary Shares (nil paid) and in the Consolidated Ordinary Shares will commence on the London Stock Exchange at 8.00 a.m. (London time) on 28 May 2020. HYVE GROUP PLC (Incorporated and registered in England and Wales with registered number 01927339) RIGHTS ISSUE OF 9 NEW ORDINARY SHARES FOR EVERY 40 EXISTING ORDINARY SHARES OF UP TO 183,550,558 NEW ORDINARY SHARES AT 69 PENCE PER NEW ORDINARY SHARE CONSOLIDATION OF EVERY 10 EXISTING ORDINARY SHARES INTO 1 CONSOLIDATED ORDINARY SHARE and NOTICE OF GENERAL MEETING Numis Sponsor, Financial Adviser, Corporate Broker, Joint Global Coordinator, Joint Bookrunner and Joint Underwriter Barclays Joint Global Coordinator, Joint Bookrunner and Joint Underwriter HSBC Joint Global Coordinator, Joint Bookrunner and Joint Underwriter

The latest time and date for acceptance and payment in full for the New Ordinary Shares under the Rights Issue by holders of the Nil Paid Rights is expected to be 11.00 a.m. (London time) on 11 June 2020. The procedure for delivery of the Nil Paid Rights, acceptance and payment is set out in Part IV (Terms and Conditions of the Rights Issue) of this document and, for Qualifying Non-CREST Shareholders only (other than, subject to certain exceptions, those with registered addresses in the United States or any other Excluded Territory), will also be set out in the Provisional Allotment Letter. Qualifying CREST Shareholders should refer to paragraph 5 of Part IV (Terms and Conditions of the Rights Issue)of this document. Overseas Shareholders with registered addresses in the United States or any other Excluded Territory should refer to paragraph 7 and 9 of Part IV (Terms and Conditions of the Rights Issue) of this document. Your attention is drawn to the letter from your Chairman which is set out in Part I (Letter from the Chairman of Hyve Group plc) of this document and which contains a recommendation from your Board that you vote in favour of the Resolutions to be proposed at the General Meeting referred to below. A Notice of General Meeting of the Company, to be held at the Company’s registered office at 2 Kingdom Street, London W2 6JG, is set out at the end of this document. You are asked to complete and return the enclosed Form of Proxy in accordance with the instructions printed on it as soon as possible and, in any event, so as to be received by the Registrar, Equiniti Limited, by not later than 9.30 a.m. on 22 May 2020 (or, in the case of an adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting). You may also submit your proxy electronically at www.sharevote.co.uk using the Voting ID, Task ID and Shareholder Reference Number on the Form of Proxy. If you are a member of CREST you may be able to use the CREST electronic proxy appointment service. Proxies sent electronically must be sent as soon as possible and, in any event, so as to be received by not later than 9.30 a.m. on 22 May 2020 (or, in the case of an adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting). Subject to, among other things, the passing of the Resolutions at the General Meeting, it is expected that Qualifying Non-CREST Shareholders (other than, subject to limited exceptions, Overseas Shareholders with a registered address in the United States or in any of the other Excluded Territories) will be sent Provisional Allotment Letters on 27 May 2020 and that Qualifying CREST Shareholders (other than, subject to limited exceptions, Overseas Shareholders with a registered address in the United States or in any of the other Excluded Territories) will receive a credit to the appropriate stock accounts in CREST in respect of the Nil Paid Rights to which they are entitled on 28 May 2020. The Nil Paid Rights so credited are expected to be enabled for settlement by Euroclear as soon as practicable after Admission. You should carefully read the whole of this document, any accompanying document and any documents incorporated herein by reference. Shareholders and any other person contemplating a purchase of New Ordinary Shares should review in particular the risk factors set out in this document for a discussion of certain risks and uncertainties and other factors that should be considered when considering the matters referred to in this document and deciding on what action to take in relation to the Rights Issue and deciding whether or not to purchase Nil Paid Rights, Fully Paid Rights or New Ordinary Shares. Without prejudice to any legal or regulatory obligation on the Company to publish a supplementary prospectus pursuant to Article 23 of the Prospectus Regulation and Rule 3.4 of the Prospectus Regulation Rules, neither the delivery of this prospectus nor Admission shall, under any circumstances, create any implication that there has been no change in the business or affairs of the Company or the Group since the date of this prospectus or that the information in it is correct as at any time after the date of this prospectus. Numis, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and no one else in connection with the Rights Issue and will not regard any other person (whether or not a recipient of this document) as its client in relation to the Rights Issue and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in connection with the Rights Issue or any other matter referred to herein. HSBC, which is authorised by the Prudential Regulation Authority (“PRA”) and regulated in the United Kingdom by the PRA and the FCA, is acting exclusively for the Company and no one else in connection with the Rights Issue and will not regard any other person (whether or not a recipient of this document) as its clients in relation to the Rights Issue and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in connection with the Rights Issue, or any other matter referred to herein. Barclays is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA. Barclays is acting exclusively for the Company and no one else in connection with the Rights Issue or any other matter referred to in this document. Barclays will not regard any other person (whether or not a recipient of this document) as a client in relation to the Rights Issue or any other matter referred to in this document, and will not be responsible to anyone other than the Company for providing the protections afforded to its respective clients or for the giving of advice in relation to the contents of this document, the Rights Issue, or any transaction, matter, or arrangement referred to in this document. Apart from the responsibilities and liabilities, if any, which may be imposed on each of the Joint Bookrunners by FSMA or the regulatory regime established thereunder, none of the Joint Bookrunners, nor any of their respective affiliates accepts any responsibility whatsoever nor makes any representation or warranty, express or implied, to any person in respect of any acts or omissions of the Company in relation to the Rights Issue or for the contents of this document including its accuracy, completeness, sufficiency or verification or for any other statement made or purported to be made by or on behalf of it, the Company or the Directors in connection with the Company, the Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letters, the New Ordinary Shares or the Rights Issue and other matters referred to in this document and nothing in this document is or shall be read as a promise or representation in this respect whether as to the past or future. Each of the Joint Bookrunners accordingly disclaims all and any liability whatsoever whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of any acts or omissions of the Company in relation to the Rights Issue or this document or any such statement. In connection with the Rights Issue, Barclays, HSBC, Numis and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Nil Paid Rights, Fully Paid Rights or New Ordinary Shares as a principal position and, in that capacity, may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in the New Ordinary Shares, any other securities of the Company or other related investments in connection with the Rights Issue or otherwise. Accordingly, references in this document to New Ordinary Shares being offered or sold should be read as including any offering or sale of New Ordinary Shares to Barclays, HSBC, Numis or any of their respective affiliates acting in such capacity. Neither Barclays, HSBC, Numis nor any of their respective affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so. In making an investment decision, each investor must rely on their own examination, analysis and enquiry of the Company and the terms of the Rights Issue, including the merits and risks involved. The investors also acknowledge that: (i) they have not relied on any of the Joint Bookrunners, nor any person affiliated with any of them in connection with any investigation of the accuracy of any information contained in this document or their investment decision; and (ii) they have relied only on the information contained in this document, and that no person has been authorised to give any information or to make any representation concerning the Company or the Group or the Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letters or the New Ordinary Shares (other than as contained in this document) and, if given or made, any such other information or representation should not be relied upon as having been authorised by the Company or any of the Joint Bookrunners.

NOTICE TO US INVESTORS None of the New Ordinary Shares, the Nil Paid Rights, the Fully Paid Rights or the Provisional Allotment Letters have been or will be registered under the US Securities Act or under securities laws of any state or other jurisdiction of the United States, and may not be

2 offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the New Ordinary Shares, Nil Paid Rights or Fully Paid in the United States or any of the other Excluded Territories. This document, the New Ordinary Shares, the Nil Paid Rights, the Fully Paid Rights and the Provisional Allotment Letters have not been approved or disapproved by the US Securities and Exchange Commission (“SEC”), any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon, or endorsed the merits of, the offering of the New Ordinary Shares, Nil Paid Rights, or Fully Paid Rights or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States. The New Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights are being offered and sold: (i) outside the United States in “offshore transactions” as defined in and pursuant to Regulation S under the US Securities Act (“Regulation S”); and (ii) within the United States only to persons reasonably believed to be “qualified institutional buyers” (“QIBs”), as defined in Rule 144A under the US Securities Act (“Rule 144A”), in reliance on an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. Prospective investors are hereby notified that the Joint Bookrunners may be relying on the exemption from the provision of Section 5 of the US Securities Act provided by Rule 144A. In addition, until 40 days after the commencement of the Rights Issue, an offer, sale or transfer of New Ordinary Shares, Nil Paid Rights, or Fully Paid Rights within the United States by any dealer (whether or not participating in the Rights Issue) may violate the registration requirements of the US Securities Act. Any person in the United States who obtains a copy of this document who is not a Qualifying Shareholder or a QIB is required to disregard it.

NOTICE TO CANADIAN RESIDENTS No prospectus has been filed with any securities commission or similar regulatory authority in Canada in connection with the offer and sale of Nil Paid Rights, Fully Paid Rights, New Ordinary Shares or Provisional Allotment Letter. No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon this document or on the merits of the Nil Paid Rights, Fully Paid Rights, New Ordinary Shares or Provisional Allotment Letter and any representation to the contrary is an offence. Except as otherwise provided for herein, this document does not constitute an offer of Nil Paid Rights, Fully Paid Rights, New Ordinary Shares or Provisional Allotment Letter to any Shareholder with a registered address in, or who is resident in, Canada, and under no circumstances shall be construed as a public advertisement or public offering in any province or territory in Canada. Any distribution of Nil Paid Rights, Fully Paid Rights, New Ordinary Shares or Provisional Allotment Letter in Canada is being made on a “private placement” basis exempt from the requirement that the Company prepare and file a prospectus with the securities commissions or similar regulatory authorities in Canada. Nil Paid Rights, Fully Paid Rights, New Ordinary Shares and Provisional Allotment Letter may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered in Canada, except that: (A) this restriction does not apply to a Shareholder in Canada who is notified in writing by the Joint Bookrunners that the Shareholder is eligible to participate in the Rights Issue and makes for the benefit of the Company and the Joint Bookrunners such written representations, warranties and undertakings as may reasonably be required in connection with such participation, as applicable; and (B) New Ordinary Shares may be offered and sold by underwriters or sub-underwriters to purchasers in the provinces of British Columbia, Alberta, Ontario or Québec that will be deemed to have represented to the Company and the Joint Underwriters that such purchaser is (i) purchasing, or deemed to be purchasing, as principal in accordance with applicable Canadian securities laws, (ii) an accredited investor, as defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions or, in Ontario, subsection 73.3(1) of the Securities Act (Ontario), and (iii) a permitted client, as defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any sale or resale of Nil Paid Rights, Fully Paid Rights or New Ordinary Shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws. Resale restrictions may under certain circumstances apply to resales of the Securities outside of Canada. Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this document (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal adviser. Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (“NI 33-105”), the underwriters and sub-underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

NOTICE TO EEA INVESTORS In relation to each EEA State (except for the United Kingdom) which has implemented the Prospectus Regulation (each a “relevant member state”), no New Ordinary Shares, Nil Paid Rights, or Fully Paid Rights have been offered or will be offered pursuant to the Rights Issue to the public in that relevant member state prior to the publication of a prospectus in relation to the New Ordinary Shares, Nil Paid Rights, or Fully Paid Rights which has been approved by the competent authority in that relevant member state or, where appropriate, approved in another relevant member state and notified to the competent authority in the relevant member state, all in accordance with the Prospectus Regulation, except that, with effect from and including the relevant implementation date, offers of New Ordinary Shares, Nil Paid Rights, or Fully Paid Rights may be made in that relevant member state at any time: (A) to any legal entity which is a qualified investor as defined in the Prospectus Regulation; (B) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Regulation) in such relevant member state; or (C) in any other circumstances falling within Articles 1(3), 1(4) or 3(2) of the Prospectus Regulation, provided that no such offer of New Ordinary Shares, Nil Paid Rights, or Fully Paid Rights shall result in a requirement for the publication by the Company and the Joint Underwriters of a prospectus pursuant to Article 3 of the Prospectus Regulation or supplemental prospectus pursuant to Article 23 of the Prospectus Regulation. For this purpose, the expression “offer of New Ordinary Shares, Nil Paid Rights, or Fully Paid Rights to the public” in relation to any New Ordinary Shares, Nil Paid Rights, or Fully Paid Rights in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the Rights Issue and any New Ordinary Shares, Nil Paid Rights, or Fully Paid

3 Rights to be offered so as to enable an investor to decide to subscribe for or acquire any New Ordinary Shares, Nil Paid Rights, or Fully Paid Rights.

NOTICE TO SWISS RESIDENTS The offering of New Ordinary Shares, Nil Paid Rights, or Fully Paid Rights in Switzerland is exempt from the requirement to prepare and publish a prospectus under the Swiss Financial Services Act (“FinSA”) because such offering is made to professional clients within the meaning of the FinSA only and/or to less than 500 retail clients within the meaning of the FinSA and neither of the New Ordinary Shares, Nil Paid Rights, or Fully Paid Rights will be admitted to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. This document does neither constitute a prospectus pursuant to FinSA, nor pursuant to article 652a of the Swiss Code of Obligations (as such article was in effect immediately prior to the entry into effect of FinSA), nor pursuant to the Listing Rules of SIX Swiss Exchange, and no such prospectus has been or will be prepared for or in connection with the offering of New Ordinary Shares, Nil Paid Rights, or Fully Paid Rights.

NOTICE TO TURKISH RESIDENTS This document does not constitute an offer to sell, or the solicitation of an offer to buy, of the New Ordinary Shares in the Republic of Turkey where such offer or solicitation is subject to approval by the Turkish Capital Markets Board (“CMB”). The distribution of this document and/or any accompanying documents and/or the transfer of the New Ordinary Shares under the Rights Issue into the Republic of Turkey in a manner that may constitute an offering or sale may be restricted by law. Therefore, persons into whose possession this document or any accompanying documents comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws and regulations of the Republic of Turkey. Notwithstanding the foregoing, pursuant to Decree No. 32 on the Protection of the Value of the Turkish Lira, residents of Turkey: (a) may purchase or sell the New Ordinary Shares (or beneficial interests therein) offshore provided that such purchase or sale is made through licensed banks or licensed brokerage institutions authorised pursuant to Banking Regulation and Supervisory Authority (“BRSA”) and/or CMB regulations and the purchase price is transferred through licensed banks authorised under BRSA regulations. As such, Turkish residents should use licensed banks or licensed brokerage institutions when purchasing the New Ordinary Shares (or beneficial interests therein) under the Rights Issue and transfer the purchase price through licensed banks authorised under BRSA regulations.

NOTICE TO AUSTRALIAN RESIDENTS This Prospectus and the offer is only made available in Australia to persons to whom a disclosure document is not required to be given under Chapter 6D of the Australian Corporations Act 2001 (Cth) (the “Corporations Act”), including to existing shareholders in the Company under ASIC Corporations (Foreign Rights Issues) Instrument 2015/356. This Prospectus is not a prospectus, product disclosure statement or any other form of “disclosure document” for the purposes of the Corporations Act and is not required to, and does not contain all the information which would be required in a disclosure document under the Corporations Act. The persons referred to in this document may not hold Australian financial services licences and may not be licensed to provide financial product advice in relation to the New Ordinary Shares. No “cooling-off” regime will apply to an acquisition of Nil Paid Rights, Fully Paid Rights or New Ordinary Shares. This document does not take into account the investment objectives, financial situation or needs of any particular person. Accordingly, before making any investment decision in relation to this document, you should assess whether the acquisition of Nil Paid Rights, Fully Paid Rights or New Ordinary Shares is appropriate in light of your own financial circumstances or seek professional advice.

NOTICE TO ALL INVESTORS Capitalised terms have the meanings ascribed to them set out in Appendix I (Definitions) of this document. Certain information in relation to the Company is incorporated by reference into this document. You should refer to Part XI (Documents Incorporated by Reference) of this document. Any reproduction or distribution of this document, in whole or in part, and any disclosure of its contents or use of any information for any purposes other than in considering an acquisition of New Ordinary Shares, Nil Paid Rights, or Fully Paid Rights is prohibited, except to the extent such information is otherwise publicly available. By accepting delivery of, or accessing, this document, each offeree of the New Ordinary Shares, the Nil Paid Rights, or the Fully Paid Rights agrees to the foregoing. No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representations must not be relied upon as having been authorised by the Company. Subject to FSMA, the Listing Rules, the Disclosure Guidance and Transparency Rules and the Prospectus Regulation Rules, neither the delivery of this document nor any acquisition or sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of Hyve since the date of this document or that the information in this document is correct as at any time after this date. Without limitation, the contents of the Company’s website, or any links accessible through the Company’s website, do not form part of this document. The contents of this document are not to be construed as legal, business or tax advice. Neither the Company, the Joint Bookrunners, nor any of their respective representatives, is making any representation to any offeree or purchaser of the New Ordinary Shares, the Nil Paid Rights, or the Fully Paid Rights regarding the legality of an investment in the New Ordinary Shares by such offeree or purchaser under the laws applicable to such offeree or purchaser. Each prospective investor should consult his, her or its own legal adviser, business advisor, financial adviser or tax adviser as to the legal, business, financial or tax related aspects of a purchase of the New Ordinary Shares, the Nil Paid Rights, or the Fully Paid Rights.

AVAILABLE INFORMATION For so long as any of the Ordinary Shares are in issue and are “restricted securities” within the meaning of Rule 144(a)(3) under the US Securities Act, the Company will, during any period in which it is neither subject to section 13 or 15(d) under the US Securities Exchange Act of 1934, as amended (the “US Exchange Act”), nor exempt from reporting under the US Exchange Act pursuant to Rule 12g3-2(b) thereunder, make available to any holder or beneficial owner of an Ordinary Share, or to any prospective purchaser of a New Ordinary Share designated by such holder or beneficial owner, upon the request of such holder, beneficial owner or prospective purchaser the information specified in, and meeting the requirements of, Rule 144A(d)(4) under the US Securities Act.

4 INFORMATION TO DISTRIBUTORS Solely for the purposes of the product governance requirements contained within: (i) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (ii) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (iii) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares, the Nil Paid Rights, and the Fully Paid Rights have been subject to a product approval process, which has determined that they each are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the New Ordinary Shares, the Nil Paid Rights, and/or the Fully Paid Rights may decline and investors could lose all or part of their investment; the New Ordinary Shares, the Nil Paid Rights, and the Fully Paid Rights offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares the Nil Paid Rights, or the Fully Paid Rights is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Rights Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (i) an assessment of suitability or appropriateness for the purposes of MiFID II; or (ii) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Ordinary Shares, the Nil Paid Rights, or the Fully Paid Rights. Each distributor is responsible for undertaking its own Target Market Assessment in respect of the New Ordinary Shares, the Nil Paid Rights, and the Fully Paid Rights and determining appropriate distribution channels. By accepting this document you agree to be bound by the above conditions and limitations.

The date of this document is 7 May 2020.

5 CONTENTS

Page SUMMARY ...... 7 RISK FACTORS ...... 14 RIGHTS ISSUE STATISTICS...... 36 EXPECTED TIMETABLE OF PRINCIPAL EVENTS ...... 37 IMPORTANT INFORMATION ...... 39 WHERE TO FIND HELP ...... 47 DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS ...... 48 PART I LETTER FROM THE CHAIRMAN OF HYVE GROUP PLC...... 49 PART II SOME QUESTIONS AND ANSWERS ABOUT THE RIGHTS ISSUE...... 73 PART III INFORMATION ON THE NEW ORDINARY SHARES ...... 83 PART IV TERMS AND CONDITIONS OF THE RIGHTS ISSUE...... 86 PART V INFORMATION ON THE GROUP ...... 124 PART VI OPERATING AND FINANCIAL REVIEW...... 147 PART VII HISTORICAL FINANCIAL INFORMATION ...... 191 PART VIII UNAUDITED PRO FORMA FINANCIAL INFORMATION ...... 193 PART IX TAXATION...... 198 PART X ADDITIONAL INFORMATION ...... 211 PART XI DOCUMENTS INCORPORATED BY REFERENCE ...... 238 APPENDIX I – DEFINITIONS...... 240 APPENDIX II – SCHEDULED, CANCELLED & POSTPONED EVENTS AS AT THE REFERENCE DATE...... 250 PART A – CANCELLED AND POSTPONED EVENTS AS AT THE REFERENCE DATE...... 250 PART B – EVENTS SCHEDULED BETWEEN THE REFERENCE DATE AND THE END OF FY 2020...... 252 NOTICE OF GENERAL MEETING ...... 253

6 SUMMARY

Section 1 – Introduction and warnings Name and international securities Hyve Group plc ordinary shares, ISIN: GB00BKP36R26. identification number (ISIN) of the New Ordinary Shares

Identity and contact details of the issuer, Name is Hyve Group plc (the “Company” and together with its subsidiaries, the “Group”) including its legal entity identifier (LEI) (incorporated in England and Wales with registered number 01927339). The Company’s registered office is at 2 Kingdom Street, London, England, W2 6JG. The telephone number is +44 (0)203 545 9400 and the legal entity identifier number of the Company is 549300ZOQOW485BCD047.

Identity and contact details of the This prospectus has been approved by the Financial Conduct Authority as competent competent authority approving the authority under the Prospectus Regulation (“FCA”). The head office of the FCA is at 12 prospectus Endeavour Square, London, England, E20 1JN. The telephone number of the FCA is +44 (0)20 7066 1000.

Date of approval of the prospectus 7 May 2020

Warnings This summary should be read as an introduction to the prospectus. Any decision to invest in the securities should be based on a consideration of the prospectus as a whole by the investor including the information incorporated by reference. The investor could lose all or part of the invested capital. Where a claim relating to the information contained in a prospectus is brought before a court, the plaintiff investor might, under national law, have to bear the costs of translating the prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only where the summary is misleading, inaccurate or inconsistent, when read together with the other parts of the prospectus, or where it does not provide, when read together with the other parts of the prospectus, key information in order to aid investors when considering whether to invest in such securities.

Section 2 – Key information on the issuer Who is the issuer of the securities? The domicile and legal form of the The Company is a public limited company domiciled and incorporated in England and issuer; the law under which the Wales under the Companies Acts 1948 to 1981 with registered number 01927339. The issuer operates and its country of principal legislation under which the Company operates is the Companies Act 2006 and incorporation regulations thereunder.

The issuer’s principal activities Hyve is a next generation global events business that specialises in putting on market leading events, where customers from around the world are able to connect, learn, advance their businesses and contribute to shaping industry innovation. The Group’s vision is to create the world’s leading portfolio of content driven, must attend events, delivering an outstanding experience and return on investment for its customers. The Group’s events portfolio includes 133 exhibitions and conferences (including a small number of biennial events), and it believes its market-leading events in key industry sectors facilitate the formation of new communities among, and creation of new business opportunities for, its customers. The Group’s events address both large, mature markets and emerging markets, and its business is comprised of six segments, being Global Brands, Russia, Asia, UK, Central Asia and Eastern & Southern Europe. The Group’s customer base is primarily comprised of exhibitors (which account for 93 per cent. of the Group’s revenue during the financial year ending 30 September 2019) and attendees, but also includes sponsors, speakers and other special guests, and providing a premium service to each of these different customer types is critical to the Group’s success. The Group’s events attract a wide range of customers including buyers, sellers, groups, individuals, corporations, governments, schools, social media influencers and other decision makers amongst others. In addition to its core role as an event organiser, the Group also acts as a marketing platform and facilitator for its customers. The Group’s events connect exhibitors and attendees from around the world through face-to-face contact, facilitated meetings, community creation and networking and marketing platforms.

7 The issuer’s major shareholders, As at 5 May 2020, in so far as is known to the Company, the name of each person who, 6 including whether it is directly or directly or indirectly, is interested in voting rights representing 3 per cent. or more of the indirectly owned or controlled and by total voting rights in respect of the Company’s issued ordinary share capital, and the whom amount of such person’s holding, is as follows: Ordinary shares owned at 5 May 2020 Following the Rights Issue(2) Number of Existing Per cent. of Number of Per cent. of Ordinary issued share New Ordinary issued share Shares(1) capital Shares capital RWC Partners 102,306,625 12.54 33,249,652 12.54 BlackRock 64,680,861 7.93 21,021,279 7.93 Brandes Investment Partners 64,479,884 7.90 20,955,961 7.90 Fidelity Management & Research 56,900,370 6.97 18,492,620 6.97 Amiral Gestion 45,754,912 5.61 14,870,346 5.61 Bestinver Asset Management 40,614,404 4.98 13,199,680 4.98 Legal & General Investment Management 34,342,664 4.21 11,161,365 4.21 Invesco 33,518,081 4.11 10,893,376 4.11 JO Hambro Capital Management 28,830,651 3.53 9,369,961 3.53 Franklin Templeton 26,149,563 3.21 8,498,607 3.21 ————— Notes: (1) Includes both direct and indirect shareholdings. (2) Assuming full take up by all persons of their entitlements under the Rights Issue.

None of the major shareholders referred to above have different voting rights from other shareholders of the Company. As at 5 May 2020, the Company is not aware of any arrangements pursuant to which any person directly or indirectly, jointly or severally, will exercise or could exercise control over the Company.

The identity of the issuer’s key managing Mark Shashoua (Chief Executive Officer) directors Andrew Beach (Chief Financial Officer)

The identity of the issuer’s statutory BDO LLP, 55 Baker Street, London, England, W1U 7EU. auditors

What is the key financial information regarding the issuer? Key financial information The table below sets out the Group’s summary financial information for the periods indicated. The financial information has been extracted without material adjustment from the audited and unaudited financial statements of the Group for the relevant period.

Six months ended 31 March Year ended 30 September 2020 2019 (unaudited) (unaudited) 2019 2018 2017 £m £m £m £m £m Consolidated Income Statement Revenue 96.3 107.8 220.7 175.7 152.6 Operating profit/(loss)(1) (168.4) 4.0 14.2 (1.6) (4.2) Profit/(loss) before tax (168.3) 1.9 8.7 (3.7) (3.2) Profit/(loss) (168.2) 0.4 4.1 (6.7) (6.4) Consolidated statement of financial position(2) Total assets 653.4 656.7 637.3 669.2 299.3 Total liabilities(3) (454.8) (336.2) (315.5) (344.3) (209.0) Net Assets 198.6 320.5 321.8 324.9 90.3 Consolidated Cash flow Statement Net cash from operating activities 22.9 10.1 28.8 18.7 35.5 Net cash utilised on investing activities (98.7) (25.5) (35.1) (292.1) (11.8) Net cash inflow/(outflow) from financing activities 132.1 (1.5) (10.3) 302.0 (14.9) Net (decrease)/increase in cash and cash equivalents 56.3 (16.9) (16.6) 28.6 8.9 33.0 49.6 49.6 23.3 15.5

8 Six months ended 31 March Year ended 30 September 2020 2019 (unaudited) (unaudited) 2019 2018 2017 £m £m £m £m £m Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period 89.9 32.9 33.0 49.6 23.3 ————— Notes: (1) Operating profit/(loss) for the six months ended 31 March 2020 includes impairment charges recognised of £166.8 million. (2) Total assets and total liabilities as of 30 September 2018 and 1 October 2017 were restated upon the adoption of IFRS 15 to £645.3 million and £320.5 million as at 30 September 2018, respectively, and £275.8 million and £185.5 million as at 1 October 2017, respectively, in the Annual Report and Accounts of the Company for the financial year ended 30 September 2019. The amounts presented in the Key Financial Information were extracted without adjustment from the audited, consolidated financial statements relating to the Company as at the financial year ended 30 September 2018 and the financial year ended 30 September 2017. (3) Total liabilities includes total debt of £267.6 million.

Pro forma financial information Selected unaudited pro forma financial information which illustrates the effect on the consolidated net assets of the Group as if the Rights Issue (as defined in Section 3 of this Summary) had taken place on 31 March 2020. The pro forma financial information has been prepared for illustrative purposes only and, because of its nature, addresses a hypothetical situation and, therefore, does not represent the Group’s actual financial position. Unaudited pro forma statement of net assets Net Group as at proceeds of 31 March Rights Pro forma 2020(1) Issue(2) Total £m £m £m Non-current assets 500.4 — 500.4 Current assets 153.0 116.8 269.8 Total assets 653.4 116.8 770.2 Current liabilities (173.2) — (173.2) Non-current liabilities (281.6) — (281.6) Total liabilities (454.8) — (454.8)

Net assets 198.6 116.8 315.4

Adjusted net debt(3) (157.2) 116.8 (40.4) ————— Notes: (1) The net assets of the Group at 31 March 2020 have been extracted without adjustment from the unaudited consolidated interim financial statements of the Group for the period ended 31 March 2020. (2) The Rights Issue is expected to raise net proceeds of approximately £116.8 million (approximately £126.6 million gross proceeds less estimated expenses of £9.8 million). (3) Pro forma adjusted net debt has been calculated as follows:

The Group as at Net 31 March proceeds of 2020 Rights Issue Pro forma £m £m £m Cash and cash equivalents 89.9 116.8 206.7 Bank loan and overdrafts (247.2) — (247.2) Lease obligations (20.4) — (20.4) Net debt (177.6) 116.8 (60.8) Lease obligations 20.4 — 20.4 Adjusted net debt (157.2) 116.8 (40.4)

(4) No account has been taken of the financial performance of the Group since 31 March 2020 nor of any other even same as disclosed above.

9 Brief description of any qualifications in Not applicable. There are no qualifications in the auditors’ report on the historical the audit report relating to the historical information incorporated by reference into this document. financial information

What are the key risks that are specific to the issuer? Prior to investing in the securities, prospective investors should consider the associated risks. The key risks specific to the Company are: * The Group may breach its lending arrangements and its financial position may otherwise be adversely affected if any of the resolutions to be proposed at the general meeting of the shareholders of the Company are not passed and the Rights Issue does not proceed and the conditions set out in the Second Waiver Letter (as defined in Section 3 of this Summary) are not fulfilled. * The Group has postponed or cancelled a significant number of events previously scheduled to take place this financial year, which has had a material adverse impact on the Group’s financial position, and the Directors believe that additional events may be postponed or cancelled. * The Group may not be able to source or obtain suitable venues, locations or dates for certain events. * Attendance at the Group’s events could decline as a result of disruptions in global or local travel conditions, fear of communicable disease (novel or existing), as well as risks pertaining to an actual terrorist event, adverse weather, either in the year of or the year preceding any event.

Section 3 – Key information on the securities What are the main features of the securities? The proposed rights issue of the Company in respect of which this document has been prepared (“Rights Issue”) is anticipated to comprise in aggregate up to 183,550,558 new ordinary shares of ten pence each in the capital of the Company (“New Ordinary Shares”) in each case at a price of 69 pence per New Ordinary Share. When admitted to trading, the New Ordinary Shares will be registered with the following ISIN: GB00BKP36R26. The existing ordinary shares of the Company (“Existing Ordinary Shares”) are denominated and quoted in sterling on the London Stock Exchange and the New Ordinary Shares will be traded and quoted in the same way. As at 6 May 2020 (the “Reference Date”), the Company had 815,780,256 Existing Ordinary Shares of one pence each in issue (all of which were fully paid or credited as fully paid). The New Ordinary Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Ordinary Shares and will rank in full for all dividends and other distributions made, paid or declared in respect of the ordinary shares of one pence each in the capital of the Company (the “Ordinary Shares”) after their issue. On a winding up of the Company, the balance of the assets available for distribution, after deduction of any provision made under applicable law and subject to any special rights attaching to any class of Ordinary Shares, shall be applied in repaying to shareholders the amounts paid up on the Ordinary Shares held by them and any surplus assets will belong to the holders of any Ordinary Shares then in issue according to the numbers of Ordinary Shares held by them or, if no Ordinary Shares are then in issue, to the holders of any unclassified shares then in issue according to the numbers of shares held by them. There are no special rights, restrictions or prohibitions as regards voting for the time being attached to any Ordinary Shares and there are no restrictions on the free transferability of the Ordinary Shares. The board of directors of the Company (“Directors” or “Board”) has taken the decision not to pay a dividend for the current financial year, during which it will continue to invest in the events that the Directors believe are of strategic importance to the Group’s future, including the Group’s largest events and those with the greatest potential for growth (“Core Events”). On 7 May 2020, the Company and its lending banks entered into a waiver letter (“Second Waiver Letter”) pursuant to which such lending banks agreed, subject to certain conditions (including the successful completion of the Rights Issue), to certain amendments to the terms of the Group’s banking facilities. The terms of the Second Waiver Letter provide that, whilst such amendments are in place, the Company is precluded from paying dividends without obtaining the consent of the majority of the Group’s lenders. Following the Rights Issue, the payment of dividends by the Company to its shareholders will therefore be restricted in accordance with the terms of the Second Waiver Letter. The Board understands the importance of optimising value for shareholders and it is the Board’s intention to return to paying a dividend once they believe it is financially prudent for the Group to do so, following the Group again becoming compliant with the original covenants in its banking facilities and having repaid the deferred loan amortisation payments.

Where will the securities be traded? Applications will be made for the New Ordinary Shares issued pursuant to the Rights Issue to be admitted to the premium listing segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange (“Admission”).

What are the key risks that are specific to the securities? Prior to investing in the New Ordinary Shares, prospective investors should consider the associated risks. The key risks specific to the New Ordinary Shares are: * The market value of the Ordinary Shares may fluctuate significantly as a result of factors beyond the Company’s control and may not always reflect the underlying asset value or prospects of the Company. * There are certain limitations as to the Group’s ability to pay dividends. * US tax law was recently enacted and there is uncertainty with respect to its application. * The Company may be classified as a passive foreign investment company for US federal income tax purposes, which could subject US investors in the Company’s ordinary shares to significant adverse US federal income tax consequences.

10 * Shareholders with registered addresses outside the UK or who are incorporated in, registered in or otherwise resident or located in, countries outside the UK may have fewer rights than they would as UK shareholders or as shareholders of companies organised in their local jurisdiction.

Section 4 – Key information on the offer of securities to the public and/or the admission to trading on a regulated market Under which conditions and timetable can I invest in this security? Terms and conditions of the Rights Issue Pursuant to the Rights Issue, the Company is proposing to raise estimated net proceeds of £116.8 million. The Rights Issue is being fully underwritten by Barclays Bank PLC, HSBC Bank plc and Numis Securities Limited (the “Joint Underwriters”) on, and subject to, the terms and conditions of an underwriting agreement entered into between the Joint Underwriters and the Company (“Underwriting Agreement”). The Underwriting Agreement contains various warranties and indemnities given by the Company for the benefit of the Joint Underwriters and is conditional on (amongst other matters): * compliance by the Company in all material respects with all its obligations under the Underwriting Agreement; * no supplementary prospectus being required to be prepared and issued in respect of the Rights Issue; * no material adverse change having occurred in relation to the Company or the Group since the date of the Underwriting Agreement; * the Second Waiver Letter not having been terminated; and * the passing (without material amendment) of the resolutions set out in the notice of general meeting of the Company forming part of this document.

In connection with the Rights Issue, the Company is proposing to undertake a consolidation of its Existing Ordinary Shares (“Share Consolidation”). The Share Consolidation will comprise a consolidation of the Ordinary Shares in issue at 6.00 p.m. on Wednesday 27 May 2020 (the “Consolidation Record Date”) under which shareholders will receive consolidated Ordinary Shares (“Consolidated Ordinary Shares”) on the ratio of one Consolidated Ordinary Share in substitution for every ten Existing Ordinary Shares (“Consolidation Ratio”). The Share Consolidation is proposed in order to achieve a higher market price for the Consolidated Ordinary Shares and, accordingly, a more appropriate price (“Issue Price”) in the Rights Issue. Subject to fulfilment of, among other things, the conditions set out below, the New Ordinary Shares will be offered to shareholders on the register of members of the Company on the Rights Issue Record Date which are not otherwise excluded from participating in the Rights Issue (“Qualifying Shareholders”) on the following basis: 9 New Ordinary Shares at 69 pence each for every 40 Existing Ordinary Shares this is equivalent to 9 New Ordinary Shares at 69 pence each for every 4 Consolidated Ordinary Shares held and registered in the name of each such shareholder at the close of business on the Rights Issue Record Date (and so in proportion for any other number of Existing Ordinary Shares then held) and otherwise on the terms and conditions set out in this document. Holdings of Existing Ordinary Shares in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating entitlements under the Rights Issue. Fractions of New Ordinary Shares will not be allotted and fractional entitlements will be rounded down to the nearest whole number of New Ordinary Shares. The Issue Price represents a discount of approximately 67.8 per cent. to the closing, middle market quotation in pounds sterling of an Existing Ordinary Share, as published in the Daily Official List (“Closing Price”) multiplied by the Consolidation Ratio (“Consolidation Closing Price”) on 6 May 2020 (being the last business day prior to the date of this document) and a 39.0 per cent. discount to the theoretical ex-rights price of 113.1 pence per New Ordinary Share calculated by reference to that Consolidated Closing Price on the same basis. The Rights Issue is being fully underwritten by each of the Joint Underwriters, subject to the terms and conditions of the Underwriting Agreement. The Rights Issue is conditional upon, amongst other things: * the passing of each of the resolutions to be proposed at the general meeting of shareholders of the Company; * the Underwriting Agreement between the Company and the Joint Underwriters becoming or being declared unconditional (save in respect of Admission); and * Admission becoming effective by no later than 8:00 a.m. on 28 May 2020 (or such later time and/or date as the Company and the Joint Underwriters may determine). In the event that these conditions are not satisfied or waived (where capable of waiver), the Rights Issue will be revoked and will not proceed. In such circumstances, application monies will be returned (at the applicant’s risk) without payment of interest, as soon as practicable thereafter. The New Ordinary Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Ordinary Shares and will rank in full for all dividends and other distributions made, paid or declared in respect of the Ordinary Shares after their issue.

Expected timetable Each of the times and dates set out in the expected timetable of principal events below and mentioned in this document, the provisional allotment letter accompanying it (“Provisional Allotment Letter”) and in any other document issued in connection with the Rights Issue are subject to change by the Company, in which event details of the new times and dates will be notified to the London Stock Exchange and, where appropriate, Qualifying Shareholders. References to times in this document are to London time unless otherwise stated. The ability to participate in the Rights Issue is subject to certain restrictions relating to shareholders with registered addresses or located or resident in countries outside the UK.

11 Announcement of the Rights Issue 7 May 2020 Publication and posting of this document, notice of General Meeting and Form of Proxy 7 May 2020 Latest time and date for receipt of Forms of Proxy or electronic proxy appointments 9.30 a.m. on 22 May 2020 Record Date for entitlements under the Rights Issue 6.00 p.m. on 22 May 2020 General Meeting 9.30 a.m. on 27 May 2020 Date of despatch of Provisional Allotment Letters (to Qualifying non-CREST Shareholders only) 27 May 2020 Record Date for the Share Consolidation 6.00 p.m. on 27 May 2020 Publication of notice in the London Gazette 28 May 2020 Admission and dealings in the Consolidated Ordinary Shares commence on the London Stock Exchange 8.00 a.m. on 28 May 2020 Admission and dealings in New Ordinary Shares, nil paid, commence on the London Stock Exchange 8.00 a.m. on 28 May 2020 Expected date for CREST accounts to be credited for the Consolidated Ordinary Shares to As soon as practicable after 8.00 a.m. on be held in uncertificated form 28 May 2020 Existing Ordinary Shares marked “ex-rights” by the London Stock Exchange 8.00 a.m. on 28 May 2020 As soon as practicable after Nil Paid Rights credited to stock accounts in CREST (Qualifying CREST Shareholders only) 8.00 a.m. on 28 May 2020 As soon as practicable after Nil Paid Rights and Fully Paid Rights enabled in CREST 8.00 a.m. on 28 May 2020 Latest time and date for cashless take-up or disposal of Nil Paid Rights or Fully Paid Rights using the Special Dealing Service 5.00 p.m. on 4 June 2020 Recommended latest time for requesting withdrawal of Nil Paid Rights or Fully Paid Rights from CREST (i.e. if your Nil Paid Rights or Fully Paid Rights are in CREST and you wish to convert them into certificated form) 4.30 p.m. on 5 June 2020 Latest time and date for depositing renounced Provisional Allotment Letters, nil paid or fully paid, into CREST or for dematerialising Nil Paid Rights into a CREST stock account 3.00 p.m. on 8 June 2020 Latest time and date for splitting of Provisional Allotment Letters 3.00 p.m. on 9 June 2020 Despatch of cheques in relation to net proceeds of disposal of Nil Paid Rights under the Special Dealing Service 9 June 2020 Latest time and date for acceptance in CREST and payment in full and registration of renounced Provisional Allotment Letters 11.00 a.m. on 11 June 2020 Expected date of announcement of results of the Rights Issue announced through a Regulatory Information Service 8.00 a.m. on 12 June 2020 Dealings in the New Ordinary Shares to commence on the London Stock Exchange fully paid By 8.00 a.m. on 12 June 2020 New Ordinary Shares credited to CREST accounts (uncertificated holders only) Soon after 8.00 a.m. on 12 June 2020 Expected despatch of definitive share certificates for New Ordinary Shares and premium payments (if applicable) of Nil Paid Rights not taken up No later than 26 June 2020 Expected despatch of definitive share certificates for Consolidated Ordinary Shares and fractional payments issued in CREST or cheques relating to the Share Consolidation despatched Within ten Business Days of Admission

Dilution Following the Share Consolidation, the Company is expected to have approximately 81,578,026 Consolidated Ordinary Shares in issue. Up to 183,550,558 New Ordinary Shares will be issued in the Rights Issue. The New Ordinary Shares will represent approximately 225.0 per cent. of the Consolidated Ordinary Shares that will be in issue immediately following the Share Consolidation. Qualifying Shareholders who take up their pro rata entitlement in full will suffer no dilution to their interests in the Company (calculated on the basis of the Existing Ordinary Shares). Qualifying Shareholders who do not take up any of their rights to take up the New Ordinary Shares will suffer an immediate dilution of approximately 69.2 per cent. in their interests in the Company (calculated on the basis of the Existing Ordinary Shares).

Costs and expenses The total estimated costs and expenses of the Rights Issue payable by the Company are approximately £9.8 million (excluding recoverable VAT). Investors will not be charged expenses by the Company in respect of the Issue.

Why is this prospectus being produced? Reasons for the Rights Issue As at 31 March 2020, the Group’s net debt was £177.6 million relative to total committed facilities of £250 million. The Group’s banking facilities currently include, inter alia, a consolidated total net debt to adjusted EBITDA ratio covenant which is tested on a last twelve months basis every 3 months from 30 June 2020 although this covenant test has been waived until (and including) 31 March 2022, as set out in the Second Waiver Letter (which is subject to certain conditions, including the successful completion of the Rights Issue). The lending banks and the Group have also agreed (among other things) (a) the suspension of testing of the Group’s consolidated EBITDA to consolidated net finance charges ratio covenant until (and including) 31 March 2022, subject to (among other things) the inclusion of a liquidity covenant, and (b) the deferral of the two term loan amortisation payments of £17.5 million each under the Group’s banking facilities scheduled for 30 November 2020 and 30 November 2021 until the final

12 term loan repayment date (which is currently scheduled for 17 December 2023) under the Group’s banking facilities, in each case, as set out in the Second Waiver Letter. The postponement of a significant number of events, some to dates outside of the current financial year, and the cancellation of other events, including Groceryshop, MITT and MosBuild which are among the Group’s largest events, has already had a material adverse impact on the financial position of the Group as described in more detail above. In the context of the outbreak of COVID-19 (“Outbreak”) and the possibility of a prolonged period of extensive disruption to the events industry across multiple geographies, the Board has carried out stress testing in order to ascertain the liquidity requirements of the business over the near and medium term. Due to the ongoing uncertainty of the situation, this scenario analysis has been based on the Directors’ reasonable worst case scenario assumptions. While the length and extent of the business disruption arising from the Outbreak cannot be definitively gauged at this stage, the Directors believe that an equity fundraise of approximately £126.6 million (gross) will provide sufficient working capital to allow the Company to weather this period of disruption. The quantum of the Rights Issue has been arrived at based on the cash requirement implied by a reasonable worst case scenario which assumes: * None of the Group’s events take place until 1 January 2021, with the exception of ChinaCoat, its 50 per cent. owned joint venture event due to take place in December 2020, five domestic Chinese events due to take place during summer 2020 and one domestic Chinese event due to take place in November 2020. * All other events currently scheduled to take place prior to 30 September 2020 are assumed to be cancelled while events that were originally scheduled to take place, prior to the Outbreak, in the three month period ending 31 December 2020 are postponed until later in the financial year ending 30 September 2021. * As a result, revenue for the financial year ending 30 September 2020 is expected to be below expectations prior to the Outbreak by approximately 60 per cent. and approximately 55 per cent. below revenue for the financial year ending 30 September 2019. * Revenue for the financial year ending 30 September 2021 is below expectations prior to the Outbreak by approximately 30 per cent. and below revenue for the financial year ending 30 September 2019 by approximately 10 per cent., on the assumption that the global economic backdrop will take some time to stabilise and sales cycles will be reduced. While management currently expects that the disruption caused by the Outbreak may begin to normalise in the coming months, as evidenced in the scheduled resumption of certain trade events in China from the end of April onwards, including the Hunan Auto Show which opened on 30 April, (which is not organised by the Group) and one of the Group’s venues in Asia (the Shanghai New International Expo Centre) planning to hold events from July or August, with Italy has also stating that some exhibition venues may reopen from mid-May, the Directors have considered it prudent to ensure contingency for a more prolonged period of disruption as envisaged by the reasonable worst case scenario set out above. The Rights Issue will give the Group the time and flexibility to overcome the challenges posed by the Outbreak even under the reasonable worst case scenario and the Directors believe, will set the business on a firm footing for the future as the global economy and its markets recover. The Directors believe that the Rights Issue will allow the Group to protect its Core Events, customers, colleagues and communities for the long term, lifting a significant weight of uncertainty from all stakeholders. The Directors continue to believe that the underlying foundations of the business remain strong and that its strategy of focusing on market-leading events is the correct one and that this will be borne out when this unprecedented period passes. The Rights Issue will reduce the Group’s indebtedness and the Directors would expect the net debt to 12 month forward looking EBITDA ratio to return to below 2X by December 2021. Following completion of the Rights Issue, pro forma adjusted net debt as at 31 March 2020 would be £40.4 million (excluding lease liabilities). The Rights Issue is expected to raise, in aggregate, approximately £126.6 million in gross proceeds (approximately £116.8 million net of expenses). The Board intends to use the proceeds to reduce net indebtedness and provide working capital flexibility to the Group to allow it to protect the value of its Core Events which might otherwise be damaged by further cost savings, over and above those measures already being implemented. The Rights Issue is fully underwritten by the Joint Underwriters subject to the conditions set out in the Underwriting Agreement.

Material interests There are no interests, including any conflicting interests, known to the Company that are material to the Company or the Rights Issue.

13 RISK FACTORS

Any investment in the Company or the New Ordinary Shares is subject to a number of risks. Prior to investing in the New Ordinary Shares, prospective investors should review and consider this document carefully and, in its entirety, (together with the documents incorporated by reference into it) and consult with their professional advisers before acquiring any New Ordinary Shares. You should carefully consider the risks and uncertainties associated with any such investment, the Group’s business, strategy and the industry in which it operates, together with all other information contained in this document including and the information incorporated into this document by reference, in particular, the risk factors described below. Prospective investors should note that the risks and uncertainties identified in the section of this document headed “Summary” are the risks and uncertainties that the Company believes to be the most essential to an assessment by a prospective investor of whether to consider an investment in the New Ordinary Shares. However, as the risks and uncertainties which the Group faces relate to events and depend on circumstances that may or may not occur in the future, prospective investors should consider not only the information on the key risks summarised in the section of this document headed “Summary” but also, among other things, the risks and uncertainties described below. The following is not an exhaustive list or explanation of all risks which prospective investors may face when making an investment in the Company or the New Ordinary Shares and should be used as guidance only. The order in which risks are presented is not necessarily an indication of the likelihood of the risks actually materialising, of the potential significance of the risks or of the scope of any potential harm to the Group’s business, results of operations or financial condition. Additional risks and uncertainties relating to the Group that are not currently known to the Group, or that the Group currently deems immaterial, may individually or cumulatively also have a material adverse effect on the Group’s business, results of operations or financial condition and, if any such risk should materialise, the price of such securities may decline and investors could lose all or part of their investment. Prospective investors should carefully consider whether an investment in the New Ordinary Shares is suitable for them in the light of the information in this document and their personal circumstances.

1. RISKS RELATED TO THE GROUP’S FINANCIAL SITUATION The Group may breach its Facilities and its financial position will otherwise be adversely affected if each of the Resolutions are not passed and the Rights Issue does not proceed and the conditions to the Second Waiver Letter are not fulfilled. If Shareholders do not approve each of the Resolutions at the General Meeting, the Rights Issue will not proceed. In addition, as the Second Waiver Letter is conditional on the successful completion of the Rights Issue, if the Rights Issue does not proceed, the Second Waiver Letter will not become effective, the Facilities will not be amended and the Group would be likely to be in breach of its financial covenants under its existing debt financing sometime prior to 30 September 2020. The Directors believe that the successful completion of the Rights Issue (when considered in conjunction with the amendments to the Facilities pursuant to the Waiver Letters) will significantly strengthen the Group’s balance sheet, in particular by providing liquidity support during the Outbreak, and this will enable the Group to continue as a going concern. Prior to the Outbreak, the Group had been scheduled to hold 127 events in FY 2020. As at the Reference Date, as a result of the Outbreak, 48 of those events have been postponed, with 30 of those having been rescheduled to new dates in the current financial year, 18 events having been rescheduled to new dates outside of the current financial year and 13 events having been cancelled outright, with the next iteration of those events now to occur in FY 2021. Further detail of the Group’s schedule of events for FY 2020 as at the Reference Date is set out in Appendix II to this document. Furthermore, the Group derives significant revenues from its top ten revenue generating events which in FY 2019 contributed 43 per cent. of total revenue for the Group (FY 2018: 35 per cent.). As a result of this concentration, any postponement or cancellation of such events will have a disproportionate effect on the Group’s revenues. Prior to the Outbreak, the Group was scheduled to hold four of its top ten revenue generating events from the Reference Date through to the end of the current financial

14 year. As at the Reference Date, as a result of the Outbreak, one of those events has been postponed and one event has been cancelled outright, with the next iteration of both of those events now to occur in FY 2021. The postponement of a significant number of events to dates outside of the current financial year and the cancellation of other events, including Groceryshop, MITT and MosBuild, which are among the Group’s largest events, has already had a material adverse impact on the financial position of the Group. In addition, starting in March 2020, as a result of uncertain impact of the Outbreak on the economy, the Group started experiencing a decline in contractual bookings for upcoming events and a delay in the receipt of payments from customers who had already booked for upcoming events. The postponement and cancellation of certain events in the second quarter of FY 2020 resulted in the Group’s revenue reported for the six months ended 31 March 2020 declining by 10.7 per cent. to £96.3 million compared to £107.8 million reported for the six months ended 31 March 2019. The Directors’ reasonable worst case assumptions include the key assumptions that: * None of the Group’s events take place until 1 January 2021, with the exception of ChinaCoat, its 50 per cent. owned joint venture event due to take place in December 2020, five domestic Chinese events due to take place during summer 2020 and one domestic Chinese event due to take place in November 2020. * All other events currently scheduled to take place prior to 30 September 2020 are assumed to be cancelled while events that were originally scheduled to take place, prior to the Outbreak, in the three month period ending 31 December 2020 are postponed until later in FY 2021. * As a result, revenue for FY 2020 is expected to be below expectations prior to the Outbreak by approximately 60 per cent. and approximately 55 per cent. below revenue for FY 2019. * Revenue for FY 2021 is below expectations prior to the Outbreak by approximately 30 per cent. and below revenue for FY 2019 by approximately 10 per cent., on the assumption that the global economic backdrop will take some time to stabilise and sales cycles will be reduced. As a result of the material impact on the Group’s financial position, including revenue reduction and the availability of sufficient cash flow, the Group’s lending banks have in connection with the Facilities (among other things, subject to certain conditions, including the successful completion of the Rights Issue) (a) deferred term loan amortisation payments scheduled for 30 November 2020 and 30 November 2021 until the final repayment date under the Facilities (currently scheduled for 17 December 2023) and (b) suspended testing of the Group’s (i) consolidated total net debt to adjusted EBITDA ratio covenant and (ii) consolidated EBITDA to consolidated net finance charges ratio covenant, in each case, until (and including) 31 March 2022, subject to (among other things) the inclusion of a liquidity covenant, in each case, as set out in the Second Waiver Letter. The principal terms of the Waiver Letters are summarised in paragraph 8.2 of Part X (Additional Information) of this document. If any Resolutions are not passed or if the Joint Bookrunners exercise their right to terminate the Underwriting Agreement and the Rights Issue therefore does not proceed, the conditions to the Second Waiver Letter would not be met and the Facilities would not be amended as provided for in the Second Waiver Letter. Based on the current assumptions regarding the market in which the Group operates, the events already postponed and/or cancelled, and the potential for postponements and cancellations of further events, the Group would be likely to be in breach of its financial covenants under the Facilities by 30 September 2020. In the event that the Rights Issue does not proceed, and the Facilities are therefore not amended upon the Second Waiver Letter becoming effective, whilst the Directors would expend every effort to obtain alternative sources of funding, at present it is not considered likely that the Group would be able to renegotiate the Facilities, obtain an alternate form of funding or effect a sale of the whole or part of the Group’s business, on acceptable terms and within the relevant timescales. In order to be successful, the amendments to the Facilities would need to be in place for several months beyond the initial liquidity shortfall period, to enable the Group to secure alternative funding arrangements. The Directors believe that such

15 amendments to the Facilities are unlikely to be agreed and may only be agreed by the Group’s existing lenders, if at all, at a significant cost to the Group in the form of additional fees payable to these lenders, increased coupon payments and additional restrictions on, or commitments to engage in, corporate actions (e.g. disposals), each of which would adversely affect the Group’scashflows. In the event that the Resolutions do not pass and the Rights Issue does not complete, and the Facilities therefore are not amended upon the Second Waiver Letter becoming effective, if such waivers or amendments to the terms of the Facilities are not granted and agreed on commercially acceptable terms or at all, or if they are granted and agreed in a manner which requires the Group to secure alternative funding arrangements, the Group would then seek alternative long-term committed financing arrangements to replace or refinance the amounts outstanding under those arrangements, which the Directors believe is unlikely to be available and, if available, may not be on favourable terms or result in significant value transfer from Shareholders to creditors. In addition to initiatives to acquire alternative funding and amendments to the Facilities in the event the Resolutions do not pass and the Rights Issue does not complete, the Group may take action to effect a sale of the business as a whole or the disposals of assets, such as the disposal of one or more of the Group’s businesses to facilitate a reduction of the Group’s outstanding indebtedness. The Directors believe it is unlikely that the Company would be able to secure any such transaction in a timely manner or at a price which they believe is reflective of the full value of the assets being disposed. Furthermore, the Group’s Facilities (and possibly any new financing arrangements) restrict the Group’s ability to make disposals without the consent of the relevant lenders, which could be withheld. Moreover, if successful, such a transaction would restrict the Group’s future growth opportunities and would likely impact the Group’s ability to maintain or improve its competitive positioning. In the event that any of the Resolutions are not passed or if the Joint Bookrunners exercise their right to terminate the Underwriting Agreement and, therefore the Rights Issue therefore does not proceed and the Facilities therefore are not amended upon the Second Waiver Letter becoming effective, whilst the Directors would expend every effort to obtain alternative sources of funding as detailed above, at present the Directors believe it is not likely that Group would be able to renegotiate the Facilities, obtain an alternate form of funding or effect a sale of the whole or part of the Group’s business, on acceptable terms and within the relevant timescales. Therefore, if the Resolutions do not pass and the Rights Issue does not complete and the Facilities therefore are not amended upon the Second Waiver Letter becoming effective, the Company would likely have insufficient working capital to continue trading as a going concern, which will likely result in the appointment of administrators or a liquidator at some point prior to 30 September 2020, at which point Shareholders would lose all or a significant part of the value of their investment in the Company. For the avoidance of doubt, nothing in this section limits or is intended to limit the working capital statement contained in paragraph 9 of Part X (Additional Information) of this document.

2. RISKS RELATED TO THE GROUP’S BUSINESS AND THE INDUSTRY IN WHICH IT OPERATES 2.1 The Group has postponed or cancelled a significant number of events previously scheduled to take place this financial year, which has had a material adverse impact on the Group’s financial position, and the Directors believe that additional events may be postponed or cancelled. The recent Outbreak has negatively impacted economic conditions and customer demand globally and, as a result, the Group’s operations, financial performance and prospects have been materially negatively affected. In March 2020, the Outbreak escalated into a global pandemic leading to unprecedented societal, governmental and personal impacts and restrictions. Each region in which the Group operates reacted differently at that stage and, in most instances, governments and authorities placed certain restrictions on freedom of movement, travel and on large gatherings in order to contain the spread of the virus. The events industry is experiencing significant and unprecedented disruption across multiple geographies and sectors with the substantial majority of events, from the kind of events the Group offers, to sporting, cultural and other large entertainment events, that were scheduled to take place through to the Reference Date having been cancelled or postponed worldwide, with

16 the potential for further cancellations and postponements over the coming months. As a consequence of the escalation of the Outbreak, and the various restrictions imposed by governments and authorities on large gatherings, the Group put in place a large-scale events postponement plan in many of its markets. Prior to the Outbreak, the Group was scheduled to hold 127 events in FY 2020. As at the Reference Date, as a result of the Outbreak, 48 of those events have been postponed, with 30 of those having been rescheduled to new dates in the current financial year, 18 events having been rescheduled to new dates outside of the current financial year and 13 events having been cancelled outright, with the next iteration of those events now to occur in FY 2021. Further detail of the Group’s schedule of events for FY 2020 as at the Reference Date is set out in Appendix II to this document. Based on the information available at the Reference Date, the Group has postponed or cancelled or expects to postpone or cancel all of the Group’s events through to the end of July 2020 (other than one, CWIEME Shanghai, which remains scheduled to take place at the end of July 2020) as well as nine other events that were scheduled for August and September 2020 (including Groceryshop). As at the Reference Date, the Group has cancelled 13 events that had been scheduled to take place during FY 2020, such events having contributed £25 million in FY 2019, excluding Groceryshop which was acquired during FY 2019. As at the Reference Date, the Group has postponed 30 events that had been scheduled to take place in FY 2020 to a later date in FY 2020, and 18 events that had been scheduled to take place in FY 2020 to a date in FY 2021, such events having contributed £34 million and £21 million, respectively, to the Group’s revenue in FY 2019, excluding Shoptalk which was acquired during FY 2020. Based on the information available at the Reference Date, the events which are set out in Part B of Appendix II are scheduled to take place in FY 2020 (subject to any further requirements to postpone or cancel). The Directors expect reduced attendance at, and revenue generated by, events which are held during the remainder of FY 2020 and in FY 2021 relative to the corresponding events in FY 2019. In addition, even following the easing of the Outbreak and the lifting of related restrictions, the occurrence of second or subsequent waves of infection or the establishment of “new normal” protocols to fend off infection, requiring social distancing in air and other travel and relating to group gatherings would materially adversely impact attendance at, and revenue generated by, the Group’s future events. Furthermore, given the operational demands of the Group’s events and the commercial landscape required in order to most successfully run an event, if such restrictions are not relaxed in line with the Group’s present expectations and the impact of the Outbreak witnessed up to the Reference Date continues or worsens, the Group may need to postpone (likely until FY 2021) or cancel more or potentially all of its remaining events scheduled through the remainder of the current financial year and beyond. In addition, under such circumstances, for events which are or could be rescheduled, particularly events rescheduled to a date much later than the original date, the Company will have to consider the impact that may have on next year’s event. For example, in some cases, the Group may cancel, instead of reschedule, that event in order to maintain the integrity of the event schedule for subsequent years. Furthermore, the Directors believe that events which have been postponed will generate less revenue than such shows would have generated had they not been rescheduled, largely due to reduced attendance by exhibitors and attendees. The Directors expect that all events, including those that are held as scheduled this calendar year and into the next calendar year, will experience materially reduced attendance by exhibitors and attendees and will therefore generate materially less revenue than previously expected. The Directors reasonable worst case assumptions include an assumption that the events taking place during FY 2021, including those deferred from FY 2020, will see revenues at approximately 30 per cent. less than anticipated levels prior to the Outbreak, and therefore approximately 10 per cent. less than revenue for FY 2019. The Directors therefore anticipate that the Group will experience a significant reduction in revenues during the current financial year and reduced revenue through the start of FY 2021 due to the Outbreak. Further, a significant portion of the costs associated with these scheduled events have already been incurred and the Group may not be able to recover such costs or otherwise roll them over to the rescheduled or next scheduled event in all circumstances. For example, although

17 the Group has sought to engage with venue operators in order to rollover certain venue hire and other costs to the new dates for postponed events or, in the case of cancelled events, to the FY 2021 edition, the Group has not, as at the Effective Date, secured the agreement of many of the venue operators for the Group’s largest events and venue operators may ultimately refuse. As a result, the Directors expect the Outbreak will materially adversely affect the Group’s business, cash flows, financial condition and results of operations. As at the Reference Date, the Company is not aware of the full extent of the Outbreak for the current financial year, given the evolving nature of the issue, but, as at the Reference Date, it estimates an adverse impact in FY 2020 of approximately £80 million on the Group’s revenue based on the Postponement Plan. Based on conditions and information available at the Reference Date, the Directors estimate that, revenue for FY 2020 will likely be 20 per cent. below FY 2019 based on the Postponement Plan, as at the Reference Date. There can be no assurance that these estimates will not be increased or changed in a manner that is adverse to the Group. If the Outbreak continues and results in a prolonged period of travel, commercial and other similar restrictions through to September 2020 and beyond and the Group is forced to postpone or cancel additional events, this could cause a further loss of revenues and unrecoverable costs, which could further have a material adverse effect on the Group’s business, results of operations, financial condition and prospects.

2.2 Disruptions in global and local travel conditions due to the COVID-19 health emergency will have a material adverse effect on the Group’s business, results of operations or financial condition. Circumstances that reduce the ability or desire of attendees and exhibitors to travel to the Group’s events could materially and adversely affect the Group’s business, results of operations and financial condition. In FY 2019, the Group recorded total revenue of £220.7 million, split across its six operating segments as follows: Asia (£23.2 million); Central Asia (£19.8 million); Eastern & Southern Europe (£16.7 million); Russia (£62.6 million); the UK (£48.7 million); and Global Brands (£49.7 million). Each such region in which the Group operates has reacted differently but, in essentially all instances, governments and authorities in impacted countries have (amongst other actions) placed certain restrictions on travel (including border closure, visa restrictions and enforced quarantine), bans on events and other gatherings and in certain instances curfews and lockdowns on a country-wide scale, to contain the spread of the virus. No assurance can be given that these restrictions will not take place in regions which have thus far not implemented such strict measures, when these restrictions may be lifted or that they will not be reinstated if the Outbreak were to resume once such restrictions were relaxed. Specific examples (as at the Reference Date) of restrictions in key locations in which the Group operates include the country-wide lockdown announced by the UK government on 23 March 2020 for a minimum period of three weeks and being extended thereafter on a rolling basis, all travel from the 26 members of the European Schengen zone to the United States of America being suspended from 11 March 2020 (a restriction which was extended to the UK and the Republic of Ireland on 14 March 2020), almost all foreigners being currently restricted from entering Russia from 18 March 2020 and a ban on foreigners being permitted entry into China from 28 March 2020. This is supplemental to companies implementing their own restrictions on business travel by their employees. In addition to governmental intervention, corporates and other institutions have imposed travel bans as a protective measure, again in an attempt to contain the spread of the virus and protect the health and welfare of their employees. In connection with such government intervention and travel restrictions, a large number of airline operators have significantly reduced their capacity by cancelling flights and grounding aircraft. Even once governmental restrictions are lifted, it is likely that there will be some delay to the easing of travel restrictions imposed by private companies and resumption of full service by airline operators. If a significant number of companies (including airline operators) in the Group’s key markets were to retain such restrictions through to and beyond September 2020, even if governmental restrictions are lifted, it is likely that any events which have not been postponed or cancelled

18 during that time will need to be postponed or cancelled. Furthermore, if such restrictions continue beyond December 2020, events scheduled for calendar and FY 2021 could need to be postponed or cancelled. Furthermore, the Outbreak may have a resultant impact on individual and corporate willingness to undertake international travel even after government led travel or gathering restrictions are lifted. Budgetary restrictions in line with any economic downturn or a reluctance of individuals to recommence travel to locations in which the Group holds events or to attend large gatherings or events, would have a negative impact on the turnover of the Group and its events. Organisations may also leave in place policies imposing travel restrictions as a safety precaution even after governmental or state sanctions are lifted, limiting international travel and allowing only domestic travel, which would have a material negative impact on the attendance at and revenue generated by events which are held during these periods. As at the date of this document it is unknown when a state of normal operating behaviour will return at both a societal and business level and it is currently expected that there will be a lag time in individuals and businesses returning to a state of business as usual activity, if indeed that ever returns. In addition, the Outbreak may lead to unfavourable perceptions of those countries damaged by or originating the Outbreak itself. Given the global nature of the Group’s business and event locations, circumstances may arise where by customers or countries themselves are negatively perceived post-Outbreak. Such negative perceptions could result in a reluctance to travel, fear and the potential for resultant xenophobia which would be outside of the control of the Group and which could result in reduced attendance at and revenue generated by events. If the Outbreak continues and results in a prolonged period of travel, commercial and other similar restrictions, and the Group is forced to postpone and/or cancel additional events, this could cause a loss of revenues, which could have a material adverse effect on the Group’s business, results of operations, financial condition and prospects.

2.3 Attendance at the Group’s events could decline as a result of disruptions in global or local travel conditions, fear of communicable disease (novel or existing), as well as risks pertaining to an actual terrorist event, adverse weather, either in the year of or the year preceding any event. The Group organises events that are dependent on attracting potentially large numbers of individuals on any given day. As evidenced by the Outbreak, major incidents, accidents (being incidents causing multiple injuries requiring hospital treatment, or more severe harm), events or disasters, whether arising from natural causes, man-made or otherwise, have the potential to significantly disrupt operations, the Group’s ability to host events and generate the related revenue. Furthermore, circumstances that have the capacity to result in significant operational disruption to global travel, in particular air travel, or to travel into or within the jurisdiction hosting the relevant event, include natural disasters, military conflict, political unrest, change of administration, terrorist activity, industrial action and health pandemics (including the Outbreak). Such disruptions to travel would likely have a material negative impact on the demand and attendance at the Group’s events. For example, the resultant impact of terror related activity on large events in recent years (including, but not limited to, the Manchester Arena bombing in 2017) had a detrimental effect on confidence of attendees at large scale events thereafter and had a material negative impact on the attendance at certain entertainment events. Many attendees and exhibitors travel to the Group’s events by air. Air traffic congestion at airports or air traffic control inefficiencies (including due to industrial action by air traffic controllers), which results in cancellations or delays, the risk of or actual terrorist events, the imposition of government restrictions and the Outbreak or fear of communicable diseases may significantly affect the ability, or desire, of participants to travel. The recent Outbreak resulted in a significant drop in demand for both leisure and business travel globally, which has required airline operators cancel flights, reduce capacity and terminate staff, and this negative impact on the financial condition of the airline industry could limit airlines’ ability to counteract increased fuel, labour or other costs through raising prices. This negative impact on the airline industry (which could have a corresponding impact on ticket prices and reduced flight availability) could also affect event attendance. Additionally, adverse weather conditions, acts of nature such as earthquakes, volcanic eruption leading to ash clouds, storms or other natural

19 disasters, strike action by transport workers on roads or railways or other methods of transport or strike or civil disturbances such as blockade action could have similar effects on attendees and exhibitors, both those travelling by air and those using other modes of transport. The Group’s own staff and external contractors need to travel to event locations in advance of the event dates in order to set up the event space and logistical arrangements in a period known as “build up” and furthermore, stay after the event end date for a period known as “break down”. The same factors disrupting travel may prevent them from travelling to perform these tasks and likewise prevent travel from the event, and onward to another event (in certain instances show cycles in a portfolio can run back to back, or indeed within days of each other. This may be independent of any impact on attendees and exhibitors, such that there is no impact on their ability or willingness to travel, but the Group may be unable to deliver the event to the required, best practice standards. After the Outbreak, the occurrence of second or subsequent waves of infection or the establishment of “new normal” protocols to fend off infection, requiring social distancing in air and other travel and relating to group gatherings would likely have a significant adverse effect on the Group in the longer term. Any of the circumstances described above could damage the Group’s reputation adversely, have a material adverse effect on its revenues and profitability and expose it to risks of loss, litigation and potential liability and/or regulatory action, which could have a material adverse effect on the Group’s business, results of operations, financial condition and prospects.

2.4 The Group is affected by the economic conditions of the sectors and regions in which it and its customers operate. The performance of the Group depends on the financial health of its customers (which consist primarily of exhibitors at the Group’s events and attendees of the Group’s events). While exhibitors made up 93 per cent. of the event revenues in FY 2019, attendee level engagement contributes significantly to event success. The financial health of these customers is dependent on the economic conditions of the industries and geographic regions in which those parties operate. Spending by companies in the events and exhibitions sector is affected by the economic cycle, with some companies spending significantly less in times of recession or economic uncertainty or when substantial downward pressure on budgets otherwise remains. The Group has been affected by cyclical pressures on spending by some companies, with participation and attendance at, and sponsorship of, some events traditionally being reduced in times of recession or economic uncertainty. The Directors expect that, in addition to decreased revenue resulting directly from the Outbreak driven by postponements of, cancellations of and reduced attendance at the Group’s events, the Group will likely experience further negative effects of a recession or decreased economic activity that are likely to occur for a prolonged period following the Outbreak. The Group anticipates that the Outbreak will trigger a demonstrable downturn in the economy which would impact the Group, although the scale of any such downturn is unknown. The Directors’ reasonable worst case assumptions include the key assumptions that revenue for FY 2020 is expected to be below expectations prior to the Outbreak by approximately 60 per cent. and therefore approximately 55 per cent. below revenue for FY 2019 driven largely by cancellations and postponements, as well as reduced attendance at any events which are held due to the Outbreak and the impact on the economy and revenue for FY 2021 is below expectations prior to the Outbreak by approximately 30 per cent. and therefore below revenue for FY 2019 by approximately 10 per cent., on the assumption that the global economic backdrop will take some time to stabilise and sales cycles will be reduced. The Group’s customer offering is also subject to developments in its customers’ end markets, such as regulatory changes or geopolitical instability in the regions in which exhibitions are organised, or an economic downturn or period of uncertainty that reduces demand for exhibition space. For example, the financial performance of the Group’s Eastern & Southern Europe segment was negatively impacted by political and economic instability in Turkey during FY 2019, which was particularly felt in the construction sector, resulting in a reduction in the revenue generated by TurkeyBuild (down £1.6 million compared to TurkeyBuild 2018), one of the Group’s larger events in that region. In general, the longer such situations continue, the

20 higher the likelihood that there will be a negative impact on the profitability of the Group’s exhibitions. If such situations persist, the Group’s ability or desire to continue to operate in such territories may be threatened. In FY 2019, the Group recorded total revenue of £220.7 million, split across its six geographic operating segments as follows: Asia (£23.2 million); Central Asia (£19.8 million); Eastern & Southern Europe (£16.7 million); Russia (£62.6 million); the UK (£48.7 million); and Global Brands (£49.7 million). Whilst the Group has taken considerable steps to a more globally balanced portfolio of market leading shows, it will remain subject to economic headwinds and downturns across all of those markets from time to time. It is anticipated that the Outbreak will trigger not only a change in discretionary spending behaviours but will also have a global economic impact for a period of time following the containment of the Outbreak. The anticipated global economic slowdown following the Outbreak will require businesses worldwide to make adjustments to their operating models. In addressing the impact of the Outbreak on its markets and its customers, the Company may need to make strategic and operational changes to reflect the changing demands, risks and opportunities arising as a result of the Outbreak. The continued success of the Group in the longer term will be impacted by changes made and measures implemented by the Group in the short to medium term. No assurance can be given that the implementation of the Company’s strategic and operational changes will be successful under current or future market conditions. A recession or a deterioration in the economies in the countries in which the Group generates revenue, either as a result of the Outbreak or otherwise, or a failure of the Group to implement the necessary strategic or operational changes in light of changing market conditions could have a material adverse effect on the Group’s business, results of operations, financial condition and prospects.

2.5 The insurance the Group maintains does not fully cover all potential exposures and any amounts recoverable from insurers may not be received in a timely manner, or at all. The Group arranges insurance through its insurance brokers to cover risks associated with its business including property damage, terrorism (other than for event cancellation), business interruption, cyber-attacks, public and product liability, employer’s liability, event cancellation and directors’ and officers’ liability. However, such insurance does not cover all risks associated with the operation of the Company’s business, including the risk that events may be cancelled or postponed due to terrorism or the outbreak of communicable diseases (or the real or perceived threat thereof), save in certain specified circumstances, and may not be sufficient to offset the costs of all losses, lost sales or increased costs experienced during business interruptions or event cancellations. For some risks, for instance terrorism or communicable diseases for event cancellation, the Group may not obtain insurance if the Directors believe the cost of available insurance is excessive related to the risks presented, or it is not sufficient in coverage for the business needs of the Group. As a result of market conditions, premiums and deductibles for certain insurance policies can increase substantially and, in some instances, certain insurance policies may become unavailable or available only for reduced amounts of coverage. As a result, the Group may not be able to procure insurance on commercially reasonable terms, if at all. Losses and liabilities from uninsured or underinsured events and delay in the payment of insurance proceeds could materially and adversely affect the business, results of operations and financial condition and prospects of the Group. In relation to the Outbreak, whilst the Group has event cancellation insurance policies in place these do not cover all of the Group’s events (the Group has three policies in place, which insure a total of 56 shows between them (selected on basis of revenue with each of the Group’s 20 largest shows (by forecast revenue) being insured). It is possible to amend which events are insured throughout the term of each policy, and the Group is in the process of amending its coverage to replace covered shows which no longer run. Furthermore, whilst these policies provide cover for communicable disease, the cover applies only in certain specified circumstances. As at the Reference Date, the Group has submitted formal claims in relation to 13 of its cancelled or postponed shows, and the Directors expect that, after the Reference Date, the Group is likely to make further notifications in respect of and/or claims under its event cancellation insurance policies. As at the Reference Date, the aggregate value of the Group’s event cancelation insurance claims is not quantifiable, but is likely to be

21 material in the context of the Group’s business. Whilst the Group endeavours to make certain claims wherever possible under its insurance policies with regards to the Outbreak or otherwise, these claims may not be concluded swiftly and may require significant management time and resource to address. Given the novel nature of COVID-19 and the impact of the Outbreak it is unknown how insurers will respond to the large volume of claims made related to the Outbreak, and the Directors expect that some or all claims may be contested by insurers. If the Group’s claims are contested by its insurance providers, there can be no guarantee that it will prevail in any proceedings to collect on any or all such claims, or that it will receive any amounts in a timely manner, which could have an adverse effect on the financial position of the Group. To the extent that the Group does recover any sum under its events cancelation insurance policies, the terms of the Second Waiver Letter require the Group to apply any such net proceeds to reduce the Group’s bank indebtedness. In addition, given the likely large volume of claims being made against any particular insurer, there is a risk that any insurer with whom the Group holds its insurance policies may become insolvent and unable to pay out all or any amounts due under any insurance policies. Insurance companies may also take policy decisions not to cover, or effectively blanket ban the making of, any direct or indirect policy claims as a result of the Outbreak in order to ensure they remain as going concerns. Although the Group is not reliant on any single insurance company, there is some cross over across its insurance policies in terms of underwriting syndication, and therefore the insolvency of a number of these could, in the aggregate have a material adverse impact on any monies it can recover in respect of the Outbreak from the insurers, which in turn could have a material adverse effect on the Group’s business, results of operations, net financial condition and prospects.

2.6 The Group may not be able to source or obtain suitable venues, locations or dates for certain events. Certain of the Group’s events are dependent on being held in particular venues and locations, on particular dates each year. For the Group’s large exhibitions, including Spring Fair, Autumn Fair, Glee, Bett UK, Moda, CWIEME Berlin, Pure and events in Moscow, the Group has multi- year contracts in place, and it is generally the Group’s preference to put in place multi-show contracts as this allows for the negotiation of more favourable rates. This means that the dates for these events are scheduled well in advance. However, many of the Group’s smaller events are on annual contracts which allow for some flexibility in altering the location of the event in each year. This applies particularly in respect of the Bett summits and also to a small number of larger events such as Breakbulk Europe. The Group’s smaller fashion show events in the UK, such as Scoop and Jacket Required are also organised on a show-by-show basis and such venues do not generally wish to commit to arranging a number of dates in advance. In respect of those events which are scheduled well in advance, for a variety of reasons, there is limited flexibility, both on the part of the Group and that of participants, with respect to rescheduling or postponing the event. One such reason is that, in certain territories, given the size and complexity of shows, there may be a limited number of venues able to hold a show of a particular type. This circumstance impacts the Group’s ability to source alternate venues in circumstances where one would be required, for example, as a result of new dates required from postponement due to the Outbreak. For example, Africa Oil Week is held annually in Cape Town, South Africa in late October or early November, and it would be challenging to move either its location or dates, due to the small number of suitable locations for an event of its size and without potential loss of attendance from exhibitors, sponsors and delegates. Venue limitations are also significant in Moscow, where there are only a small minority of venues in Moscow and Moscow Region that would generally be considered sufficient for the space and operational requirements for the Group’s events. This limited availability of appropriate venues is exacerbated by the fact that the Group operates in a competitive market in which a number of other events organisers seek to secure the same venues that the Group uses, with such competition for venues increasing as a result of the Outbreak and the postponement and rescheduling of events by a number of market participants. In addition, as a result of the Outbreak, at least two significant UK venues (ordinarily utilised by the Group to host three events from the Reference Date through to the end of this calendar year) have been designated by the UK Government as an emergency response hospital, meaning some or all of such venues may become unavailable to host events (at short notice

22 and for an unknown period of time). It is possible that other venues will similarly be required to carry out emergency functions as a result of the Outbreak, which would further reduce the availability to the Group of appropriate venues. In the event that any desired locations and venues for particular exhibitions were unavailable on the desired dates, or any locations were to substantially increase their charges for hiring, it could have a material and adverse effect on the Group’s business, results of operations and financial condition. With respect to events postponed due to the Outbreak, the Group has so far been able to secure dates for the appropriate venues where such events have not been cancelled. However, if additional events are postponed or if events which have been postponed must be postponed again, there can be no certainty that the Group will be able to secure the necessary venue, on a convenient date and on commercially attractive terms. The Group may therefore be forced to cancel events it would otherwise prefer to postpone or may experience increased costs in relation to its events, in each case which would materially and adversely affect the business, results of operations and financial condition and prospects of the Group. Whilst it may be that alternative dates for some venues might be capable of being secured in some instances, postponements, and cancellations of events, such as those which have been postponed and cancelled due to the Outbreak and the ensuing governmental restrictions, have resultant costs from their not being held when originally scheduled which may not be recouped by the Group. These costs relate to rescheduling costs, operational costs, venue costs, lost revenues, one-off costs, show specific items and advisory support. In rescheduling any event there may be a resultant adverse impact when events are moved out of their usual cycle. The effect of altering the cyclical nature of the event would be multifaceted, and could result in a decline in attendance at the current or following events as a result of shows being held at too short an interval between the usual annual reoccurrences, conflicts occurring with other scheduled events in the same sector (by third parties) or may render an event irrelevant where it is predicated on the basis of cyclical or seasonal buying patterns such as fashion, construction, homewares, etc. Changes to event scheduling patterns could result in an unusually congested period of events occurring in certain sectors, both events of the Group and those of third parties.

2.7 The Group is exposed to the risks of doing business internationally, including ability to enforce effectively legal rights and foreign currency controls. During FY 2019, a significant portion of the Group’s revenue was generated from customers and events located outside the United Kingdom, with 28 per cent. of the Group’s revenue being generated from events in Russia, and 23 per cent. of the Group’s revenue being attributable to its Global Brands segment. Consequently, the Group’s business will be subject to the risks associated with doing business internationally and their business and financial results could be adversely affected due to a variety of factors, including: (a) adverse changes in foreign currency exchange rates, in particular, the Euro, US Dollar or Rouble; (b) changes in a specific country’s or region’s political and cultural climate or economic condition; (c) major incidents, events, disaster or disease at an event or exhibition; (d) changes to, or variances amongst, foreign laws and regulatory requirements; (e) difficulty of effective enforcement of contractual provisions in local jurisdictions; (f) inadequate intellectual property protection in foreign countries or variances amongst such countries; (g) the effects of applicable foreign tax regimes and potentially adverse tax consequences; and

23 (h) the effect of operating in a number of countries with complex local requirements surrounding overseas payments. There is a risk that imposition of currency controls in the jurisdictions in which the Group operates may restrict or prevent access to certain of the Group’s bank accounts leading to cash taking longer to be repatriated to the UK, which could result in liquidity shortages within the Group. The Group holds events in 13 countries and has 17 offices globally. Growth in a number of the regions where the Group operates presents logistical and management challenges due to different business cultures, laws and languages, resulting in a variety of control, operational and reputational risks for the Group. In addition, the market dynamics and competitive features in many of these markets may differ from the markets in which the Group is more established. The Group faces a variety of political, cultural and economic risks associated with international operation and expansion, including local regulations and standards (including business licences and permits), competition and anti-trust laws and unexpected changes thereto, currency and foreign exchange volatility, more relaxed corporate governance cultures, exposure to third parties in jurisdictions where there may be a higher risk of activities such as tax evasion or bribery, and the risk of outbreak of war, the escalation of hostilities and acts of terrorism. The Group operates in a number of jurisdictions where the local laws, regulations and legal system are less developed or predictable than those in Western Europe and the US. For example, laws and regulations may be supplemented or otherwise modified by undocumented practices, policies adopted and applied as law in a non-transparent way and powers exercised which have not been granted to the exerciser in accordance with prevailing laws. There may also be limited precedents on the interpretation, implementation or enforcement of local laws and regulations, the judicial system may not be reliable or objective and the ability to enforce acknowledged legal rights may be lacking. The Group’s operations are therefore influenced by the social, economic, regulatory and political situations in various markets and regions, which are often unpredictable and outside their control. If the Group cannot effectively manage exposure to these challenges, this could have a material adverse effect on the Group’s business, results of operations, financial condition and prospects.

2.8 The Group may be restricted in its ability to operate in certain jurisdictions which are the subject of sanctions and is subject to potential significant liabilities in the event that it violates such sanctions. The Company is an international company operating within countries subject to trade and economic sanctions from time to time. In the period of 18 months prior to the date of this document there has been an escalation in the number and type of sanctions being imposed and strengthened worldwide, to which the Group is required to have due regard and to respond accordingly. Trade and/or economic sanctions programmes, including those administered by the United Nations, the European Union and the U.S. Office of Foreign Asset Control, and in particular those applicable to Cuba, Iran, North Korea, Sudan, Syria, Venezuela and the Crimea region (including Sevastopol), restrict the Group’s business dealings globally, particularly in relation to the individuals or corporate entities with which the Group may do business as such individuals or entities may be subject to sanctions, which may put the Group at a competitive or operational disadvantage within such jurisdictions. The Group will continue to be exposed to the risk of violating anti-corruption laws and sanctions regulations applicable in any countries and regions where it, its joint venture partners, associate entities or its agents operate, such as Russia, Central Asia, Africa, China and Turkey. A substantive ethical breach and/or non-compliance with applicable laws or regulations by the Group or its employees, consultants, sub-contractors, agents, associate entities or joint venture partners could damage its reputation and/or result in, fines, litigation, increased tax exposure or claims for compensation. Violations of anti-corruption laws and sanctions regulations are punishable by civil penalties, including fines, injunctions, asset seizures, debarment from government contracts, termination of existing contracts and revocations of or restrictions on licences, as well as criminal fines and imprisonment. In addition, any major violations could have a significant impact on the Group’s reputation and consequently on its ability to win future business. The Group requires its employees and third parties with which it conducts business to comply with anti-corruption laws and regulations and

24 has implemented procedures and controls designed to ensure compliance. The Group will continue to mandate compliance with such laws and regulations and will also continue to implement procedures and controls designed to ensure compliance; however, there can be no assurance that its policies and procedures will be followed at all times or will effectively detect and/or prevent violations of applicable law by its employees, consultants, sub-contractors, agents, associate entities or joint venture partners. As a result, the Group could be subject to criminal, civil and/or administrative fines or penalties. The Group may also, from time to time, become aware of allegations of non-compliance with anti-corruption laws and regulations or fraudulent activity, whether by its employees or associated parties (including, for example, its agents, sub-contractors, associate entities and joint venture partners or any of their respective employees), in response to which it may conduct investigations. Even if the Group determines that there has been no breach of applicable law or regulation, it may suffer reputational damage as a result of these allegations. Any of the foregoing could have a material adverse effect on the Group’s business, results of operations, financial condition and prospects. In addition, The Russia (Sanctions) (EU Exit) Regulations 2019 come into force on 31 December 2020 and are intended to ensure that certain sanctions relating to Russia, which are currently in force in the UK under EU legislation and related UK regulations, continue to operate effectively after the UK leaves the European Union. It is difficult to predict in what form anti-corruption laws and sanctions regulations will be adopted or how they will be construed by the relevant courts, or the extent to which any changes might adversely affect the Group.

2.9 The Group is exposed to the risks of joint venture counterparties failing to perform their obligations. The Group holds interests in three joint ventures in China, Russia and Indonesia. The Group defines a joint venture as an entity over which the Group is in a position to exercise joint control. Joint control exists when decisions about the activities of the entity require the unanimous consent of the parties sharing control. The Group has in the past held interests in a number of associate entities, which the Group defines as an entity over which the Group is in a position to exercise significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control over those policies. In FY 2019 share of profits from joint ventures and associates accounted for £8.3 million of the Group’s headline profit before tax, including £6.3 million from the Group’s joint venture Sinostar. Although the Group would prefer to seek to acquire full ownership of joint ventures and associates, some of these joint ventures and associates, including those in China, are required by foreign ownership laws and restrictions. There can be no assurance that any of these associate arrangements or joint venture partners will continue their relationships with the Group in the future or that the Group will be able to pursue its stated strategies with respect to its associates and joint ventures and the markets in which they operate. Furthermore, the associate or joint venture partners may: (i) have economic or business interests or goals that are inconsistent with those of the Group; (ii) take actions contrary to the Group’s policies or objectives; (iii) undergo a change of control; (iv) experience financial and other difficulties; or (v) be unable or unwilling to fulfil their obligations under the joint ventures, which may negatively affect the Group’s businesses, results of operations, financial condition and prospects. In addition, a substantive ethical breach and/or non-compliance with applicable laws or regulations by an associate or joint venture partner (or any agents acting on the Group’sor associate’s or joint venture partners’ behalf) could damage the Group’s reputation and/or result in, fines, litigation and/or claims for compensation, or restrictions on the ability of the Group to operate in the jurisdiction, any of which could have a material adverse effect on its business, results of operations, financial condition and prospects.

2.10 Currency fluctuations and/or currency controls may have a significant impact on the reported revenue and profit of the Group. The Group’s audited financial statements are presented in pounds sterling and, therefore, are and will be subject to movements in exchange rates on the translation of the financial results of businesses whose functional currencies are other than pounds sterling. The Group is also exposed to foreign exchange rate movements through the conversion of revenues from overseas operations to pounds sterling. The principal exposure is to the Euro and the US

25 Dollar, which form the basis of Group’s invoicing, and to the Rouble which is the functional currency of the Group’s Russian operations. Volatility and fluctuations in exchange rates relative to pounds sterling, which have occurred in recent periods, could materially affect the reported results from year to year of the Group. An adverse currency movement against pounds sterling, such as has been seen as a result of the Outbreak, could have a significant adverse effect on the Group’s business, results of operations, financial condition and prospects. The Group operates from and maintains bank accounts in, a number of jurisdictions. Any imposition of currency controls in any of those jurisdictions may restrict or prevent access to those bank accounts leading to cash taking longer to repatriate to the UK. An inability to move cash resources around the Group could have a material adverse effect on the Group’s business, results of operations, financial condition and prospects.

2.11 The market in which the Group operates is highly competitive and subject to rapid change. The market in which the Group operates is competitive and in a state of ongoing change in response to demand from customers (both exhibitors and visitors), technological innovations, changing legislation and other factors, including but not limited to the Outbreak. Some of the Group’s largest competitors have substantial financial resources, established brands, technological expertise and market experience that may better position them to anticipate and respond to competitive changes. The direct competitive pressure applied by rival events could lead to pressure on pricing, exhibitor numbers and visitor numbers for events, potentially reducing bookings, revenues, profit margins and cash flows. A single exhibition or sector in a market could have its prospects curtailed by a strong competitor launch. Given the unprecedented impact the Outbreak has had (and is expected to continue to have) on the Group’s primary markets, its business and the business of its competitors, it is likely that the Outbreak could substantially alter the competitive landscape in which the Group operates, potentially in ways that are impossible to predict. The Group cannot predict with certainty the changes that may occur and the effect of those changes on the competitiveness of its business. The competitive environment in which the Group operate will require the Group to continually enhance and adapt its offering, develop and invest in new propositions and services and invest in technology to better serve the needs of their existing customers and to attract and retain customers. The Group’s strategy involves measured change across parts of the Group, which requires the assimilation of new ways of working and different corporate cultures. Any strategic measures taken by the Group would need to address the impact of the Outbreak which may be substantially different from targeted strategic measures identified prior to the Outbreak. The failure to manage change effectively could lead to increased colleague turnover, disengagement, poor project delivery and, ultimately, failure to deliver the strategic objectives of the Group. If the Group is unable to adapt to such market changes or competitive pressure successfully and/or develop its business and activities in a timely fashion in response to such changes, for example as a result of disruption caused by the Outbreak, it could have a material adverse effect on the Group’s business, results of operations, financial condition and prospects.

2.12 An increase in sustainability considerations may result in a reduced attendance at the Group’s events. Societal demands on the measuring, reporting on and proactively addressing questions of sustainability in the events industry have seen the Group face additional pressures on delivering sustainable events, taking steps to reduce or eliminate the depletion of natural resources engaged in the delivery of its events, reducing wastage, increasing the use of locally sourced items and leveraging the benefits and inputs of local communities. If the Group is unable to respond sufficiently well to the increasing concerns of its customers, and factor sustainability into its best practice operating models, this may result in a reduction in the revenue generated by the Group as a result of lower attendance. Furthermore, costs associated with any such response could negatively impact the margin the Group is able to

26 achieve for any specific event or across its portfolio generally. A reduction in revenue or a material impact on costs associated with its portfolio could have a material adverse effect on the Group’s business, results of operations, financial condition and prospects.

2.13 A reduction in air travel due to concerns about global warming and carbon footprint may result in a reduced attendance at the Group’s events. Societal demands to tackle climate change and reduce carbon footprint and emissions may see the Group face additional pressures on evidencing a return on investment for its customers to mitigate resultant concerns around carbon footprint. The Group would also be negatively impacted by reductions in travel due to the rise of movements such as “flygskam” (flight shaming) leading to a reduction in attendance at its events. Further, additional government restrictions on air travel may be imposed in the future as measures to counteract outbreaks similar to the Outbreak. If the Group is unable to respond sufficiently well to any such governmental restrictions, the carbon offset requirements or concerns on global warming as a result of carbon footprint increases in a meaningful way, this may lead to a reduction in attendance, resulting in a reduction in the revenue generated by the Group. If the Group’s customers seek alternate forms of travel by which they attend at shows, such as train travel, then the Group may need to reassess the location and accessibility of its event venues to allow for the change in travel habits. Such a reduction could have a material adverse effect on the Group’s business, results of operations, financial condition and prospects.

2.14 The Group may be unable to grow via acquisitions or otherwise as a result of the Group’s short-term focus on cash management due to the impact of the Outbreak. The Group’s strategy under normal market and operating conditions includes making further selective acquisitions of market leading shows and the Group has grown significantly through acquisitions over the previous financial years. However, given the current economic climate and the unknown impact of the Outbreak on the global economy, the Group will not be actively pursuing any new acquisitions in the near term. This may result in a lower rate of growth of the Group’s business compared to previous financial years as the Directors focus on cash management while the Outbreak is ongoing and beyond. In response to the Outbreak, the Group has implemented a cost-saving programme intended to identify and implement up to £10 million of savings in FY 2020 (approximately £9 million of which from HQ restructuring, non-staff savings and venue savings, and approximately £1 million of which from reduced capital expenditure) and £42 million in FY 2021 (approximately £40 million of which from HQ restructuring, non-staff savings and venue savings, and £2 million of which from reduced capital expenditure). The Group may be unable to achieve the full amount of cost savings it has identified and, further whilst the Directors believe such measures are in the best interests of the Group at the present time in response to the Outbreak and its ongoing ramifications, it is possible that, once the Outbreak passes and market conditions stabilise, the cost-saving measures the Group does succeed in implementing could serve to restrict the Group’s ability to return to its pre-Outbreak strategy of growth and require reversing, which may take time to implement. In addition, for the duration of the amendments to the Facilities introduced by the Waiver Letters, any future third party business acquisitions by the Group will generally (subject to certain conditions) require the prior consent of a majority of the Group’s lenders, in accordance with the terms of the Waiver Letters. Furthermore, market dislocations following or unrelated to the Outbreak or credit markets which tighten for other reasons, the Group may be unable to fund any future acquisitions. If the Group is unable to identify sources of funding for future acquisitions, it may be unable to execute the acquisitive element of what formed the Company’s normal growth strategy prior to the Outbreak, which could have a material adverse effect on the Group’s business, results of operations, financial condition and prospects.

2.15 The Group may have to pay refunds in respect of events which are cancelled or postponed as a result of the Outbreak The Company engages contractually with is customers on the basis of terms and conditions adapted in each case to cover the nature of their attendance and participation at events, together with an overlay of jurisdiction or event specific terms and conditions relevant to their participation. Many of the Group’s events take place in jurisdictions which may require the

27 Group to offer refunds for postponed or cancelled events. Refund requests are treated on a case by case basis, taking into account whether the event was cancelled or postponed, the circumstances under which the postponement or cancellation was made, the terms and conditions for the event and any applicable laws in the relevant jurisdictions. In postponing or cancelling shows (whether as a result of the Outbreak or otherwise) the Company will engage with its customers in order to seek to rollover amounts paid on shows as credit against their attendance at the next event in the relevant show cycle. Thus far, where the Group has been forced to postpone or cancel events as a result of the Outbreak it has received refund requests totalling approximately £8.7 million from approximately 725 customers as at the Reference Date and the Group expects to receive further refund requests from its customers. Although it has sought to and will continue to seek to work with its customers in order to retain paid amounts in respect of either the upcoming postponed show (in most cases the postponed event takes place within several months of the originally scheduled date) or endeavour to have such payments accepted as prepayments for the next event in the show cycle to be held in 2021, if the Group cancels or postpones additional events, it is likely to receive refund requests which it may be required to grant. An escalation of the number of refund requests, either due to additional cancellations or postponements or to other factors, including a prolonged economic downturn or recessionary conditions which could result in an increase of refund requests, may result in a reduction in the revenue generated by the Group as a result of lower paid attendance at shows. Such an increase in refund requests would also result in additional management time being spent in dealing with case-by-case refund requests, with any costs associated with such a response negatively impacting the margin the Group is able to achieve for any specific event or across its portfolio generally. A reduction in revenue or a material impact on costs associated with its portfolio could have a material adverse effect on the Group’s business, results of operations, financial condition and prospects.

2.16 The Group’s business and strategy are dependent on the strength of its brands. The Group’s business is dependent on the success of its branded events. Each event has its own distinct brand identity and positioning in its own market. For example, Shoptalk, MosBuild and Africa Oil Week are significant brands in each of their respective markets and to the Group’s reputation in such markets. The continued strength of its brands and the protection of the goodwill attached to them is necessary to continue to attract exhibitors, speakers, delegates and sponsorship opportunities. In addition, the Group’s success and ability to compete are dependent, in part, upon the Group’s ability to maintain and protect the proprietary nature of its brands. The inability or failure to adequately protect its intellectual property rights could allow the Group’s competitors and others to produce branded events based on or similar to the Group’s brands, which could substantially impair the Group’s operating performance and its ability to compete effectively. The Group is exposed to potential brand damage as a result of third parties using its intellectual property when claiming to be in possession of event databases (these offers are fraudulent and spurious claims) and seeking to conduct a sale of databases related to its shows, a practice which is commonplace in the events industry. The Group is also exposed to possible brand damage from poor performance in terms of customer service or event attendance. The Group is further exposed to the risk that litigation, accident or injury at any of their exhibitions or festivals, employee or attendee misconduct, operational failures, the outcome of regulatory or other investigations or actions, the reputations and actions of their business partners, press speculation and negative publicity, among other things, whether or not founded, could damage their brand and reputation. Additionally, any extension of the Group’s services into adjacent areas may reduce or dilute the relevance and reputation of the product or service and its brand value. A decline in favourable recognition of any of the Group’s services could also impact its ability to attract or retain customers. Any of these adverse developments could materially and adversely affect the Group’s business, results of operations and financial condition. Additionally, in the event that any keynote speaker or attendee that had been booked for any of the Group’s events (and their attendance advertised as a marketing point to attract exhibitors, sponsors and delegates) failed to attend, behaved in a way that was perceived to

28 cause damage or harm or otherwise fulfil their contractual obligations at such event, such failure could cause damage to that event’s reputation and adversely affect attendance for succeeding years and could have a material adverse effect on the Group’s business, results of operations, financial condition and prospects.

2.17 The Group’s business depends on its ability to attract, train and retain its senior management and highly skilled colleagues. The successful management and operations of the Group depends on the contributions of its senior management and other key talent, including the colleagues that serve customers and maintain client relationships. The continuing success of the Group depends in part on its ability to continue to recruit, motivate and retain highly experienced and qualified colleagues. In the event that employees have long-standing relationships with customers, a loss of key staff could negatively impact the short-term prospects of a specific event or sector. A loss of one or more of the members of the Group’s senior management without adequate replacement could have a material adverse effect on the business, results of operations, financial condition and prospects of the Group. In response to the Outbreak, the Group has implemented a cost-saving programme intended to identify and implement up to £10 million of savings in FY 2020 (approximately £9 million of which from HQ restructuring, non-staff savings and venue savings, and approximately £1 million of which from reduced capital expenditure) and £42 million in FY 2021 (approximately £40 million of which from HQ restructuring, non- staff savings and venue savings, and £2 million of which from reduced capital expenditure). Certain of these cost savings may negatively impact the ability of the Group to incentivise the Group’s senior management, which could result in the departure of such team members. A failure to identify and retain key individuals may affect the Group’s ability to pursue its strategic objectives and could have a material adverse effect on the Group’s business, results of operations, financial condition and prospects.

2.18 Breaches of the Group’s information security systems or other unauthorised access to sensitive information and any defects in its disaster recovery arrangements could adversely affect its businesses and operations. The Group has valuable information databases as part of its business. There are people who may try to breach the Group’s information security controls to compromise, or gain unauthorised access to, its databases in order to misappropriate data and/or information for potentially fraudulent purposes or to obtain a competitive advantage, in particular at times of potentially greater vulnerability such as during the Outbreak when employees are largely working remotely. As the techniques used by such persons change frequently, the Group may be unable to anticipate or protect against the threat of breaches of data security or other unauthorised access. Breaches of the Group’s information security controls or other unauthorised access to the Group’s databases could damage the Group’s reputation and expose it to risks of loss, litigation and potentially liability and/or regulatory action, as well as increase the likelihood of more extensive governmental and/or regulatory supervision of these activities in a way that could have a material adverse effect on the Group’s business, results of operations, financial condition and prospects. The Group is aware of third parties claiming to be in possession of event databases (these offers are fraudulent and spurious claims with the data in question having been sourced from publicly available, open sources) and seeking to conduct a sale of databases related to its shows, a practice which is commonplace in the events industry. Whilst the Group is taking steps in response to such fraudulent claims (including by instigating cease and desist actions where appropriate), such claims could cause damage to the Group’s reputation, and taking action against third parties could result in increased costs and use of management time. The Group is currently upgrading its disaster recovery systems. As part of the Group’s current disaster recovery arrangements, the Group’s information databases are replicated in near real- time in separate standby facilities. The Group does not control the operation of any of these facilities, and these facilities may be vulnerable to damage or interruption from earthquakes, floods, fires, power loss, telecommunications failures and similar events. These facilities may also be subject to break-ins, sabotage, intentional acts of vandalism and similar misconduct. Despite precautions taken at these facilities, the occurrence of a natural disaster or an act of

29 terrorism, a decision to close the facilities without adequate notice or other unanticipated problems or defects at these facilities or in the Group’s disaster recovery systems could have a material adverse effect on the Group’s business, results of operations, financial condition and prospects.

2.19 Compliance risks with anti-bribery and corruption laws. The Group’s operations are subject to anti-corruption laws and regulations, such as the UK Bribery Act 2010 (“Bribery Act”), the US Foreign Corrupt Practices Act (“FCPA”) and other international laws and regulations. The Group operates in some nations, such as Russia, China, Africa, India, Central Asia, that have experienced significant levels of governmental corruption. Any failure by the Group to ensure that its employees and agents comply with the Bribery Act, FCPA and applicable laws and regulations in foreign jurisdictions, including those relating to anti-competitive behaviour and breaches of trade sanctions, could result in substantial civil and criminal penalties or restrictions on the Group’s ability to conduct business in certain foreign jurisdictions or reputational damage, which could have a material adverse effect on the Group’s business, results of operations, financial condition and prospects.

2.20 The Group may be adversely affected by enforcement of and changes in legislation and regulation affecting its businesses and the businesses of its customers, such as data protection and digital marketing regulation. Laws and regulations relating to communications, data protection, e-commerce, direct marketing and digital advertising have become more prevalent and complex in recent years. Existing and proposed legislation and regulations, including changes in the manner in which such legislation and regulations are interpreted by courts, in the United States, the European Union, the United Kingdom (including the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”), described below) and other jurisdictions impose limits on the Group’s collection and use of certain kinds of information and their ability to communicate such information effectively to their customers. It is difficult to predict in what form laws and regulations will be adopted or how they will be construed by the relevant courts, or the extent to which any changes might adversely affect the Group. A similar approach is being seen at a state level with the introduction in California of the CCPA. The CCPA is a state statute intended to enhance privacy rights and consumer protection for residents of California, and proposals for even more stringent data protection legislation in New York with the New York Privacy Act, which is currently not adopted legislation. The need to comply with data protection legislation is a significant control, operational and reputational risk which can affect the Group in a number of ways, including making it more difficult to grow and maintain marketing data and also through potential litigation relating to the alleged misuse of personal data. In some cases, the Group may rely on third party contractors and employees to maintain its databases and seek to ensure that procedures are in place to comply with the relevant data protection regulations. The Group can provide no assurances that third party contractors will abide by the contractual terms. The Group are exposed to the risk that its data could be wrongfully appropriated, lost or disclosed, or processed in breach of data protection regulation, by or on behalf of the Group. If the Group or any third party service providers on which they rely fail to transmit customer information in a secure manner, or if any such loss of personal customer data were otherwise to occur, the Group could face liability under data protection laws and/or suffer reputational damage from the resulting lost goodwill of individuals such as customers or employees, as well as deterring new customers, and could have a material adverse effect on the Group’s business, results of operations, financial condition and prospects.

2.21 Changes in tax laws or their application or interpretation may adversely impact the Group. The Group is expected to continue to operate in a large number of countries. Accordingly, its earnings are subject to tax in many jurisdictions. Should changes be made to taxation legislation in the countries in which the Group operates such changes could limit the benefitof deferred tax, or otherwise increase levels of taxation on profits. Relevant authorities may amend the substance or interpretation of tax laws that apply to the Group’s businesses, in a

30 manner that is adverse to the Group. There can therefore be no assurance that the various levels of taxation to which the Group are subject will not be increased or changed in a manner that is adverse to them. Tax authorities around the world are increasingly rigorous in their scrutiny of transactions and in the pursuit of tax recoveries. Given the existing levels of subjectivity in determining permanent establishment and the number of countries where the Group has operations and customers, any change in this area may lead to an increased overall tax cost to the Group. If any Group company is found to be, or to have been, tax resident in any jurisdiction other than those in which they are currently deemed to be tax resident or to have a permanent establishment in any such jurisdiction (whether on the basis of existing law or the current application and interpretation of any tax authority or by reason of a change in law or application or interpretation), then that may have a material adverse effect on the amount of tax payable by the Group, which could have a material adverse effect on the Group’s business, results of operations, financial condition and prospects. The Group renders and receives cross-border supplies and services in respect of affiliated entities. Due to these cross-border transactions, the Group is exposed to tax risks, in particular with regard to transfer pricing rules that apply in many jurisdictions. If the arm’s length principle applicable within the scope of such rules were found to not have been complied with, now or in the future, additional tax payments may arise in the respective jurisdictions in which the Group is active. Furthermore, sanctions may apply in the event of non-compliance with the applicable documentation obligations (such as a tax assessment by way of estimation and assessment of penalties). The realisation of any of these risks could materially and adversely affect the business, results of operations, financial condition and prospects of the Group.

2.22 The Group is exposed to risks from legal, regulatory and similar proceedings which could adversely affect their business, results of operations, financial condition and prospects. Although the Group is not currently subject to any litigation that the Directors believe would have a material adverse effect on the Group’s business, results of operations or financial condition or prospects, the nature of the industry in which the Group operates tends to expose it to litigation and claims by customers and suppliers, generally for personal injuries, and other litigation or claims that arise in the ordinary course of business, including breach of contract, debt recovery matters, failure to pay, infringement of intellectual property rights by third parties, or infringement by the Group of third parties’ intellectual property rights. Additionally, litigation claims may arise in the context of a disposal of a business, where warranties or indemnities, in particular tax indemnities, are given in the sale process and remain outstanding. In addition, the Group operates globally, and its businesses are subject to litigation risks that expose them to liability under the laws in the various jurisdictions in which they operate. Laws and regulations are constantly changing, and the Group is therefore also exposed to the risk of unfavourable changes in applicable law and its interpretation in the jurisdictions in which it operates. These risks include, amongst others, disputes over trade terms with customers and/ or suppliers, customer losses resulting from information technology systems delay or failure, and violations of data protection and privacy laws. The Group may also be subject to regulatory investigation and enforcement actions, which in turn could trigger civil litigation. Any such disputes or legal proceedings, whether with or without merit, could be expensive and time-consuming and could divert the attention of senior management. There can be no assurance as to what the ultimate outcome of any particular dispute or legal proceeding will be, and if resolved adversely to the Group, could harm its reputation and increase its costs. Any such unfavourable outcome of any particular matter or any future legal proceedings or costs related to the settlement of any such proceeding could have a material adverse effect on the Group’s business, results of operations, financial condition and prospects. In addition, there are a variety of risks associated with the relatively undeveloped legal and regulatory frameworks in certain markets, including the possibility of arbitrary, selective or unpredictable judicial rulings or government action, unclear or conflicting authority, lack of certainty, difficulties in obtaining effective redress and inability to enforce rights under contracts or to defend against claims of third parties.

31 2.23 The Group may suffer from impairment losses which would reduce their reported assets and profit. Intangible assets and goodwill comprise a substantial portion of the Group’s total assets. Economic, legal, regulatory, competitive, contractual and other factors may affect the value of these assets. If any of these factors impair the value of the Group’s intangible assets and goodwill, accounting rules would require a reduction of the Group’s carrying value and recognition of an impairment charge, which would reduce the Group’s reported assets and earnings in the year the impairment charge is recognised.

3. RISKS RELATED TO THE RIGHTS ISSUE 3.1 The market price for New Ordinary Shares issued pursuant to the Rights Issue may decline below the Issue Price The public trading market price of the New Ordinary Shares (including the Nil Paid Rights and the Fully Paid Rights) issued pursuant to the Rights Issue may decline below the Issue Price. Should that occur, Shareholders who exercise their rights in the Rights Issue will suffer an immediate loss as a result. Moreover, following the exercise of their rights, Shareholders may be unable to sell the New Ordinary Shares at a price equal to or greater than the Issue Price for those shares. If the public trading market price of the New Ordinary Shares declines below the Issue Price, investors who have acquired any such Nil Paid Rights or New Ordinary Shares will likely suffer a loss as a result.

3.2 An active market in the Nil Paid Rights may not develop An active trading market in the Nil Paid Rights may not develop on the London Stock Exchange during the trading period. In addition, because the trading price of the Nil Paid Rights depends on the trading price of the Ordinary Shares, the Nil Paid Rights price may be volatile and subject to the same risks as noted elsewhere in this document.

3.3 Shareholder ownership percentages may be diluted in connection with the Rights Issue or as a result of issuances of Ordinary Shares that may occur in the future. If Shareholders do not take up the offer of New Ordinary Shares under the Rights Issue their proportionate ownership and voting interests in the Company will be reduced by approximately 69.2 per cent. and the percentage that their shares will represent of the total share capital of the Company will be reduced accordingly. Even if a Shareholder elects to sell his, her or its unexercised Nil Paid Rights, or such Nil Paid Rights are sold on his, her or its behalf, the consideration he, she or it receives may not be sufficient to compensate him, her or it fully for the dilution of his, her or its percentage ownership of the Company’s share capital that may be caused as a result of the Rights Issue. For these purposes, any dilution which may result from the vesting or exercise of any awards under the Hyve Share Plans between the Reference Date and the Rights Issue Record Date has been disregarded. In addition, although the Group has no current plans for an offering of its Ordinary Shares or of rights to subscribe for its Ordinary Shares other than in connection with the Rights Issue and the Hyve Share Plans, it is possible that the Group may decide to offer additional Ordinary Shares in the future, for example to effect a future acquisition. In addition, the granting of employee share options in respect of Ordinary Shares is an integral element of the Group’s compensation policies. An additional offering of Ordinary Shares by the Group or significant grants of Ordinary Shares could dilute ownership and thereby have an adverse impact on the market price of outstanding Ordinary Shares. 3.4 Admission of the New Ordinary Shares issued pursuant to the Rights Issue may not occur when expected Application for Admission of the New Ordinary Shares issued pursuant to the Rights Issue is subject to the approval of the UK Listing Authority. Admission will only become effective once a dealing notice has been issued by the UK Listing Authority and the London Stock Exchange has acknowledged that the New Ordinary Shares issued pursuant to the Rights Issue will be admitted to trading. There can be no guarantee that the conditions for Admission will be met or that the UK Listing Authority will issue a dealing notice.

32 3.5 Shareholders outside the United Kingdom may not be able to participate in the Rights Issue or future issues of Ordinary Shares Securities laws of certain jurisdictions, including Excluded Territories, may restrict the Company’s ability to allow participation by shareholders in the Rights Issue. In particular, the Rights Issue will not be registered under the US Securities Act and therefore holders of existing Ordinary Shares who are located in the United States may not be able to participate in the Rights Issue unless a registration statement under the US Securities Act is effective with respect to the New Ordinary Shares or an exemption from the registration requirements is available thereunder. Securities laws in certain other jurisdictions may restrict the Company’s ability to allow participation by shareholders in such jurisdictions in the Rights Issue or any future issues of shares carried out by the Company. Qualifying Shareholders who have a registered address in or who are resident in, or who are citizens of, countries other than the UK, should consult their professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to take up their Nil Paid Rights or to acquire Fully Paid Rights or New Ordinary Shares. Any Shareholder who is not entitled to participate in the Rights Issue or any future issue of Ordinary Shares carried out by the Company will suffer dilution, as described above.

4. RISKS RELATED TO THE NATURE OF THE SECURITIES 4.1 The market value of the Ordinary Shares may fluctuate significantly as a result of factors beyond the Company’s control and may not always reflect the underlying asset value or prospects of the Company. The market price of the New Ordinary Shares (including the Nil Paid Rights and the Fully Paid Rights) and/or the Ordinary Shares could be volatile and subject to significant fluctuations due to a variety of factors, including: (a) the market’s perception of the likelihood of completion of the Rights Issue; (b) any industry sector changes affecting the operations of the Group; (c) variations in the operating and financial results of the Group; (d) changes to the taxation and/or regulatory environment in which the Group operates; (e) business developments of the Group and/or its competitors; (f) involvement of the Group in litigation; (g) future issues or sales of shares; (h) the operating and share price performance of other companies in the industries and markets in which the Group operates; or (i) speculation about the Group’s business in the press, media or the investment community. Changes in the political and economic climate may also cause volatility and significant fluctuations in the market. Stock markets have, from time to time, experienced significant price and volume fluctuations that have affected the market prices for securities, and which may be unrelated to the Group’s operating performance or prospects. Furthermore, the Group’s business, prospects, financial condition and/or results of operations, or the underlying value of the Group’s assets, from time to time may be below the expectations of market analysts and investors. Any of these events could result in a decline in the market price of the New Ordinary Shares (including the Nil Paid Rights and the Fully Paid Rights) and/or the Ordinary Shares.

4.2 There are certain limitations as to the Group’s ability to pay dividends. Under English company law, a company can only pay cash dividends to the extent that it has distributable reserves and cash available for this purpose. The Company’s ability to pay cash dividends in the future is affected by a number of factors including its ability to receive sufficient dividends from subsidiaries. The payment of dividends to the Company by its subsidiaries is, in turn, subject to restrictions, including certain regulatory requirements and the existence of sufficient distributable reserves and cash in the Company’s subsidiaries.

33 The ability of these subsidiaries to pay dividends and the Company’s ability to receive distributions from its investments in other entities is subject to applicable laws and regulatory requirements and other restrictions, including, amongst other things, covenants in some of the Company’s credit facilities. These laws and restrictions could limit the payment of dividends and distributions to the Company by its subsidiaries, which could in future restrict the Company’s ability to fund other operations or to pay a dividend to holders of the Existing Ordinary Shares or the New Ordinary Shares. In addition, the terms of the Second Waiver Letter provide that, whilst the amendments to the Facilities introduced by the Second Waiver Letter are in place, the Company is precluded from paying dividends without obtaining the consent of the majority of the Group’s lenders. Following completion of the Rights Issue, the payment of dividends by the Company to its Shareholders will therefore be restricted in accordance with the terms of the Second Waiver Letter.

4.3 US tax law was recently enacted and there is uncertainty with respect to its application. In December 2017, the US Congress approved, and the US President signed into law, the “Tax Cuts and Jobs Act” which significantly changes the US federal income tax system. This law is complex and the US Treasury Department is still in the process of issuing regulations implementing the law. As a result, there is some uncertainty as to how certain aspects of the new tax rules will be implemented. Prospective investors should consult their own tax adviser regarding the potential impact of the new law on the US federal income tax consequences applicable to them.

4.4 The Company may be classified as a passive foreign investment company for US federal income tax purposes, which could subject US investors in the Company’s ordinary shares to significant adverse US federal income tax consequences. A foreign corporation will be a passive foreign investment company for US federal income tax purposes (a “PFIC”) in any taxable year in which, after taking into account the income and assets of the corporation and certain subsidiaries pursuant to applicable “look-through rules”, either: (i) at least 75 per cent. of its gross income is “passive income”; or (ii) at least 50 per cent. of its assets produce or are held for the production of “passive income”. For this purpose, “passive income” generally includes dividends, interest, royalties and rents and certain other categories of income, subject to certain exceptions. The Company has not determined if it has been a PFIC in any prior taxable year. The determination of whether the Company is a PFIC is a fact-intensive determination which is made annually and cannot be completed until the close of a taxable year. Accordingly, a final determination as to PFIC status with respect to the Company for the current taxable year cannot be made until after the end of such taxable year, which is the taxable year ending 30 September 2020. Even if the Company was not previously a PFIC, it is possible that the Company may become a PFIC due to changes in its income or asset composition or a decline in the market value of its equity. Because PFIC status is a fact-intensive determination, no assurance can be given that the Company is not, has not been, or will not become, classified as a PFIC. If the Company were to be classified as a PFIC in any taxable year, US Holders (as defined in part 5 of Part IX (Taxation)) generally would be subject to special tax rules that could result in materially adverse US federal income tax consequences. Further, prospective investors should assume that a “qualified electing fund” election, which, if made, could serve as an alternative to the general PFIC rules and could reduce any adverse consequences to US Holders if the Company were to be classified as a PFIC, will not be available because the Company does not expect to provide US Holders with the information needed to make such an election. A “mark-to-market” election may be available, however, if the Company’s ordinary shares are regularly traded. See part 5 of Part IX (Taxation) for additional information and consult a tax adviser concerning the US federal income tax consequences of acquiring, owning or disposing of the Company’s New Ordinary Shares if the Company is or becomes classified as a PFIC.

34 4.5 Overseas Shareholders may have fewer rights than they would as UK shareholders or as shareholders of companies organised in their local jurisdiction. The ability of an Overseas Shareholder to bring an action against the Company may be limited under law. The Company is a public limited company incorporated in England and Wales. The rights of holders of Ordinary Shares are governed by English law and by the Company’s Articles of Association. These rights differ from the rights of shareholders in typical US corporations and some other non-UK corporations. In particular, English law significantly limits the circumstances under which shareholders of companies may bring derivative actions. Under such law generally, only a company can be the proper pursuer or claimant in proceedings in respect of wrongful acts committed against it. In addition, it may be difficult for an Overseas Shareholder to prevail in a claim against the Company under, or to enforce liabilities predicated upon, non-UK securities laws. An Overseas Shareholder may not be able to enforce a judgment against some or all of the Directors and executive officers of the Company. All of the Directors and executive officers of the Company are residents of the UK. Consequently, it may not be possible for an Overseas Shareholder to effect service of process upon the Directors and executive officers of the Company within the Overseas Shareholder’s country of residence or to enforce against the Directors judgments of courts of the Overseas Shareholder’s country of residence based on civil liabilities under that country’s securities laws. There can be no assurance that an Overseas Shareholder will be able to enforce any judgments in civil and commercial matters or any judgments under the securities laws of countries other than the UK against the Directors and executive officers of the Company who are residents of the UK or countries other than those in which judgment is made. In addition, English or other courts may not impose civil liability on the Directors or executive officers in any original action based solely on the foreign securities laws brought against the Company or the Directors or executive officers in a court of competent jurisdiction in England or other countries.

4.6 Holders of the Ordinary Shares in certain jurisdictions, including the United States, may not be able to exercise their pre-emptive rights or participate in future equity offerings if the Group increases its share capital. A holder of Ordinary Shares generally has the right to subscribe and pay for a sufficient number of Ordinary Shares to maintain its relative ownership percentage prior to the issuance of any new Ordinary Shares to another person. US holders of Ordinary Shares may not be able to exercise their pre-emptive rights unless a registration statement under the US Securities Act is effective with respect to such rights and the related Ordinary Shares or an exemption from the registration requirements of the US Securities Act is available. Similar restrictions exist in certain other jurisdictions. The Group does not intend to register the Ordinary Shares under the US Securities Act or the laws of any other jurisdiction, and no assurance can be given that an exemption from the registration requirements will be available to the Company for transactions with US or other holders of Ordinary Shares or, if available, that the Company will use it. To the extent that US or other holders of Ordinary Shares are not able to exercise their pre-emptive rights, the pre-emptive rights would lapse and their proportional interests in the Company would be reduced.

4.7 Shareholders may be subject to exchange rate risks. The Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares are priced in pounds sterling and will be quoted and traded in pounds sterling. In addition, any dividends the Company may pay will be declared and paid in pounds sterling. Accordingly, Shareholders resident in non-UK jurisdictions are subject to risks arising from adverse movements in the value of their local currencies against the Pound Sterling, which may reduce the value of the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares, as well as that of any dividends paid.

35 RIGHTS ISSUE STATISTICS

Issue Price per New Ordinary Share 69 pence Basis of Rights Issue 9 New Ordinary Shares at 69 pence each for every 40 Existing Ordinary Shares this is equivalent to 9 New Ordinary Shares at 69 pence each for every 4 Consolidated Ordinary Shares

Number of Ordinary Shares (ISIN: GB0002520509) 815,780,256 in issue at the date of this document Number of Consolidated Ordinary Shares (ISIN: 81,578,026 GB00BKP36R26) to be in issue as a result of the Share Capital Consolidation Number of New Ordinary Shares (ISIN: up to 183,550,558 GB00BKP36R26) to be provisionally allotted under the Rights Issue(1) Number of Ordinary Shares (ISIN: GB00BKP36R26) 265,128,584 in issue immediately following completion of the Rights Issue(1) New Ordinary Shares issued under the Rights Issue 69.2 per cent. as a percentage of the Enlarged Share Capital of the Company following the Share Consolidation and completion of the Rights Issue(1) (approximately) Gross proceeds of the Rights Issue (approximately) £126.6 million Estimated net proceeds of the Rights Issue £116.8 million (approximately)(1), (2)

————— Notes: (1) On the assumption that no further Ordinary Shares are issued from the date of this document until completion of the Rights Issue other than the New Ordinary Shares. The actual number of New Ordinary Shares to be issued will be subject to rounding to eliminate fractions. (2) Expenses are expected to be approximately £9.8 million (excluding any amounts in respect of VAT thereon).

36 EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Each of the times and dates in the table below is indicative only and may be subject to change. Please read the notes to this timetable set out below.

Announcement of the Rights Issue 7 May 2020 Publication and posting of this document, notice of General 7 May 2020 Meeting and Form of Proxy Latest time and date for receipt of Forms of Proxy or electronic 9.30 a.m. on 22 May 2020 proxy appointments Record Date for entitlements under the Rights Issue 6.00 p.m. on 22 May 2020 General Meeting 9.30 a.m. on 27 May 2020 Date of despatch of Provisional Allotment Letters (to Qualifying 27 May 2020 non-CREST Shareholders only) Record Date for the Share Consolidation 6.00 p.m. on 27 May 2020 Publication of notice in the London Gazette 28 May 2020 Admission and dealings in the Consolidated Ordinary 8.00 a.m. on 28 May 2020 Shares commence on the London Stock Exchange Admission and dealings in New Ordinary Shares, nil paid, 8.00 a.m. on 28 May 2020 commence on the London Stock Exchange Expected date for CREST accounts to be credited for the As soon as practicable after 8.00 a.m. Consolidated Ordinary Shares to be held in uncertificated form on 28 May 2020 Existing Ordinary Shares marked “ex-rights” by the London 8.00 a.m. on 28 May 2020 Stock Exchange Nil Paid Rights credited to stock accounts in CREST (Qualifying As soon as practicable after CREST Shareholders only) 8.00 a.m. on 28 May 2020 Nil Paid Rights and Fully Paid Rights enabled in CREST As soon as practicable after 8.00 a.m. on 28 May 2020 Latest time and date for cashless take-up or disposal of Nil Paid 5.00 p.m. on 4 June 2020 Rights or Fully Paid Rights using the Special Dealing Service Recommended latest time for requesting withdrawal of Nil Paid 4.30 p.m. on 5 June 2020 Rights or Fully Paid Rights from CREST (i.e. if your Nil Paid Rights or Fully Paid Rights are in CRESTand you wish to convert them into certificated form) Latest time and date for depositing renounced Provisional 3.00 p.m. on 8 June 2020 Allotment Letters, nil paid or fully paid, into CREST or for dematerialising Nil Paid Rights into a CREST stock account Latest time and date for splitting of Provisional Allotment Letters 3.00 p.m. on 9 June 2020 Despatch of cheques in relation to net proceeds of disposal of 9 June 2020 Nil Paid Rights under the Special Dealing Service Latest time and date for acceptance in CREST and payment in 11.00 a.m. on 11 June 2020 full and registration of renounced Provisional Allotment Letters Expected date of announcement of results of the Rights Issue 8.00 a.m. on 12 June 2020 announced through a Regulatory Information Service Dealings in the New Ordinary Shares to commence on the By 8.00 a.m. on 12 June 2020 London Stock Exchange fully paid New Ordinary Shares credited to CREST accounts Soon after 8.00 a.m. on 12 June 2020 (uncertificated holders only)

37 Expected despatch of definitive share certificates for New No later than 26 June 2020 Ordinary Shares and premium payments (if applicable) of Nil Paid Rights not taken up Expected despatch of definitive share certificates for Within ten Business Days of Consolidated Ordinary Shares and fractional payments issued in Admission CREST or cheques relating to the Share Consolidation despatched

————— Notes: (1) Each of the times and dates set out in the above timetable and mentioned in this document, the Provisional Allotment Letter and in any other document issued in connection with the Rights Issue is subject to change by the Company (with the agreement of the Joint Bookrunners in certain circumstances), in which event details of the new times and dates will be notified to the FCA and, where appropriate, to Shareholders. (2) Any reference to a time in this document is to time in London, United Kingdom, unless otherwise specified. (3) The ability to participate in the Rights Issue is subject to certain restrictions relating to Shareholders with registered addresses or located or resident in countries outside the UK, details of which are set out in Part IV (Terms and Conditions of the Rights Issue) of this document.

38 IMPORTANT INFORMATION

Notice to prospective investors Numis has been appointed as Sponsor, financial adviser, joint global coordinator, joint bookrunner and joint underwriter in connection with the Rights Issue. Barclays and HSBC have each been appointed as joint global coordinator, joint underwriters and joint bookrunners in connection with the Rights Issue. Numis, which is authorised and regulated by the FCA in the United Kingdom, and Barclays and HSBC (each of which are authorised by the PRA and regulated by the PRA and the FCA in the United Kingdom) are acting exclusively for the Company and no one else in connection with the Rights Issue, will not regard any other person (whether or not a recipient of this document) as a client in relation to the Rights Issue, and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Rights Issue or any other matter referred to herein. Apart from the responsibilities and liabilities, if any, which may be imposed on the Joint Bookrunners by FSMA or the regulatory regime established thereunder, none of the Joint Bookrunners nor any of their respective affiliates accepts any responsibility whatsoever or makes any representation or warranty, express or implied, to any person in respect of any acts or omissions of the Company in relation to the Rights Issue, or for the contents of this document including its accuracy, completeness, sufficiency or verification or for any other statement made or purported to be made by or on behalf of it, the Company or the Directors in connection with the Company, the New Ordinary Shares, the Nil Paid Rights, the Fully Paid Rights or the Rights Issue and other matters referred to in this document and nothing in this document is or shall be read as a promise or representation in this respect whether as to the past or future. Each of the Joint Bookrunners accordingly disclaims all and any liability whatsoever whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of the Rights Issue or this document or any such statement. Prospective investors also acknowledge that: (i) they have not relied on any of the Joint Bookrunners nor any person affiliated with any of them in connection with any investigation of the accuracy of any information contained in this document or their investment decision; and (ii) they have relied only on the information contained in this document and the information incorporated by reference into this document, and that no person has been authorised to give any information or to make any representation concerning the Company or its subsidiaries or the New Ordinary Shares, the Nil Paid Rights, or the Fully Paid Rights (other than as contained in this document) and, if given or made, any such other information or representation should not be relied upon as having been authorised by the Company or any of the Joint Bookrunners. This document is not intended to provide the basis of any investigation evaluation and should not be considered as a recommendation by any of the Company, Barclays, HSBC, Numis or any of their respective affiliates that any recipient of this document should purchase Nil Paid Rights, Fully Paid Rights or New Ordinary Shares. In connection with the Rights Issue, the Joint Underwriters and any of their respective affiliates acting as investors for their own accounts may subscribe for or purchase Nil Paid Rights, Fully Paid Rights and/or New Ordinary Shares as a principal position and, in that capacity, may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in the Nil Paid Rights, the Fully Paid Rights and/or New Ordinary Shares, any other securities of the Company or other related investments in connection with the Rights Issue or otherwise. Accordingly, references in this document to the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares being issued, subscribed, sold, purchased or otherwise dealt with should be read as including any issue, offer or sale to, or subscription, purchase or dealing by, any of the Joint Bookrunners and any of their respective affiliates acting as an investor for its or their own account(s). In addition, Barclays, HSBC, Numis and each of their respective affiliates may enter into financing arrangements (including swaps or contracts for difference) with investors in connection with which they may from time to time acquire, hold or dispose of Nil Paid Rights, Fully Paid Rights or New Ordinary Shares. Neither Barclays, HSBC nor Numis intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so. Each of Barclays, HSBC, Numis and their respective affiliates may have engaged in transactions with, and provided various commercial banking, investment banking, financial advisory transactions

39 and services in the ordinary course of their business with the Company and/or its affiliates for which they would have received customary fees and commissions. Each of Barclays and HSBC and certain of their respective affiliates are lenders to the Company under the Facilities. Each of Barclays, HSBC, Numis and their respective affiliates may provide such services to the Company and/or its affiliates in the future. In the ordinary course of their various business activities, each of Barclays, HSBC, Numis and their respective affiliates may hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (which may include bank loans and/or credit default swaps) in the Company and its respective affiliates for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. EXCEPT AS OTHERWISE SET OUT HEREIN, THE RIGHTS ISSUE DESCRIBED IN THIS DOCUMENT IS NOT BEING MADE TO SHAREHOLDERS OR INVESTORS IN THE UNITED STATES OR ANY OF THE OTHER EXCLUDED TERRITORIES. Subject to certain exceptions, neither this document nor the Provisional Allotment Letter constitutes, or will constitute, or forms part of any offer or invitation to sell or issue, or any solicitation of any offer to subscribe for, purchase or acquire Nil Paid Rights, Fully Paid Rights or New Ordinary Shares to any Shareholder with a registered address in, or who is resident or located in, the United States or any of the other Excluded Territories. None of the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares has been or will be registered under the relevant laws of any state, province or territory of the United States or any of the other Excluded Territories. Neither this document nor the Provisional Allotment Letter constitutes an offer to sell or issue, or a solicitation of any offer to subscribe for, purchase or acquire New Ordinary Shares or any offer or solicitation to take up entitlements to Nil Paid Rights or Fully Paid Rights in any jurisdiction in which such offer or solicitation is unlawful. Subject to certain exceptions, neither this document nor the Provisional Allotment Letter should be distributed in or into the United States or any of the other Excluded Territories. Any person (including, without limitation, a nominee or trustee) who has a contractual or legal obligation to forward this document or any Provisional Allotment Letter, if received, or other document to a jurisdiction outside the United Kingdom should read Part IV (Terms and Conditions of the Rights Issue) of this document. Notwithstanding the foregoing, the Company reserves the right to offer the Nil Paid Rights, the Fully Paid Rights and/or the New Ordinary Shares in the united States to a limited number of investors reasonably believed to be QIBs in transactions exempt from, or not subject to, the registration requirements of the US Securities Act.

Forward-looking statements This document contains or incorporates by reference forward-looking statements which are based on the beliefs, expectations and assumptions of the Directors and other members of senior management about the Group’s businesses and the Rights Issue. All statements other than statements of historical fact included in this document may be forward-looking statements. Generally, words such as “will”, “may”, “should”, “could”, “estimates”, “continue”, “believes”, “expects”, “aims”, “targets”, “projects”, “intends”, “anticipates”, “plans”, “prepares”, “seeks” or, in each case, their negative or other variations or similar or comparable expressions identify forward-looking statements. These forward-looking statements are not guarantees of future performance, and there can be no assurance that the expectations reflected in such forward-looking statements will prove to have been correct. Rather, they are based on the current beliefs, expectations and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Company and are difficult to predict, that may cause actual results, performance, plans, objectives, achievements or events to differ materially from those express or implied in such forward-looking statements. Undue reliance should, therefore, not be placed on such forward-looking statements. Any forward-looking statements contained in this document are subject to (among other things) the risk factors described in the “Risk Factors” section of this document. New factors will emerge in the future, and it is not possible to predict which factors they will be. In addition, the impact of each factor on the Group’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those described in any forward-looking statement or statements cannot be assessed, and no assurance can therefore be provided that assumptions will prove correct or that expectations and beliefs will be achieved.

40 Any forward-looking statement contained in this document based on past or current trends and/or activities of the Group should not be taken as a representation that such trends or activities will continue in the future. No statement in this document is intended to be a profit forecast or to imply that the earnings of the Group for the current year or future years will match or exceed historical or published earnings of the Group. Each forward-looking statement speaks only as at the date of this document and is not intended to give any assurance as to future results. The Company and/or its Directors expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein as a result of new information, future events or other information, except to the extent required by the Listing Rules, the Disclosure Guidance and Transparency Rules, the Prospectus Regulation, the Prospectus Regulation Rules, the Market Abuse Regulations, the rules of the London Stock Exchange or by applicable law. The contents of the sections of this document relating to forward-looking statements in no way seek to qualify or negate the statement relating to the Group’s working capital set out in paragraph 9 Part X (Additional Information) of this document.

Notice to all investors and Shareholders This document has been lodged with the London Stock Exchange. Any reproduction or distribution of this document, in whole or in part, and any disclosure of its contents or use of any information contained in this document for any purpose other than considering the proposed Rights Issue is prohibited. By accepting delivery of this document, each recipient agrees to the foregoing. Investors should rely only on the information in this document and the information incorporated herein by reference. No person has been authorised to give any information or to make any representations other than those contained in this document in connection with the Rights Issue and, if given or made, such information or representations must not be relied upon as having been authorised by or on behalf of the Company, the Directors and/or the Joint Underwriters. Without prejudice to any obligation of the Company to publish a supplementary prospectus, neither the delivery of this document nor any subscription or sale made under this document shall, under any circumstances, create any implication that there has been no change in the business or affairs of the Company or of the Group taken as a whole since the date hereof or that the information contained herein is correct as of any time subsequent to its date. Presentation of financial and other information The Company publishes its financial statements in pounds sterling (“£” or “sterling”). The abbreviation “£m” represents millions of pounds sterling and references to “pence” and “p” represent pence in the UK. Unless otherwise indicated in this document, all references to: 1. “pounds”, “pounds sterling”, “pound sterling”, “Sterling”, “Pounds Sterling”, “£”, “pence”,or“p” are to the lawful currency of the United Kingdom; 2. “euro” and “€” are to the lawful currency of the EU (as adopted by certain member states of the EU); and 3. “USD”, “US Dollar”, “$” or “US$” are to the lawful currency of the United States. The financial information presented in a number of tables in this document has been rounded to the nearest whole number or the nearest decimal point. Therefore, the sum of the numbers in a column may not conform exactly to the total figure given for that column. In addition, certain percentages presented in the tables in this document reflect calculations based upon the underlying information prior to rounding and, accordingly, may not conform exactly to the percentages that would be derived if the relevant calculations were based upon the rounded numbers. Unless otherwise stated, financial information relating to the Company as at and for FY 2019 has been extracted without adjustments from the audited, consolidated financial statements relating to the Company as at and for FY 2019 and financial information relating to the Company as at and for the six months ended 31 March 2020 has been extracted without adjustment from the Company’s unaudited, consolidated financial statements relating to the Company for the six months ended 31 March 2020 which are incorporated by reference into this document as explained in Part VII

41 (Historical Financial Information) of this document. The Group’s audited consolidated financial statements have been prepared in accordance with IFRS. Where information has been extracted from the Company’s applicable annual report and accounts, the information is audited unless otherwise stated. Where the information is unaudited, this has been stated. The financial information for FY 2019, FY 2018 and FY 2017 were prepared in accordance with IFRS, IFRS interpretations and the Companies Act applicable to companies reporting under IFRS. The financial information presented and incorporated by reference in this document was not prepared in accordance with US Generally Accepted Accounting Principles (“US GAAP”) or audited in accordance with US Generally Accepted Auditing Standards (“US GAAS”) or the standards of the Public Company Accounting Oversight Board (“PCAOB Standards”). No opinion or any other assurance with regard to any financial information was expressed under US GAAS or PCAOB Standards and the financial information is not intended to comply with SEC reporting requirements. Compliance with such requirements would require the modification, reformulation or exclusion of certain financial measures. In addition, changes would be required in the presentation of certain other information. In particular, no reconciliation to US GAAP is provided.

Alternative performance measures and other non-IFRS financial data Parts of this document, including this section (Important Information), contain information regarding alternative performance measures, including like-for-like revenue growth, retention rate, headline profit before tax, headline operating profit, headline profit after tax, headline diluted earnings per share, cash conversion, net debt to adjusted EBITDA, return on capital employed and such other non-IFRS financial data as forward bookings, which are sometimes used by investors to evaluate the performance of a company’s operations. An investor should not consider such items as alternatives to the applicable IFRS measures. In particular, an investor should not consider any such non-IFRS measures as a measurement of the Group’s financial performance or liquidity under IFRS as an alternative to the Company’s operating results or any other performance measures derived in accordance with IFRS or as an alternative to cash flow from operating activities as a measure of the Company’s activity. It may not therefore be comparable with similarly titled profit measurements reported by other companies. It is not intended to be a substitute for IFRS measures of profit. For a discussion regarding alternative performance measures, see Part VI (Operating and Financial Review). The non-IFRS measures used by the Group include: 1. Adjusted EBITDA is profit/(loss) for the period adjusted for tax, interest on bank loans, bank charges, interest receivable from bank deposits, depreciation of property, plant and equipment and amortisation of computer software and acquired intangible assets with further adjustments for impairment of assets, derecognition of goodwill on cessation of trading, loss/(profit) on disposal of investments, transaction costs on acquisitions and disposals, integration costs, restructuring costs, tax on income from associates and joint ventures and revaluation of assets and liabilities on acquisitions and disposals. 2. Cash conversion is defined as cash generated from operations adjusted for net venue utilisation, expressed as a percentage of headline profit before tax adjusted for non-cash foreign exchange gains/losses. Net venue utilisation is defined as advances and prepayments to venues and utilisation of venue advances and prepayments. 3. Headline diluted earnings per share is defined as headline earnings for the year after tax divided by the diluted weighted average number of shares. 4. Headline earnings for the year after tax is defined as profit/loss for the year attributable to owners of the Company adjusting items impacting earnings for the year after tax, being the following items: * amortisation of acquired intangible assets, which is amortisation charge in respect of intangible assets acquired through business combinations; * impairment of assets, which is write-down of assets to fair value, where indicators of impairment have existed or following the completion of the annual impairment review;

42 * derecognition of goodwill on cessation of trading, which is the derecognition of goodwill following the closure of the part of the business to which goodwill is related; * loss/(profit) on disposals, which is the loss or profit recognised following the disposal of part of the business, represented by the difference between the fair value of proceeds received net of related selling expenses and the disposed of net assets; * transaction costs on acquisitions and disposals, which are costs incurred that are directly attributable to acquisitions or disposals, whether completed, still being actively pursued or no longer being considered; * integration costs, which are costs incurred following the completion of an acquisition to integrate the acquired business within the Group, including costs incurred that are necessary to enable the Group to realise synergy savings post-acquisition; * restructuring costs, which are costs incurred in transforming the business, as a result of TAG Programme and in connection with the new strategic direction of the Group, the focus on the Core Events, and particularly in respect of the active management of the Group’s portfolio of events; * revaluation of liabilities on completed acquisitions; * write off of previously capitalised debt issue costs on refinancing, which are costs incurred in relation to accelerated non-cash amortisation charges on the refinancing of the Group’s external debt; and * tax effect of other adjustments. 5. Headline operating profit is defined as operating profit before adjusting items impacting operating profit, being the following items: * amortisation of acquired intangible assets, which is amortisation charge in respect of intangible assets acquired through business combinations; * impairment of assets, which is write-down of assets to fair value, where indicators of impairment have existed or following the completion of the annual impairment review; * derecognition of goodwill on cessation of trading, which is the derecognition of goodwill following the closure of the part of the business to which goodwill is related; * loss/(profit) on disposals, which is the loss or profit recognised following the disposal of part of the business, represented by the difference between the fair value of proceeds received net of related selling expenses and the disposed of net assets; * transaction costs on acquisitions and disposals, which are costs incurred that are directly attributable to acquisitions or disposals, whether completed, still being actively pursued or no longer being considered; * integration costs, which are costs incurred following the completion of an acquisition to integrate the acquired business within the Group, including costs incurred that are necessary to enable the Group to realise synergy savings post-acquisition; * restructuring costs, which are costs incurred in transforming the business, as a result of TAG Programme and in connection with the new strategic direction of the Group, the focus on the Core Events, and particularly in respect of the active management of the Group’s portfolio of events; and * tax on income from associates and joint ventures, which is the tax charge in respect of the share of profits recognised from associates and joint ventures. 6. Headline profit before tax is statutory profit/(loss) before tax and adjusting items. Adjusting items are the following items:

Operating items * amortisation of acquired intangible assets, which is amortisation charge in respect of intangible assets acquired through business combinations;

43 * impairment of assets, which is write-down of assets to fair value, where indicators of impairment have existed or following the completion of the annual impairment review; * derecognition of goodwill on cessation of trading, which is the derecognition of goodwill following the closure of the part of the business to which goodwill is related; * loss/(profit) on disposals, which is the loss or profit recognised following the disposal of part of the business, represented by the difference between the fair value of proceeds received net of related selling expenses and the disposed of net assets; * transaction costs on acquisitions and disposals, which are costs incurred that are directly attributable to acquisitions or disposals, whether completed, still being actively pursued or no longer being considered; * integration costs, which are costs incurred following the completion of an acquisition to integrate the acquired business within the Group, including costs incurred that are necessary to enable the Group to realise synergy savings post-acquisition; * restructuring costs, which are costs incurred in transforming the business, as a result of TAG Programme and in connection with the new strategic direction of the Group, the focus on the Core Events, and particularly in respect of the active management of the Group’s portfolio of events; * tax on income from associates and joint ventures, which is the tax charge in respect of the share of profits recognised from associates and joint ventures; and

Financing item * revaluation of assets and liabilities on completed acquisitions and disposals, which is the revaluation of future earn-out payments in respect of completed acquisitions recognised through profit and loss; and * write off of previously capitalised debt issue costs on refinancing, which are costs incurred in relation to accelerated non-cash amortisation charges on the refinancing of the Group’s external debt. The headline profit before tax allows the Group to present the profitability of the business before tax such that performance could be appraised consistently, whether from organic growth or through acquisitions and without the effects of assets being amortised or impaired, effects of disposals, transaction, integration and business restructuring costs, tax charges in respect of the share of profits from associates and subsidiaries and effect of future earn-out payments. 7. Headline profit after tax is statutory profit/(loss) before tax and operating and financing adjusting items (as set out under the above definition of Headline profit before tax), the related tax impact of these items, the tax (charge)/credit, and tax on income from associates and joint ventures. 8. Like-for-like revenue growth Like-for-like revenue growth is a revenue growth measure for the Group stated on a constant currency basis, after excluding revenue from events which took place in the current period, but did not take place under the Group’s ownership in the comparative period and after excluding revenue from events which took place in the comparative period, but did not take place under the Group’s ownership in the current period. Constant currency basis refers to the translation from local functional currency to the Company’s presentational currency, translating the results from the current period at the same rate applied in the comparative period. Revenue included for calculation of the like-for-like revenue growth excludes revenue from the following events: * biennial events; * events affected by timing differences (i.e. events that ran in only one of the current or comparative periods, due to changes in the event dates); * cancelled or disposed of events that did not take place under the Group’s ownership in the current year; * acquired or launched events in the current period; and

44 * acquired events in the comparative period that did not take place under the Group’s ownership in the comparative period (i.e. they took place pre-acquisition). 9. Like-for-like revenue growth adjusted to include biennials and timing differences is like- for-like revenue growth adjusted to include revenue from biennial events and those events that ran in the period under review but did not run in the comparative period due to changes in event dates, in comparison to the previous edition of the relevant events. 10. Retention rate is defined as revenue from returning customers as a percentage of the total revenue from the previous event edition. 11. Net debt is defined as bank loans after deducting cash and cash equivalents. 12. Net debt to adjusted EBITDA is the ratio of net debt to adjusted EBITDA. 13. Forward bookings are contracted revenues for the following financial year, or for the current financial year when reporting at an interim period, and provides an indicator of the expected revenues for the Group for the relevant financial year. 14. Return on capital employed is headline operating profit (being operating profit before adjusting items impacting operating profit) divided by net assets excluding all balances relating to any venue prepayments cash or cash equivalents, bankloans and overdrafts, derivative financial instruments, provisions and liabilities classified as held for sale. Return on capital employed as of 31 March 2020 and 2019 is presented using data for the last six months. The Group uses such measures to measure operating performance and liquidity, in presentations to the Directors and as a basis for strategic planning and forecasting, as well as monitoring certain aspects of its operating cash flow. The Directors believe that these and similar measures are used widely by certain investors, securities analysts and other interested parties as supplemental measures of performance and liquidity. The non-IFRS measures may not be comparable to other similarly titled measures used by other companies and have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of the Company’s operating results as reported under IFRS. Reconciliations of the non-IFRS measures to the most directly comparable measures calculated and presented in accordance with IFRS are set out at Part VI (Operating and Financial Review). The Company does not regard these non-IFRS measures as a substitute for, or superior to, the equivalent measures calculated and presented in accordance with IFRS or those calculated using financial measures that are calculated in accordance with IFRS. Specifically, regarding adjusted EBITDA, the Company presents this measure because it is widely used by securities analysts, investors and other interested parties to evaluate the profitability of companies, as it eliminates potential differences in performance caused by variations in capital structures (affecting net finance costs), tax positions (such as the availability of net operating losses against which to relieve taxable profits), the cost and age of tangible assets (affecting relative depreciation expense and impairment), the extent to which intangible assets are identifiable (affecting relative amortisation expense and impairment) and one off transactions (such as restructuring costs, costs relating to acquisitions and disposals). The non-IFRS measures have limitations as analytical tools. Some of these limitations are: * they do not reflect the Company’s cash expenditures or future requirements for capital expenditure or contractual commitments; * they do not reflect changes in, or cash requirements for, the Company’s working capital needs; * in the case of adjusted EBITDA, it does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on the Company’s debt; * although depreciation, amortisation and impairment are non-cash charges, the assets being depreciated, amortised and impaired will often have to be replaced in the future, and adjusted EBITDA does not reflect any cash requirements for such replacements; * they are not adjusted for all non-cash income or expense items that are reflected in the Company’s statements of cash flows; and

45 * the further adjustments made in calculating headline profit before tax and adjusted EBITDA are those that management consider are not representative of the underlying operations of the Group and therefore are subjective in nature. The Group believes that these alternative performance measures and other non-IFRS financial data, which are not considered to be a substitute for or superior to IFRS measures, provide investors with additional helpful information on the performance of the Group’s business. The Group uses such measures to assess operating performance and liquidity, in presentation to the Board and as a basis for strategic planning and forecasting, as well as monitoring certain aspects of its operating cash flow and liquidity. The Directors believe that these and similar measures are used widely by certain investors, securities analysts and other interested parties as supplemental measures of performance and liquidity and provide a more comparable set of results year-on-year in line with similar adjusted measures used by the Group’s peer companies and therefore facilitate comparison across the industry.

Definitions Certain terms used in this document, including capitalised terms and certain technical terms, are defined and explained in Appendix I (Definitions) of this document. Reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted.

Website The contents of the Company’s website or of any website accessible via hyperlinks from the Company’s website are not incorporated into, and do not form part of, this document and investors should not rely on them, without prejudice to the documents incorporated by reference into this document which will be made available on the Company’s website (www.hyve.group).

Sourcing of Information Certain information in this document has been sourced from third parties. Where information in this document has been sourced from third parties, the source of such information has been clearly stated adjacent to the reproduced information. All information contained in this document which has been sourced from third parties has been accurately reproduced and, as far as the Company is aware and is able to ascertain from information published by the relevant third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. Unless otherwise indicated, all sources for industry data and statistics are estimates or forecasts contained in or derived from internal or industry sources that the Company believes to be reliable. Market data used throughout this document was obtained from independent experts, independent industry publications and other publicly available information. In addition, in many cases the Company has made statements in this document regarding its industry and its position in the industry based on internal surveys as well as its own experience. In comparing the events organised by the Group, the Company regards the main comparators to be the number of exhibitors, number of attendees, floor space required and/or revenues generated by the event in question. A “market-leading”, “must-attend” or “industry leading” event would, in the opinion of the Company, be one which was the leader across the most relevant (to the event concerned) of these comparators. Although the Company believes that these sources are reliable, it has not independently verified and does not guarantee the accuracy and completeness of this information. Market data and statistics are inherently predictive and speculative and are not necessarily reflective of actual market conditions. Such statistics are based on market research, which itself is based on sampling and subjective judgements by both the researchers and the respondents, including judgements about what types of products and transactions should be included in the relevant market. In addition, the value of comparisons of statistics for different markets is limited by many factors, including that: (i) the markets are defined differently; (ii) the underlying information was gathered by different methods; and (iii) different assumptions were applied in compiling the data. Accordingly, the market statistics included in this document should be viewed with caution and no representation or warranty is given by any person as to their accuracy.

46 WHERE TO FIND HELP

If you have any questions relating to the Rights Issue, please telephone the Shareholder Helpline on the numbers set out below. This Helpline is available from 9.00 a.m. to 5.00 p.m. (UK time) Monday to Friday (excluding English and Welsh public holidays) and will remain open until 10 July 2020.

Shareholder Helpline telephone numbers: 0333 207 6534 (from inside the UK) or +44 121 415 0855 (from outside the UK) Calls to the Shareholder Helpline number from outside the UK are charged at applicable international rates. Please note that calls may be recorded and randomly monitored for security and training purposes. Please note that, for legal reasons, the Shareholder Helpline will only be able to provide information contained in this document and information relating to the Company’s register of members and will be unable to give advice on the merits of the Rights Issue or to provide financial, tax or investment advice.

47 DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS

Directors Richard Last (Chairman) Mark Shashoua (Chief Executive Officer) Andrew Beach (Chief Financial Officer) Nicholas Backhouse (Non-Executive Director) Sharon Baylay (Non-Executive Director) Stephen Puckett (Non-Executive Director and Senior Independent Director) Company Secretary Jared Cranney Registered Office Hyve Group plc 2 Kingdom Street London W2 6JG Sponsor, Financial Adviser, Numis Securities Limited Corporate Broker, Joint Global The London Stock Exchange Building Coordinator, Joint Bookrunner and 10 Paternoster Square Joint Underwriter London EC4M 7LT Joint Global Coordinator, Joint HSBC Bank plc Bookrunner and Joint Underwriter 8 Canada Square London E14 5HQ Joint Global Coordinator, Joint Barclays Bank PLC Bookrunner and Joint Underwriter 5 The North Colonnade Canary Wharf London E14 4BB Legal Advisers to the Company DLA Piper UK LLP 160 Aldersgate Street London EC1A 4HT Legal Advisers to the Sponsor, Travers Smith LLP Corporate Broker and Financial 10 Snow Hill Adviser, Joint Global Farringdon Coordinators, Joint Underwriters London and the Joint Bookrunners EC1A 2AL Auditors and Reporting BDO LLP Accountant 55 Baker Street London W1U 7EU Registrar and Receiving Agent Equiniti Limited Aspect House Spencer Road Lancing West Sussex BN99 6DA

48 PART I

LETTER FROM THE CHAIRMAN OF HYVE GROUP PLC (Incorporated and registered in England and Wales with registered number 01927339)

Directors Registered office Richard Last (Chairman) Hyve Group plc Mark Shashoua (Chief Executive Officer) 2 Kingdom Street Andrew Beach (Chief Financial Officer) Paddington Nicholas Backhouse (Non-Executive Director) London Sharon Baylay (Non-Executive Director) W2 6JG Stephen Puckett (Non-Executive Director and Senior Independent Director)

7 May 2020

To: The holders of Ordinary Shares and, for information only, option holders

Rights Issue of 9 New Ordinary Shares for every 40 Existing Ordinary Shares of up to 183,550,558 New Ordinary Shares at 69 pence per New Ordinary Share Consolidation of every 10 Existing Ordinary Shares into 1 Consolidated Ordinary Share Dear Shareholder

1. INTRODUCTION The Board of Hyve announced today that it intends to raise approximately £126.6 million (before expenses) by way of the Rights Issue. The spread of COVID-19 since the initial Outbreak in China in December 2019 and the subsequent global escalation of the crisis has presented the Group with an unprecedented challenge as the restrictions associated with the pandemic have resulted in the postponement and cancellation of a large number of the Group’s events. This has consequently had a material impact on the Group’s financial position and the Rights Issue announced today is one of the measures being undertaken to strengthen the Group’s balance sheet and set the business on firm foundations for the future. The Rights Issue is being fully underwritten by each of Barclays, HSBC and Numis on, and subject to, the terms of the Underwriting Agreement. The principal terms of the Underwriting Agreement are summarised in paragraph 8.1 of Part X (Additional Information) of this document. A General Meeting is to be held at the Company’soffices at 2 Kingdom Street, London, England, W2 6JG at 9.30 a.m. on Wednesday 27 May 2020 for the purpose of seeking such approvals. A notice convening the General Meeting, at which the Resolutions will be proposed, is set out at the end of this document. Although your physical attendance at the General Meeting is not encouraged due to restrictions imposed by the UK Government in light of the spread of COVID-19, it is recommended that Shareholders wishing to vote on the Resolutions complete the enclosed Form of Proxy and appoint the Chairman of the General Meeting as proxy. The purpose of this document is to (i) give you further details of the Share Consolidation and the Rights Issue pursuant to this document (ii) explain why the Board considers the Share Consolidation and the Rights Issue to be in the best interests of the Company and the Shareholders as a whole and (iii) convene the General Meeting to obtain, amongst other things, Shareholder approval for the Share Consolidation and the Rights Issue. Shareholders should read the whole of this document and not only rely on the information set out in this Part I (Letter from the Chairman of Hyve Group plc) of this document.

2. BACKGROUND TO AND REASONS FOR THE RIGHTS ISSUE Background to the Rights Issue The Company is a market-leading events business which operates 133 events globally (a small number of which are biennial) and reported revenue and headline operating profit of £220.7 million and £55.8 million, respectively, in FY 2019 (statutory operating profit in FY 2019 being

49 £14.2 million). The Company’s results for the FY 2019 period highlighted that the Company was making strong operational and financial progress as it was reaching a successful conclusion of its Transformation and Growth Programme (the “TAG Programme”). The TAG Programme has focused on evolving the Company’s strategy towards creating a scalable platform and building a portfolio of content driven, must-attend events aimed at delivering an outstanding experience and return on investment for Hyve’s customers. In December 2019, Hyve completed the acquisitions of Shoptalk and Groceryshop, two US-based market-leading events focused on e-commerce, for a total consideration of $145.3 million (£110.1 million based on a conversion rate of £1 to $1.32 as at 18 December 2019), on a cash free, debt free basis. This acquisition was part-funded by a non pre-emptive placing of Ordinary Shares in the Company alongside a subscription by the founders and other management shareholders of the target as well as from the Group’s Facilities. At the time of the acquisition, the Group also refinanced its senior secured term and revolving credit facilities, to increase aggregate commitments to a total of £250 million (comprising a £100 million term loan facility and a £150 million revolving credit facility) with a £50 million incremental facilities accordion option. On 23 January 2020, the Group published a trading update which confirmed that FY 2020 had begun positively and that trading was in line with management’s expectations at that time. Revenue for the first quarter of the year was higher by 18 per cent. against the prior year, and 7 per cent. on a like-for-like basis, although the first quarter of FY 2020 is comparatively small from a revenue perspective (of 127 Group events scheduled for FY 2020, 25 per cent. of such events were held in quarter one, but only three of the Group’s top twenty events). That announcement reaffirmed management’s confidence in meeting their then expectations for the full year although economic and political uncertainty were cited as potential headwinds. The strong performance in the first quarter of FY 2020 was driven by Africa Oil Week (which recorded double-digit revenue growth for the second year running) and YugAgro (which recorded double-digit revenue growth for the third year running since the implementation of the TAG Programme), as well as a successful ChinaCoat event in Shanghai, run in collaboration with the Group’s joint venture partner. The Outbreak has since negatively impacted economic conditions and customer demand globally. The events industry is experiencing significant and unprecedented disruption across multiple geographies and sectors with the substantial majority of events, from the kind of events the Group offers, to sporting events, cultural and to other large entertainment events, that were scheduled to take place through to the Reference Date, having been cancelled or postponed worldwide, with the potential for further cancellations and postponements over the coming months. Following the Group’s announcement of 23 January 2020, the Outbreak, first reported in China in December 2019, continued to escalate. Over the course of late February and early March 2020, it became clear that the spread of the virus would have a material impact on the Group’s operations and near-term financial performance as well as the events industry as a whole. The Group’s initial response to the crisis was to seek to reschedule its events in Asia to dates later in the current financial year, thereby mitigating any negative impact on financial performance for the year. However, it became apparent as the COVID-19 situation worsened that the impact in those geographies could not be fully mitigated and that the Outbreak was spreading around the world. This rapid spread led to unprecedented and widespread governmental restrictions on freedom of movement, public gatherings and international travel being implemented. As a result of the changing global situation, on 5 March 2020 the Group announced that as a consequence of the Outbreak and the associated restrictions (i) it had been required to postpone a number of events in Asia (ii) revenue of non-Asian events from Asian exhibitors was lower than previously expected due to travel restrictions and (iii) that its newly acquired events (Shoptalk and Groceryshop) were to be postponed as, due to the impact on key customers and speakers, the Group did not consider that a sufficiently high quality event could have been delivered under those circumstances. The cumulative negative impact on statutory profit before tax of those factors for FY 2020 was estimated at the time to be £16 million to £18 million. At that time, the Group expected all of its other events to proceed as originally scheduled while acknowledging that the situation was evolving on a daily basis and was being kept under constant review. Following the 5 March 2020 announcement, the Outbreak escalated into a global pandemic leading to unprecedented societal, governmental and personal impacts and restrictions. As a result, the events industry experienced worsening disruption across multiple geographies and sectors, with a significant number of events across the industry cancelled or postponed. Each region in which the

50 Group operates reacted differently at that stage and, in most instances, governments and authorities placed certain restrictions on freedom of movement, travel and on large gatherings in order to contain the spread of the virus. This included, in the case of Shoptalk, disruption caused by the declaration of a state of national emergency by the US President, Donald Trump, and subsequent crisis management measures implemented by the Governor of Nevada, Steve Sisolak, which had the resultant effect of closing the Shoptalk venue. At an organisational level, companies have implemented large scale home working practices and embargoes on business travel both domestically and internationally. Starting in March 2020, as a result of uncertain impact of the Outbreak on the economy, the Group began experiencing a decline in contractual bookings for upcoming events and a delay in the receipt of payments from customers who had already booked for upcoming events. The postponement and cancellation of certain events in the second quarter of FY 2020 have resulted in the Group’s results declining in the six months ended 31 March 2020. On 7 May 2020 the Group reported its unaudited results for the six months ended 31 March 2020 with revenue reported for the period down by 10.7 per cent. to £96.3 million compared to £107.8 million reported for the six months ended 31 March 2019. Headline profit before tax for the six months ended 31 March 2020 was £19.8 million (statutory loss before tax of £168.3 million for the same period) compared to £24.5 million in the six months ended 31 March 2019 (statutory profit before tax of £1.9 million for the same period). On a like-for-like basis revenue grew in HY 2020 by 1.0 per cent. with Mining Indaba and Bett delivering strong year-on-year growth and an improved performance at Spring Fair despite the impact of Brexit and reduced attendance as a result of the Outbreak. In the six months ended 31 March 2020 14 events were postponed or cancelled with an adverse revenue impact in excess of £35 million against expected revenue for the period. The results were adversely impacted by event postponements and cancellations which had a £7.9 million impact on headline profit before tax, most significantly due to the cancellation of MITT, due to take place in Russia in March 2020. The acquired Shoptalk event was also originally due to take place in March 2020 but has been postponed until September 2020 and therefore the results includes £2.8 million of Shoptalk costs but no Shoptalk revenue in the period post-acquisition. Adjusted net debt (net debt excluding lease liabilities) at 31 March 2020 was £157.2 million. As a consequence of the escalation of the Outbreak and the various consequential restrictions imposed by governments and authorities on large gatherings, the Group announced on 23 March 2020 that it had put in place a large-scale events postponement plan in many of its markets (the “Postponement Plan”). This followed the implementation or strengthening of restrictive actions by governments in a number of the Group’s key geographies including Germany, Russia, Turkey, Ukraine, the UK and the US, in addition to the pre-existing restrictions in China and other parts of Asia. The Group made clear that, should the situation deteriorate further, more events would need to be postponed, potentially even beyond the current financial year. In response to this unprecedented global challenge to the events industry, the Group further announced that it was to implement significant cost-cutting and cash conservation measures in order to ensure that working capital is managed as effectively as possible. The Group also announced it had entered into preparatory discussions with its lenders in order to obtain its banks’ support regarding gaining additional covenant headroom and financial flexibility. The Group’s announcement of 8 April 2020 set out that it had received waivers in relation to the covenant tests due to take place on 30 June 2020. It also confirmed that while the second quarter of FY 2020 had been impacted by the restrictions arising from the Outbreak, the Group had successfully run three of its top 10 events during the quarter (Bett UK, Mining Indaba and Spring Fair). In connection with the Outbreak, the Company entered into the First Waiver Letter on 7 April 2020, pursuant to which the Company was granted a waiver of certain of its obligations in respect of the Facilities, including regarding certain financial covenants tests. The Group has recently also entered into the Second Waiver Letter with its lenders in respect of (among other things, subject to certain conditions, including the successful completion of the Rights Issue) waiving its (i) consolidated total net debt to adjusted EBITDA ratio covenant and (ii) consolidated EBITDA to consolidated net finance charges ratio covenant, in each case, until and including 31 March 2022 (subject to compliance with the liquidity comment described in paragraph 8.2 of Part X (Additional Information) of this document) and deferring the 30 November 2020 and 30 November 2021 term loan amortisation payments until the scheduled term loan termination date (which is currently 17 December 2023). The interest payable by the Group on the Facilities increased pursuant to the Second Waiver Letter, from 2.65 per cent. per annum to 3.40 per cent. per annum, when the

51 Second Waiver Letter becomes effective (but this may reduce at any time thereafter to 2.90 per cent. per annum (or lower) if (and for such time that) the leverage ratio for the Group reduces to 3.00:1.00 (or lower) for the period set out in the Second Waiver Letter. The Second Waiver Letter will be effective following the successful completion of the Rights Issue, and the principal terms of the Waiver Letters are summarised in paragraph 8.2 of Part X (Additional Information) of this document.

The Postponement Plan, Event Schedule and Cancellations As it became clear that the potential implications of the Outbreak were likely to be far reaching across its geographies, the Group acted to implement the Postponement Plan. This has involved regular dialogue with key customers and venue operators to ensure that any postponed events will continue to provide the premium experience that the Group’s customers have come to expect once they are held on the new date. The Postponement Plan has also included productive dialogue with many venue owners to rollover certain costs to the new dates for postponed events or, in the case of cancelled events, to the FY 2021 edition. Similarly, although the Group has granted refunds to a certain number of customers in relation to postponed and cancelled events, the Group has had positive conversations with customers in relation to cash already received in relation to those events. The postponement or cancellation of events has not, as of the Reference Date, resulted in any material changes to the Group’s future event schedule beyond the current period of disruption and the Directors currently expect that the Group’s events in FY 2021 and beyond will run according to their previously envisaged timescales and at the same venues. However, depending on the duration of the restrictions arising from the Outbreak, additional events may be postponed or cancelled, with some events that have been postponed potentially being cancelled (rather than postponed again) as a further postponement would likely bring those events too close to their scheduled FY 2021 editions. The positive dialogue with customers has been demonstrated at a number of the Group’s events. For example, following the postponement of Shoptalk from March 2020 to September 2020, 88 per cent. of speakers have re-confirmed their attendance; 83 per cent. of sponsors have rebooked for September 2020 and 73 per cent. of Hosted Retailers and Brands have confirmed attendance in September 2020. Bett Asia, among others, has seen a similarly positive reaction to its postponement with 95 per cent. of event sponsors confirming acceptance of the new date and 95 per cent. of VIP speakers reconfirming attendance, with the venue also agreeing to host the event on the new date at no additional cost. Prior to the Outbreak, the Group had been scheduled to hold 127 events in FY 2020. As at the Reference Date, as a result of the Outbreak, 48 of those events have been postponed, with 30 of those having been rescheduled to new dates in the current financial year, 18 events having been rescheduled to new dates outside of the current financial year and 13 events having been cancelled outright, with the next iteration of those events now to occur in FY 2021. Further detail of the Group’s schedule of events for FY 2020 as at the Reference Date is set out in Appendix II to this document. As at the Reference Date, the following events have been postponed or cancelled:

Proposed Start Proposed End Status (as at Date (as at Date (as at Event name Country Segment Original Date Reference Date) Reference Date) Reference Date)

SHANGHAI INTERNATIONAL HOSIERY CHINA Asia 04-Mar-2020 Rescheduled 26-Aug-2020 28-Aug-2020 PURCHASING EXPO BETT ASIA MALAYSIA Global Brands 04-Mar-2020 Rescheduled 20-Oct-2020 21-Oct-2020 BREAKBULK CHINA CHINA Global Brands 19-Mar-2020 Rescheduled 03-Aug-2020 04-Aug-2020 SECURIKA KAZAKHSTAN (SECUREX) KAZAKHSTAN Central Asia 19-Mar-2020 Rescheduled 06-Oct-2020 08-Oct-2020 SHOPTALK USA Global Brands 22-Mar-2020 Rescheduled 14-Sep-2020 17-Sep-2020 CWIEME SHANGHAI CHINA Global Brands 26-Mar-2020 Rescheduled 29-Jul-2020 31-Jul-2020 UITT UKRAINE Eastern & Southern Europe 27-Mar-2020 Rescheduled 01-Sep-2020 03-Sep-2020 ESTET BEAUTY EXPO (PRO BEAUTY UKRAINE Eastern & Southern Europe 27-Mar-2020 Rescheduled 16-Sep-2020 18-Sep-2020 EXPO) WORLDFOOD UZBEKISTAN UZBEKISTAN Central Asia 03-Apr-2020 Rescheduled 17-Sep-2020 19-Sep-2020 (UZFOOD) GLOBAL OIL & GAS ATYRAU KAZAKHSTAN Central Asia 10-Apr-2020 Rescheduled 26-Aug-2020 28-Aug-2020 EXHIBITION / ATYRAUBUILD TRANSRUSSIA / TRANSLOGISTICA RUSSIA Russia 15-Apr-2020 Rescheduled 25-Aug-2020 27-Aug-2020 EXPO-ELECTRONICA RUSSIA Russia 16-Apr-2020 Rescheduled 11-Aug-2020 13-Aug-2020 SECURIKA MOSCOW RUSSIA Russia 16-Apr-2020 Rescheduled 11-Aug-2020 14-Aug-2020 KITF KAZAKHSTAN Central Asia 16-Apr-2020 Rescheduled 24-Sep-2020 26-Sep-2020 TURKEY BUILD ISTANBUL TURKEY Eastern & Southern Europe 22-Apr-2020 Rescheduled 24-Aug-2020 28-Aug-2020 TIHE UZBEKISTAN Central Asia 23-Apr-2020 Rescheduled 26-Aug-2020 28-Aug-2020 STOMATOLOGY UZBEKISTAN UZBEKISTAN Central Asia 23-Apr-2020 Rescheduled 26-Aug-2020 28-Aug-2020 MINING WORLD RUSSIA RUSSIA Russia 23-Apr-2020 Rescheduled 20-Oct-2020 22-Oct-2020 ANALITIKA EXPO RUSSIA Russia 24-Apr-2020 Rescheduled 22-Sep-2020 25-Sep-2020 ROOF INDIA EXHIBITION INDIA Asia 25-Apr-2020 Rescheduled 10-Sep-2020 12-Sep-2020 MEBELEXPO UZBEKISTAN UZBEKISTAN Central Asia 01-May-2020 Rescheduled 26-Aug-2020 28-Aug-2020

52 Proposed Start Proposed End Status (as at Date (as at Date (as at Event name Country Segment Original Date Reference Date) Reference Date) Reference Date)

OGU CONFERENCE UZBEKISTAN Central Asia 14-May-2020 Rescheduled 18-Aug-2020 19-Aug-2020 OGU EXHIBITION UZBEKISTAN Central Asia 14-May-2020 Rescheduled 18-Aug-2020 20-Aug-2020 KIHE KAZAKHSTAN Central Asia 15-May-2020 Rescheduled 18-Aug-2020 20-Aug-2020 AQUATHERM KYIV UKRAINE Eastern & Southern Europe 15-May-2020 Rescheduled 18-Aug-2020 20-Aug-2020 POWER UZBEKISTAN UZBEKISTAN Central Asia 15-May-2020 Rescheduled 18-Aug-2020 20-Aug-2020 INTERTOOL UKRAINE Eastern & Southern Europe 15-May-2020 Rescheduled 18-Aug-2020 20-Aug-2020 POWER ASTANA / POWEREXPO KAZAKHSTAN Central Asia 22-May-2020 Rescheduled 04-Nov-2020 06-Nov-2020 ASTANA ASTANA BUILD / WORLDBUILD KAZAKHSTAN Central Asia 22-May-2020 Rescheduled 04-Nov-2020 06-Nov-2020 ASTANA KIOSH CONFERENCE KAZAKHSTAN Central Asia 22-May-2020 Rescheduled 04-Nov-2020 05-Nov-2020 KIOSH EXHIBITION KAZAKHSTAN Central Asia 22-May-2020 Rescheduled 05-Nov-2020 06-Nov-2020 BREAKBULK EUROPE GERMANY Global Brands 28-May-2020 Rescheduled 29-Sep-2020 01-Oct-2020 INTERFOOD ASTANA KAZAKHSTAN Central Asia 29-May-2020 Rescheduled 02-Sep-2020 04-Sep-2020 TRANSUKRAINE UKRAINE Eastern & Southern Europe 30-May-2020 Rescheduled 27-Aug-2020 29-Aug-2020 SIA – AUTOTECHSERVICE UKRAINE Eastern & Southern Europe 30-May-2020 Rescheduled 27-Aug-2020 29-Aug-2020 FASTENER EXPO SHANGHAI CHINA Asia 05-Jun-2020 Rescheduled 18-Aug-2020 20-Aug-2020 ROSUPACK RUSSIA Russia 11-Jun-2020 Rescheduled 25-Aug-2020 28-Aug-2020 ASTANA MINING METALLURGY EXPO KAZAKHSTAN Central Asia 19-Jun-2020 Rescheduled 14-Oct-2020 15-Oct-2020 WORLD MINING CONGRESS / KAZAKHSTAN Central Asia 19-Jun-2020 Rescheduled 14-Oct-2020 15-Oct-2020 ASTANA MINING&METALLURGY CON BEAUTY EURASIA TURKEY Eastern & Southern Europe 20-Jun-2020 Rescheduled 25-Nov-2020 27-Nov-2020 UMEX INDIA Asia 29-Aug-2020 Rescheduled 17-Dec-2020 19-Dec-2020 MMMM INDIA Asia 29-Aug-2020 Rescheduled 17-Dec-2020 19-Dec-2020 HANDTOOLS & FASTENERS EXPO INDIA Asia 29-Aug-2020 Rescheduled 17-Dec-2020 19-Dec-2020 CAITME UZBEKISTAN Central Asia 11-Sep-2020 Rescheduled 28-Oct-2020 30-Oct-2020 TEXTILE EXPO UZBEKISTAN UZBEKISTAN Central Asia 12-Sep-2020 Rescheduled 29-Oct-2020 31-Oct-2020 BETT MEA UAE Global Brands 23-Sep-2020 Rescheduled 08-Dec-2020 09-Dec-2020 CASPIAN OIL & GAS EXHIBITION AZERBAIJAN Central Asia 04-Jun-2020 Cancelled, no Cancelled Cancelled reschedule CASPIAN OIL & GAS CONFERENCE AZERBAIJAN Central Asia 04-Jun-2020 Cancelled, no Cancelled Cancelled reschedule CASPIAN POWER AZERBAIJAN Central Asia 04-Jun-2020 Cancelled, no Cancelled Cancelled reschedule GROCERYSHOP USA Global Brands 14-Sep-2020 Cancelled, no Cancelled Cancelled reschedule CWIEME CHICAGO USA Global Brands 30-Sep-2020 Cancelled, no Cancelled Cancelled reschedule MITT RUSSIA Russia 19-Mar-2020 Cancelled, no Cancelled Cancelled reschedule MOSBUILD RUSSIA Russia 03-Apr-2020 Cancelled, no Cancelled Cancelled reschedule SECUTECH MUMBAI INDIA Asia 09-May-2020 Cancelled, no Cancelled Cancelled reschedule SHYMKENT BUILD KAZAKHSTAN Central Asia 13-Mar-2020 Cancelled, no Cancelled Cancelled reschedule TOURISM & TRAVEL INDIA Asia 17-Mar-2020 Cancelled, no Cancelled Cancelled reschedule SHAGUN INDIA Asia 19-Mar-2020 Cancelled, no Cancelled Cancelled reschedule PALM EXPO INDIA Asia 30-May-2020 Cancelled, no Cancelled Cancelled reschedule BETT LATIN AMERICA MEXICO Global Brands 02-Sep-2020 Cancelled, no Cancelled Cancelled reschedule WORLD OF FENESTRATION INDIA Asia 11-Mar-2020 Rescheduled, TBD TBD dates TBD CWIEME BERLIN GERMANY Global Brands 28-May-2020 Rescheduled TBD TBD dates TBD

Based on the information available at the Reference Date, the Group has postponed or cancelled, or expects to postpone or cancel, all of the Group’s events through to the end of July 2020 (other than one, CWIEME Shanghai, which remains scheduled to take place at the end of July 2020) as well as nine other events that were scheduled for August and September 2020 (including Groceryshop). As at the Reference Date, the Group has cancelled 13 events that had been scheduled to take place during FY 2020, such events having contributed £25 million in FY 2019, excluding Groceryshop which was acquired during FY 2019. As at the Reference Date, the Group has postponed 30 events that had been scheduled to take place in FY 2020 to a later date in FY 2020, and 18 events that had been scheduled to take place in FY 2020 to a date in FY 2021, such events having contributed £34 million and £21 million, respectively, to the Group's revenue in FY 2019, excluding Shoptalk which was acquired during FY 2020. Based on the information available at the Reference Date, the events which are set out in Part B of Appendix II are scheduled to take place in FY 2020 (subject to any further requirements to postpone or cancel).

53 The Directors expect reduced attendance at, and revenue generated by, events which are held during the remainder of FY 2020 and in FY 2021 relative to the corresponding events in FY 2019, primarily because of travel restrictions, reluctance to travel to other countries or reduced corporate travel budgets which the Directors expect to result in reduced attendance at events by customers who do not live or operate in the country in which the event is held. Whilst the Board cannot be certain of the exact level of reduction in attendance at present, the Directors expect that domestic audiences will recover more quickly than international audiences as people will be more willing to travel to events within their own country and internal domestic restrictions on travel may be eased sooner than the restrictions in place on international travel. In addition, it is likely that, even following the easing of the Outbreak and the lifting of related restrictions, the occurrence of second or subsequent waves of infection or the establishment of “new normal” protocols to fend off infection, requiring social distancing in air and other travel and relating to group gatherings would continue to adversely impact attendance at, and revenue generated by, the Group’s future events. Given the operational demands of the Group’s events and the commercial landscape required in order to most successfully run an event, if such restrictions are not relaxed in line with the Group’s present expectations and the impact of the Outbreak witnessed up to the Reference Date continues or worsens, the Group may need to postpone (likely until FY 2021) or cancel more or potentially all of its remaining events scheduled through the remainder of the current financial year and beyond. As at the Reference Date, the Company is not aware of the full extent of the financial impact of the Outbreak for the current financial year, given the evolving nature of the issue, but as at the Reference Date, the Directors estimate that, there will be an impact of approximately £80 million on revenue for FY 2020 which will therefore likely be approximately 20 per cent. below FY 2019 based on the Postponement Plan. There can be no assurance that these estimates will not be increased or changed in a manner that is adverse to the Group.

Cost savings and cash conservation Throughout the developing Outbreak, the health and safety of the Group’s employees, customers and exhibitors has been the Directors’ priority and the Group has followed the advice of the World Health Organization and Public Health England in response to the crisis. Management actions have also sought to protect the long term future of the business and in particular the Core Events while tightly controlling cash and managing the programme of postponements. The Group has sought to implement these measures as a part of a larger coordinated response to the Outbreak focused across 10 initiatives and business areas (Funding, Venues, Costs and Working Capital, People, Commercial and Sales, Operations, Marketing, Systems, Legal and Communications). The measures taken to reduce costs and preserve cash include the following: * HQ restructuring: a freeze on recruitment has been implemented and the contracts of temporary staff have been terminated. A consultation process in relation to potential redundancies has commenced and is expected to result in further savings from July onwards. The Company has, in seeking additional staff savings in the short term, placed 131 members of full-time staff on a “furlough” arrangement with effect from 4 April 2020 in accordance with the UK Government Coronavirus Job Retention Scheme announced on 26 March 2020. In addition, all Directors and a significant number of key managers have agreed to take a temporary 20 per cent. reduction in salary on a voluntary basis, bonus schemes have been removed and a number of staff are working reduced hours with much of the UK operation (the largest in the Group) moving to a four-day week on a temporary basis starting from May for an initial period of three months; * Non-staff savings: a Group wide ban on non-essential travel and conferences; removal of incentives and awards; removal of expenses reimbursement; reduction of internal training initiatives has been implemented; * Capital expenditure: a significant reduction of capital expenditure has already been implemented with only essential replacement of assets and equipment now being permitted. This includes a delay to the roll-out of a Group wide ERP System which was the final element of the TAG Programme to be implemented; and

54 * Events and venue savings: discussions are on-going with venue operators regarding the potential to roll forward costs associated with cancelled or postponed events. Staff savings as a result of fewer onsite staff and lower requirement for content and other direct event related expenditure are also planned. The cost-saving programme outlined above is intended to identify and implement up to £10 million of savings in FY 2020 (approximately £9 million of which from HQ restructuring, non-staff savings and venue savings, and approximately £1 million of which from reduced capital expenditure) and £42 million in FY 2021 (approximately £40 million of which from HQ restructuring, non-staff savings and venue savings, and £2 million of which from reduced capital expenditure).

Other management actions The Group is exploring the implementation and adoption of a variety of strategic and operational measures to ensure that it is well placed to adapt to what will be an altered operating environment for the near term following the lifting of restrictions. The Group will, in line with its current operating practices, look to establish a new and evolving industry leading best practice operating model across all its market leading shows that are held the period post-Outbreak, with the Group’s best practice approach being developed alongside overarching guidance from the World Health Organisation and (in each case) respective local governmental and health advisories. In exploring updated best practice response measures, the Group’s primary consideration is the health, safety and wellbeing of all those involved in the running of an event, both attending customers and Group personnel, as well as supporting third parties (such as its venues, contractors and third-party suppliers). Measures being put in place to safeguard the Group’s employees include working from home for many teams while for those working in offices self distancing, deep cleaning, provision of hand-sanitisers and masks is being implemented. Management maintains regular and frequent dialogue with employees in order to keep them informed. Whilst the exact requirements of each event will be considered on a case by case basis depending on the nature and geographical location of that event, the Group will look to standardise its rigorous approach to secure the health and safety of participants, staff and suppliers onsite. Operational matters already under consideration for venues include the staggering of attendance using time- bound access slots to ensure control of access and capacity management. The Group is surveying and investigating measures relevant to enhanced hygiene and biosecurity, attendee screening, attendee health verification, socially distant routing in and outside of venue, layout alteration to allow for appropriate distancing for customer engagement (for example in the case of content sessions and the Hosted Buyer Programme), bespoke emergency response protocols and additional sanitary and waste management systems. These measures will be adapted, in each case, to the event in question having regard to matters such as venue footprint, access and construction, a review of the applicable demographic data available (including attendance split by domestic and international attendees), prevailing guidance from regulatory, advisory and governmental bodies as well as advancement in technological responses between the date of this document and the date of the event. In working with its venue partners the Group is exploring an amalgamation of venue specific requirements in its operating procedures to ensure maximum protective coverage for on-site matters including temperature checking, catering, frequent deep cleaning, quality controls check, on site protective clothing and supporting technologies to streamline the same. Consideration will also be given to the enforcement, on-site, of any country specific guidance in place at the relevant time of the event. The implementation of agreed procedures and protocols adopted by the Group will involve additional staff training in support of those actions, alongside the delivery and monitoring of onsite processes. The Group will, once its responses measures are agreed, ensure a route of communication to its customers in this regard, considering also the need to ensure it supports its attendees with the navigation of any additional travel controls prevailing in territory, such as visa, permit or other certifiable entry requirements as the case may be. In seeking to be at the forefront of current and future industry responses to the Outbreak, the Group is active across a number of industry representative forums and channels. The Group’s CEO, Mark Shashoua is an active participant of the UFI CEO Think Tank (“CTT”). The CTT was

55 established by UFI in its capacity as the Global Association of the Exhibition Industry and meets regularly to consider, advance and evolve industry level responses and approaches to a wide variety of matters, with its current agenda being focussed on the impact of and responses to the Outbreak, alongside the consideration of appropriate forms of planning and preparation for the response period thereafter. Mark Shashoua is also a member of the UK Events Industry Leaders Advisory Panel, which is also attended by Nigel Huddleston (UK Government Minister for Tourism at the Department for Digital, Culture, Media and Sport) which met most recently on 29 April 2020 to discuss and respond to Government’s economic measures pertaining to the events industry, the challenges the industry was facing and matters of further support needed from Government. The Group is also represented in both the Association of Exhibition Organisers (“AEO”)UK Operations Forum where its representative is the appointed Forum Chairman, and the AEO International Operations Forums. The AEO brings together operations leaders representing many of the main organisers within the events industry, with their current focus being the coordinated and collective response to the challenges posed by the Outbreak at an operations level. The Group will also be represented on the AEO Event Recovery Panel, a special purpose panel currently being established and which will be dedicated to the recommencement of events in the short to medium term, addressing operational matters and producing industry specific best practice and thought leadership. The Group itself has established a cross-segmental taskforce to co-ordinate and implement its best practice approach to resuming each of its events. The primary objective of the taskforce is to review, refine and approve regional implementation plans which will set out the detailed provisions for running events safely for all attendees. The Group intends to prioritise communicating its recommencement operating plans with customers and strategic partners in order to foster a culture of best practice, compliance and innovation in the response to the resuming its events schedule in FY 2020 and FY 2021.

Dividends The Board has taken the decision not to pay a dividend for the current financial year, during which it will continue to invest in the Group’s Core Events. In addition, the terms of the Second Waiver Letter provide that, whilst the amendments to the Facilities introduced by the Second Waiver Letter are in place, the Company is precluded from paying dividends without obtaining the consent of the majority of the Group’s lenders. Following completion of the Rights Issue, the payment of dividends by the Company to its Shareholders will therefore be restricted in accordance with the terms of the Second Waiver Letter. The Group considers such arrangements to be typical in the context of the amendments agreed pursuant to the Second Waiver Letter. The Board understands the importance of optimising value for Shareholders and it is the Directors’ intention to return to paying a dividend once they believe it is financially prudent for the Group to do so, following the Group again becoming compliant with the covenants in the Facilities (prior to their amendment by the Waiver Letters) and having repaid the deferred loan amortisation payments.

Potential government funding In addition to management action, HM Treasury has announced a package of temporary and targeted measures to support businesses through this period of disruption caused by the Outbreak. The Company is in active discussions in relation to access to these initiatives, including the COVID Corporate Finance Facility (“CCFF”). This facility is designed to support liquidity among larger firms, by providing short term funding to help them to bridge Outbreak-related disruption to their cash flows. The Company has applied for the CCFF and is actively investigating the availability of this and other similar governmental programmes in the UK. There is no certainty that the Company will be successful in securing any funding under the CCFF and, even if successful, there is no way of predicting the actual amount of funding the Company may be able to obtain. If the Company is successful in its application to access the CCFF (or other similar governmental programme), subject to the specific terms offered to the Company in respect its participation in such programme being acceptable, the Company may (subject to the consent of a majority of the Group’s lenders under its Facilities Agreement to permit the indebtedness incurred by the Group under the CCFF) elect to access such funding and would use any proceeds for normal working capital requirements. However, given the uncertainty as to availability, amount, terms and timing of any such funding, for the purpose of the Group’s cash flow and working capital forecasting the Directors have assumed

56 that the Company will not receive any funding under the CCFF or similar governmental programmes. Furthermore, the Directors do not expect that any such amounts would be sufficient to enable to the Group to continue as a going concern without receipt of the proceeds from the Rights Issue and without the amendments to be effected by the Second Waiver Letter (such amendments being conditional on completion of the Rights Issue). The Directors believe, therefore, that the receipt of any such funding, or the failure to acquire such funding, is not and will not be material in the context of the Rights Issue and the Group's business, results of operations, financial condition and prospects. In relation to its the US operations the Group has been considering funding options pursuant to the Coronavirus Aid, Relief, and Economic Security (CARES) Act (the “CARES Act”). On 27 March 2020 the President of the United States signed the CARES Act for the primary purpose of providing emergency financial support for individuals, families, and businesses affected by the Outbreak. For smaller and specially qualified businesses, the Act offers financial assistance via the new Paycheck Protection Program (“PPP”). The PPP provides loans to companies that meet certain specified size requirements (“PPP Loans”) pursuant to the terms of the loan at least 75 per cent. of a PPP Loan must be used for payroll costs, with the full PPP Loan (including interest) may be forgivable to the extent used for such payroll costs or mortgage interest, rent and utility payments.

Agreement of covenant waivers and deferral of term loan amortisation As at 31 March 2020, the Group’s net debt was £177.6 million relative to total committed facilities of £250 million. The Group’s Facilities currently include, inter alia, a consolidated total net debt to adjusted EBITDA ratio covenant which is tested on a last twelve months basis every 3 months from 30 June 2020 although (subject to certain conditions, including the successful completion of the Rights Issue) this covenant test has been waived until (and including) 31 March 2022, as set out in the Second Waiver Letter. The lending banks and the Group have also agreed (among other things, subject to certain conditions, including the successful completion of the Rights Issue) (a) the suspension of testing of the Group’s consolidated EBITDA to consolidated net finance charges ratio covenant until (and including) 31 March 2022, subject to (among other things) the inclusion of a liquidity covenant, and (b) the deferral of the two term loan amortisation payments of £17.5 million each under the Group’s banking facilities scheduled for 30 November 2020 and 30 November 2021 until the final term loan repayment date (which is currently scheduled for 17 December 2023) under the Facilities, in each case, as set out in the Second Waiver Letter entered into between the Company and its lenders. Under the terms of the Second Waiver Letter, to the extent that any of the Group’s insurance claims under its event cancelation policies in respect of Outbreak related cancelations are successful, the Group will be required to apply the net proceeds of any such successful insurance claim to reduce the Group’s bank indebtedness. The principal terms of the Waiver Letters are summarised in paragraph 8.2 of Part X (Additional Information) of this document.

Reasons for the Rights Issue The postponement of a significant number of events, some to dates outside of the current financial year, and the cancellation of other events, including Groceryshop, MITT and MosBuild which are among the Group’s largest events, has already had a material adverse impact on the financial position of the Group as described in more detail above. In the context of the Outbreak and the possibility of a prolonged period of extensive disruption to the events industry across multiple geographies, the Board has carried out stress testing in order to ascertain the liquidity requirements of the business over the near and medium term. Due to the ongoing uncertainty of the situation, this scenario analysis has been based on the Directors’ reasonable worst case scenario assumptions. While the length and extent of the business disruption arising from the Outbreak cannot be definitively gauged at this stage, the Directors believe that an equity fundraise of approximately £126.6 million in gross proceeds will provide sufficient working capital to allow the Company to weather this period of disruption. The quantum of the Rights Issue has been arrived at based on the cash requirement implied by a reasonable worst case scenario which assumes:

57 * None of the Group’s events take place until 1 January 2021, with the exception of ChinaCoat, its 50 per cent. owned joint venture event due to take place in December 2020, five domestic Chinese events due to take place during summer 2020 and one domestic Chinese event due to take place in November 2020. * All other events currently scheduled to take place prior to 30 September 2020 are assumed to be cancelled while events that were originally scheduled to take place, prior to the Outbreak, in the three month period ending 31 December 2020 are postponed until later in FY 2021. * As a result, revenue for FY 2020 is expected to be below expectations prior to the Outbreak by approximately 60 per cent. and approximately 55 per cent. below revenue for FY 2019. * Revenue for FY 2021 is below expectations prior to the Outbreak by approximately 30 per cent. and below revenue for FY 2019 by approximately 10 per cent., on the assumption that the global economic backdrop will take some time to stabilise and sales cycles will be reduced. While management currently expects that the disruption caused by the Outbreak may begin to normalise in the coming months, as evidenced in the scheduled resumption of certain trade events in China from the end of April onwards, including the Hunan Auto Show which opened on 30 April, (which is not organised by the Group) and one of the Group’s venues in Asia (the Shanghai New International Expo Centre) planning to hold events from July or August, with Italy also stating that some exhibition venues may reopen from mid-May, the Directors have considered it prudent to ensure contingency for a more prolonged period of disruption as envisaged by the reasonable worst case scenario set out above. The Rights Issue will give the Group the time and flexibility to overcome the challenges posed by the Outbreak even under the reasonable worst case scenario and the Directors believe, will set the business on a firm footing for the future as the global economy and its markets recover. The Directors believe that the Rights Issue will allow the Group to protect its Core Events, customers, colleagues and communities for the long term, lifting a significant weight of uncertainty from all stakeholders. The Directors continue to believe that the underlying foundations of the business remain strong and that its strategy of focusing on market-leading events is the correct one and that this will be borne out when this unprecedented period passes. The Rights Issue will reduce the Group’s net indebtedness and the Directors would expect the net debt to 12 month forward looking EBITDA ratio to return to below 2x by December 2021. Following completion of the Rights Issue, pro forma adjusted net debt (net debt excluding lease liabilities after net proceeds from the Rights Issue) as at 31 March 2020 would be £40.4 million (excluding lease liabilities). However, if the Rights Issue were not to proceed, it is likely that the Group will have insufficient working capital to continue trading as a going concern, which will likely result in the appointment of administrators or a liquidator at some point between the failure of the proposed Rights Issue and 30 September 2020, at which point Shareholders would lose all or a significant part of the value of their investment in the Company.

3. INFORMATION RELATING TO HYVE Hyve is a next generation global events business that specialises in putting on market leading events, where customers from around the world are able to connect, learn, advance their businesses and contribute to shaping industry innovation. The Group’s vision is to create the world’s leading portfolio of content driven, must attend events, delivering an outstanding experience and return on investment for its customers. The Group’s events portfolio includes 133 exhibitions and conferences (including a small number of biennial events), and it believes its market-leading events in key industry sectors facilitate the formation of new communities among, and creation of new business opportunities for, its customers. The Group’s events address both large, mature markets and emerging markets, and its business is comprised of six segments, being Global Brands, Russia, Asia, UK, Central Asia and Eastern & Southern Europe. The Group’s customer base is primarily comprised of exhibitors (which account for 93 per cent. of the Group’s revenue during FY 2019) and attendees, but also includes sponsors, speakers and other special guests, and providing a premium service to each of these different customer types is critical to the Group’s success. The Group’s events attract a wide range of customers including buyers, sellers, groups, individuals, corporations, governments, schools, social media influencers and other decision makers amongst others. In addition to its core role as an event organiser, the Group

58 also acts as a marketing platform and facilitator for its customers. The Group’s events connect exhibitors and attendees from around the world through face-to-face contact, facilitated meetings, community creation and networking and marketing platforms. The Group’s primary strategy is to deliver the market leading event in a particular geography and industry sector, with its centralised operating model being applied to these events to continuously drive innovation and growth. This implementation of this strategy is underpinned by the Group’s performance-led culture and values. The Group launched the TAG Programme in 2017 to deliver this strategy across the business, the implementation of which is largely complete. The key pillars of the TAG Programme are: (i) the creation of a scalable, product-led, centralised operating model in order to drive organic growth; (ii) actively managing the Group’s portfolio by putting investment into the exhibitions it believes have the greatest capacity to grow and actively seeking to remove those events which are underperforming or are not considered to be compatible with the TAG Programme; and (iii) making selective product-led acquisitions by pursuing acquisitions focused around a product rather than a purely geographical, portfolio-led acquisition programme. Signifying the ongoing transformation of the Group as a result of the implementation of the TAG Programme, the Group changed its name from ITE Group plc to Hyve Group plc in 2019 to reflect its progression to becoming a global business with a centralised operating model.

4. HYVE’S STRATEGY & KEY STRENGTHS The Group has worked intensively over the last three financial years implementing the TAG Programme to fundamentally transform the business into one with a global portfolio of market leading events, leveraging a centralised operating model to deliver a premium product to exhibitors and attendees. This process has been underpinned by the Group’s vision to create the world’s leading portfolio of content-driven, must-attend events delivering an outstanding experience and return on investment for its customers. The Group remains focused on market leading events, the application of its centralised operating model and continuous innovation. This is underpinned by the Group’s performance-led culture and values. Through the TAG Programme, the Group has invested in its business, resulting in a stronger and more diversified events portfolio. The events portfolio consisted of 130 events with an average revenue per event of £1.7 million as at 30 September 2019 (compared to 269 events and an average revenue per event of £0.5 million as at FY 2017). The Group believes the investment in its business through the implementation of the TAG Programme has resulted in a stronger and more diverse events portfolio with a more balanced geographical footprint. The Group divides its portfolio into Core Events and Non-Core Events, with Core Events being those events which management believe can grow through active investment and become market leading events in line with the underlying strategy of the TAG Programme and Non-Core Events being those events for which performance is largely defined by end market or local conditions and where further investment by the Group would therefore be less likely to deliver a return. For FY 2019, Core Events delivered 91 per cent. (£200.4 million) of total Group revenue. Although the Outbreak continues to have a material impact on the events industry as a whole, the Directors believe that face-to-face exhibitions and events will retain their importance as they continue to be central to companies in winning new business, sourcing products, staying up-to-date with industry trends and finding new ideas and innovations. The backdrop of the Outbreak is likely to have a significant impact on smaller operators, and the Directors believe that over the long term this will serve to increase the relative attractiveness of its market leading events, versus second tier events, as customers prioritise attendance at market leading shows which the Directors believe deliver a superior return on investment to customers. In the current financial year, the Group has continued to evolve both through organic initiatives and acquisitions. In December 2019, the Group acquired Shoptalk and Groceryshop which are market leading events in the e-commerce sector based in the United States. In addition to bringing two historically high growth and profitable events into the Group’s events portfolio, the acquisition has also given the Group access to their leading Hosted Buyer Programme which has the potential to be rolled out across a number of other Group events. The Outbreak has had a material impact on the Group’s near term operating and financial performance, which the Directors believe is consistent with other operators in the events industry. In

59 light of the current and expected impact of the Outbreak, the Group is implementing a range of cost saving and cash management measures in order to maximise available liquidity, while focusing on protecting the prospects of the Group’s leading events. The Directors believe that these measures, together with the completion of the Rights Issue, will allow the Company to respond to the adverse market conditions that it is currently facing and that the platform built by the Group over recent years means that it is strongly positioned for recovery once this period of dislocation has passed and economic and market conditions normalise. The Directors believe that the key elements of the Company’s investment case are:

(i) A centralised, product-led operating model The Directors believe a centralised product-led operating model allows the Group to operate events to a very high standard across all of its geographies. Global multinational exhibitors often tend to prefer engaging with a single events organiser that can cater for them globally and is able to deliver a consistently high standard of service across all facets of the event experience. The Group has created best practice functions and teams both centrally in its headquarters and in many of its regions. Investment has been made in event operations for market-leading events which has contributed to delivering three consecutive years of organic growth between FY 2017 and FY 2019. In FY 2019, the Group achieved a significant improvement in its key financial metrics including statutory revenue growth which, in FY 2019, was 26 per cent. (13 per cent. from Top 10 TAG Events). The Group achieved an increase in forward bookings to £152 million as at 30 September 2019 (£147 million as at 30 September 2018) and had an increase in headline profit before tax to £50.4 million for FY 2019 (£35.4 million for FY 2018). The Group has added to the talent and capability within the business from both the events industry and other sectors and the Regional and Portfolio Directors have been central to creating a culture of high performance, reward and recognition. As the TAG Programme has now largely been completed, the Group now has an updated IT infrastructure, new CRM and HR systems providing one source of data, helping to enable increased transparency and collaboration between the Group’s regions and driving standardised best practice globally. The Group has implemented integrated technologies which are suitable for scaling across the Group and employs a cloud first approach and solutions which are applicable for all significant geographies in which the Group operates. The Group’s technology architecture has been designed so as to enable the smooth integration of any business acquired by the Group. The final element of the TAG Programme to be implemented is the Group wide roll-out of a new ERP System although this has been delayed as part of the cost saving measures implemented as a result of the impact of the Outbreak.

(ii) A high-quality events portfolio, balanced by geography and sector The Group has made significant progress in improving the quality of its portfolio to ensure a focus on events that are either market leading or have the potential to become market leading within a particular geography and industry sector. Since it launched the TAG Programme in May 2017 the Group has sold 65 events (56 of which were Non-Core Events in Russia) and closed a further 89 Non-Core Events. This has resulted in a smaller but higher performing portfolio, which for FY 2019 delivered an average of £1.7 million in revenue per event from 129 events held in FY 2019 (compared to £0.5 million average revenue per event from 269 events in FY 2017) reflecting the change in emphasis to larger events that can generate higher revenues and have, until the Outbreak, also reflected sustainable growth. The benefits of focusing on larger events are demonstrated by the fact that the Top 10 TAG Events had like-for-like revenue growth of 13 per cent. in FY 2019 (compared 7 per cent. for the Group as a whole in the same period) with statutory revenue growth of 26 per cent. in FY 2019 (13 per cent. from Top 10 TAG Events). The Top 10 TAG Events also demonstrated strong revenue growth and improved exhibitor and visitor net promoter scores as a result of customer service initiatives, a focus on high quality content and the establishment of a best practice methodology which has been implemented across multiple events, driving higher volumes of quality leads for the Group’s events teams.

60 The Group’s event portfolio is now more balanced in both geographic and sector terms, reflecting the change in focus from events based almost exclusively in emerging markets prior to the implementation of the TAG Programme to an emphasis on market leading events irrespective of geography and sector. Although Russia remains an important geography for the Group, there is now much less reliance on it due to the diversification of the portfolio. The portfolio is now much more diversified in terms of segments and includes events across various geographic locations including the United States, the United Kingdom and Russia. The Directors believe that the geographic diversity of the Group should provide increased resilience to the challenges posed by the Outbreak as there will be some regions in which the Group operates which lift restrictions more quickly than others. The Group continues to review opportunities relevant to its businesses and portfolio of events, including the consideration of potential disposals of Non-Core Events or Core Events if the Board believes a disposal would be beneficial to the Group and could enable it to strengthen its financial position. For the duration of the amendments to the Facilities introduced by the Waiver Letters, in respect of any future disposal by the Group, the terms of the Waiver Letters will (subject to certain conditions) require the Group to (a) obtain the prior consent of a majority of the Group’s lenders to certain such disposal and/or (b) apply certain of the proceeds of such disposal to reduce the Group’s bank indebtedness. The tables below set out the revenue split by segment and sector for FY 2019 and FY 2017, to illustrate the diversification of the portfolio over that period:

Revenue by segment FY 2017 FY 2019 Global Brands...... 6% 23% Asia ...... 16% 10% Central Asia ...... 14% 9% Eastern & Southern Europe ...... 11% 8% Russia ...... 47% 28% UK ...... 6% 22%

Revenue by sector

FY 2017 FY 2019

Build & Interiors ...... 28% 17% Retail...... 0% 15% Food & Packaging ...... 16% 14% Education Technology ...... 0% 8% Fashion ...... 7% 8% Manufacturing Industrial Technology...... 9% 7% Transport & Logistics...... 7% 7% Connect...... 3% 6% Energy...... 10% 5% Travel & Tourism...... 8% 5% Advanced Technologies ...... 6% 4% Beauty & Healthcare ...... 6% 4%

————— In the first half of FY 2020, the Group acquired Shoptalk and Groceryshop which added e-Commerce to the sectors served by the Group and also increased the proportion of Group revenue earned in the USA.

(iii) Track record of delivering accretive, product-led acquisitions In July 2018 the Group acquired Bett, CWIEME, Spring Fair and Autumn Fair, Pure and Glee through the product-led acquisition of Ascential Events. In October 2018, the Group also acquired Mining Indaba. The integration of these acquisitions is now complete, and Bett, CWIEME, Spring Fair, Autumn Fair and Mining Indaba were each in the Group’s top ten events by revenue in FY 2019.

61 In December 2019, the Group acquired Shoptalk and Groceryshop, a product-led acquisition of two market-leading shows focused on the e-commerce and online grocery subsectors for a total consideration of $145.3 million (c. £110.1 million based on a conversion rate of £1 to $1.32 as at 18 December 2019) on a debt free, cash free basis. This product-led acquisition of two market leading US events was consistent with the Group’s strategy and enabled the Company to expand its offering in the high growth end markets of e-commerce and online grocery. This acquisition was part-funded by a fully underwritten non pre-emptive placing of Ordinary Shares in the Company alongside a subscription of Ordinary Shares by the founders and certain other management shareholders of Shoptalk and Groceryshop as well as a draw down on the Facilities. The Group applies a strict criteria and disciplined approach to its identification of potential acquisition targets. Given the current market conditions and the likely negative impact that the Outbreak will have on the Group’s results of operations and ability to make any material acquisitions through the end of the current financial year and potentially the next, the Group is likely to be less acquisitive in the near term and the proceeds of the Rights Issue are not currently intended for acquisitions. In addition, for the duration of the amendments to the Facilities introduced by the Waiver Letters, any future third party business acquisitions by the Group will generally (subject to certain conditions) require the prior consent of a majority of the Group’s lenders, in accordance with the terms of the Waiver Letters. Following the resumption of normal market conditions with the passing of the crisis period of the Outbreak, the Directors believe the Group will again look to identify acquisition targets with strong growth prospects.

(iv) Opportunity for innovation and optimisation across the portfolio The Group’s scalable operating model, combined with its selective approach to acquiring best in class events had, until the market was impacted by the Outbreak, opened up a number of incremental growth opportunities. These opportunities, which management expects to reassess in light of market changes. For example, Shoptalk and Groceryshop have developed an industry-leading Hosted Buyer Programme, which is underpinned by bespoke software and includes a platform that facilitates group meetings among customers for the purposes of engaging in conversations in relation to pre-defined topics of mutual interest. Pursuant to the Personatech Licence Agreement, a licence is granted for the use of the Hosted Buyer Programme software at any Hyve event. In addition to the potential to improve existing events, there are opportunities for taking certain of the Group’s leading events to additional locations throughout the year. Examples of this include Bett Asia, CWIEME Shanghai and CWIEME Americas with a significant opportunity for the Shoptalk Europe event going forward, depending on the constraints on Group resources arising as a result of the Outbreak. The Directors believe that the impact of technology on the events sector will be a prominent feature of market developments in the coming year as improved analytics tools, digital communication and other technologies provide opportunities to increase engagement, drive the creation of better products and advance its content strategy resulting in improved return on investment for customers, an enhanced customer experience and strengthening customer relations. The Group is accelerating its existing plans for an omni-channel strategy with both online and physical events forming part of its offering to customers, to further advance the outstanding experience offered by an event to customers in terms of return on investment and time as a result of their attendance, whether physical, virtual or a combination of both. The Company has already begun to address the trend of virtual engagement with its customers as seen most recently with the launch of Shoptalk Virtual Events in April 2020. Shoptalk Virtual Events are a new set of products that offer ground-breaking content, connections and community to the entire retail ecosystem. The Group also intends to launch Shoptalk Online later in 2020 with over 10,000 individuals from leading global consumer and technology businesses expressing interest in participating.

62 Shoptalk Virtual Events comprise the following three areas of focus: * Shoptalk Virtual Conferences: A series of panels, presentations and interviews that address the most critical challenges and opportunities in retail today. Conferences are conducted via livestream video and organised around a single theme, Shoptalk Virtual Conferences will vary in length but primarily include half and full-day events. These conferences are open for anyone to register to attend. * Shoptalk Virtual Tabletalks: Interactive peer-to-peer 45-minute virtual conversations that enable in depth discussions and briefings based on specific topics. Shoptalk Virtual Tabletalks carefully match up to six individuals from retailers and brands who come together via video conference to share insights, address issues and generate actionable takeaways. Tabletalks are interactive, video-based conversations designed for the purposes of creating new connections. As with those table talks conducted onsite at Shoptalk’s in-person events, Shoptalk Virtual Tabletalks are invite-only for retailers and brands. To date, more than 50 Tabletalks have been held with over 200 participants from leading global consumer businesses. * Shoptalk Virtual Meetings: Video conference-enabled versions of the Group’s Hosted Buyers Programme, Shoptalk Virtual Meetings will also incorporate the many other networking and collaboration initiatives traditionally conducted in connection with Shoptalk’s in-person events, creating the ability for individuals throughout the retail industry to engage with each other across a wide range of use cases at scale in distributed and digitally interactive environments. The Group continues to review its portfolio of events and advance opportunities for technological engagement with its customers over the course of the Outbreak and beyond as well as the advancement of other emergent trends of engagement and innovation. The Group is also addressing matters of corporate social responsibility both at a corporate and event level, using its events as a platform to advance change in areas of product sustainability and ethics, as seen in the Pure Power of One campaign, which the Group has incorporated into its Pure London and Pure Origin events in 2020 (both of which have now been rescheduled from July to September 2020) and which aims to encourage individuals to take steps towards a more sustainable future in the form of asking them to make individual pledges which are guided by the UN’s Global Goal 12 for Responsible Consumption and Production, the advancement of entrepreneurial and industry crossover through the Mining Indaba Young Leaders Programme and sustainability, recycling and community engagement as seen in the Group’s innovative recycling initiatives at Turkey build’s recycling initiatives. (v) Consistent financial performance Although the ongoing Outbreak has had, and is expected to continue to have, a material adverse impact on the Group’s current trading and near term financial performance, the Group has historically delivered consistent revenue growth over the previous three financial years. Prior to the Outbreak, the Group had been consistently cash generative, and it had a headline operating profit margin of 25 per cent. for FY 2019 (FY 2018: 22 per cent.). Over the previous three year implementation of the TAG Programme, the Group improved its financial performance as well as certain of its key indicators of operational delivery as set out in the table below:

For the six months ended For the financial year ended 31 March 30 September

2020 2019 (unaudited) (unaudited) 2019 2018 2017

Revenue (£m) ...... 96.3 107.8 220.7 175.7 152.6 Headline profit before tax (£m)...... 19.8 24.5 50.4 35.4 31.6 Like-for-like revenue growth (%) ...... 1.0 6.0 7.3 11.4 5.5 Forward bookings (£m) ...... 172.0 199.9 152 147 98

63 The Directors believe that the improved financial and operational performance show above was driven to a significant extent by the TAG Programme, although there is no guarantee that the Group will achieve similar results in the future due to the uncertain impact that the Outbreak may have on the Group’s business and the wider economy. For further information on the impact the Outbreak may have on the Group see paragraph 2 the section titled “Risk Factors - “Risks Related to the Group’s Business and the Industry in which it Operates”. While the fact of significant disruption to the Group’s business and operations arising from the Outbreak is clear, the Directors believe that the fundamentals of the business remain strong and that, following the successful conclusion of the Rights Issue, the Group remains well positioned for growth in the future and will be able to capitalise on opportunities that may arise when economic and market conditions normalise.

5. USE OF PROCEEDS The Rights Issue is expected to raise, in aggregate, approximately £126.6 million in gross proceeds (approximately £116.8 million net of expenses). The Board intends to use the proceeds to reduce net indebtedness and provide working capital flexibility to the Group to allow it to protect the value of its Core Events which might otherwise be damaged by further cost savings, over and above those measures already being implemented.

6. FINANCIAL IMPACT OF THE RIGHTS ISSUE Had the Rights Issue taken place so that the net proceeds were accounted for as at 31 March 2020, the effect would have been to increase cash and cash equivalents by £116.8 million. Your attention is drawn to Part VIII (Unaudited Pro Forma Financial Information) of this document which contains an unaudited pro forma statement of net assets that illustrates the effect of the Rights Issue on the Group’s net assets as at 31 March 2020 as if the Rights Issue had been undertaken at that date. This information has been prepared for illustrative purposes only.

7. CURRENT TRADING AND PROSPECTS The recent Outbreak has negatively impacted economic conditions and customer demand globally and, as a result, the Group’s operations, financial performance and prospects have been materially negatively affected. The substantial majority of events, from the kind of events the Group offers to sporting and other large entertainment events, that were scheduled to take place through to the Reference Date, having been cancelled or postponed worldwide, with the potential for further cancellations/postponements over the coming months. In March 2020, the Outbreak escalated into a global pandemic leading to unprecedented societal, governmental and personal impacts and restrictions. Each region in which the Group operates reacted differently at that stage and, in most instances, governments and authorities placed certain restrictions on freedom of movement, travel and on large gatherings in order to contain the spread of the virus. As a consequence of the escalation of the Outbreak and the various consequential restrictions imposed by governments and authorities on large gatherings, the Group put in place a large-scale events postponement plan in many of its markets. Prior to the Outbreak, the Group had been scheduled to hold 127 events in FY 2020. As a result of the Outbreak, as at the Reference Date, 48 of those events have been postponed, with 30 of those having been rescheduled to new dates in the current financial year, 18 events having been rescheduled to new dates outside of the current financial year and 13 events having been cancelled outright, with the next iteration of both those events now to occur in FY 2021. By the beginning of March 2020, the Group had collected approximately 77 per cent. of revenues expected from the 14 postponed or cancelled events that had been scheduled to occur in March 2020 but were postponed or cancelled, but since the Group recognises such revenues only when the event is complete, such revenues have not been reflected in the Group’s financial results for the six months ended 31 March 2020, while comparable revenues were reflected in the Group’s financial results for the six months ended 31 March 2019. Largely as a result of these postponed and cancelled events, the Group’s revenue reported for the six months ended 31 March 2020 decreased by 10.7 per cent. to £96.3 million compared to £107.8 million reported for the six months ended 31 March 2019. The Group reported a statutory loss before tax for the six months ended 31 March 2020 of £168.3 million compared to a statutory profit of £1.9 million reported for the six months ended 31 March 2019, after non-cash impairment charges of £166.8 million. The Group’s headline profit before tax for the six months ended

64 31 March 2020 decreased by 19.2 per cent. to £19.8 million compared to £24.5 million reported for the six months ended 31 March 2019. A list of postponed or cancelled events as at the Reference Date is set out in Part A of Appendix II of this document. As at the Reference Date, the restrictions on freedom of movement, travel and on large gatherings placed by governments and authorities across the world continue in many markets where the Group’s events are due to be held the current FY 2020. The Group has not postponed or cancelled 15 events which are due to be held in the current FY 2020. However, if such measures continue, the Group expects that it would have to cancel or postpone some or potentially all of such events, which will have an additional material negative impact on its operations and financial results for FY 2020. The Group expects that, without postponing or cancelling the events that remain scheduled to be held in the current FY 2020 under the Postponement Plan, its revenue for FY 2020 will decrease by approximately 20 per cent. compared to the £220.7 million reported for FY 2019. If the Group would have to postpone or cancel its 15 events scheduled to be held in the current FY 2020, it expects that its revenue for FY 2020 will decrease by at least 55 per cent. compared to the £220.7 million reported for FY 2019. To mitigate the impact of the cancelled and postponed events on the Group’s results of operations, the Group has been implementing a number of cost cutting measures, such as commencing a consultation process in relation to potential redundancies, a freeze on recruitment and the termination of the contracts of temporary employees, moving much of the UK workforce to a four- day week from May 2020, and postponing capital and operating expenses related to the roll out of the ERP System which was the final element of the TAG Programme to be implemented. The Group’s cost-saving programme is intended to identify and implement up to £10 million of savings in FY 2020 (approximately £9 million of which from HQ restructuring, non-staff savings and venue savings, and approximately £1 million of which from reduced capital expenditure) and £42 million in FY 2021 (approximately £40 million of which from HQ restructuring, non-staff savings and venue savings, and £2 million of which from reduced capital expenditure). For further information on the Group’s cost cutting measures to mitigate the impact of cancelled and postponed events, see “Background To And Reasons For The Rights Issue – Management actions” of this Part I (Letter from the Chairman), and “Information on the Group – Strategy” of Part V (Information on the Group) of this document. Although the Outbreak continues to have a material impact on the events industry as a whole, the Directors believe that face-to-face exhibitions and events will retain their importance as they continue to be central to companies in winning new business, sourcing products, staying up-to-date with industry trends and finding new ideas and innovations as well as to local and regional authorities and governments in generating local economic activity and international trade. The backdrop of the Outbreak is likely to have a significant impact on smaller operators, and the Directors believe that over the long term this will serve to increase the relative attractiveness the Group’s market leading events versus second tier events, as customers prioritise attendance at market leading shows which the Directors believe deliver a superior return on investment to customers.

8. DIVIDENDS AND DIVIDEND POLICY The Board has taken the decision not to pay a dividend for the current financial year, during which it will continue to invest in the Group’s Core Events. In addition, the terms of the Second Waiver Letter provide that, whilst the amendments to the Facilities introduced by the Second Waiver Letter are in place, the Company is precluded from paying dividends without obtaining the consent of the majority of the Group’s lenders. Following completion of the Rights Issue, the payment of dividends by the Company to its Shareholders will therefore be restricted in accordance with the terms of the Second Waiver Letter. The Board understands the importance of optimising value for Shareholders and it is the Directors’ intention to return to paying a dividend once they believe it is financially prudent for the Group to do so, following the Group again becoming compliant with the covenants in the Facilities (prior to their amendment by the Waiver Letters) and having repaid the deferred loan amortisation payments.

65 9. SHARE CONSOLIDATION The Share Consolidation is proposed in order to achieve a higher market price for the Consolidated Ordinary Shares and, accordingly, a more appropriate Issue Price in the Rights Issue. The Share Consolidation will comprise a consolidation of the Existing Ordinary Shares under which Shareholders will receive Consolidated Ordinary Shares on the Consolidation Ratio of one Consolidated Ordinary Share in substitution for every ten Existing Ordinary Shares. The nominal value of each New Ordinary Share will be 10 pence. The Consolidated Ordinary Shares arising on implementation of the Consolidation will have the same rights as the Existing Ordinary Shares, including voting, dividend and other rights. The resolutions approved at the annual general meeting of the Company held on 23 January 2020 granting authority to the Directors to allot Ordinary Shares, including on a non pre-emptive basis, are not affected by the Consolidation since the aggregate nominal value of the total issued share capital will remain unchanged following the Consolidation. The intention is that the market price of a Consolidated Ordinary Share immediately following the implementation of the Share Consolidation should be approximately equal to a multiple of 10 times the market price of an Existing Ordinary Share immediately beforehand. The Consolidation Ratio used for the Share Consolidation has been set by the Directors after consultation with the Joint Underwriters. Existing Shareholders will own the same proportion of the Company as they did immediately prior to the implementation of the Share Consolidation, subject only to fractional roundings. The Closing Price of each Existing Ordinary Share on 6 May 2020 (being the last Business Day prior to the date of this document) was 21.5 pence (as derived from the Daily Official List of London Stock Exchange plc). In accordance with the Consolidation Ratio, the Consolidated Closing Price of each Consolidated Ordinary Share would have been 214.5 pence on that date. Subject to the passing of the First Resolution at the General Meeting, the Share Consolidation will be made by reference to holdings of Existing Ordinary Shares on the Company’s register of members as at 6.00 p.m. on 27 May 2020 (or such other time or date as the Directors may determine). Holdings of Existing Ordinary Shares in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating entitlements under the Rights Issue. Fractions of New Ordinary Shares will not be allotted to Qualifying Shareholders and fractional entitlements will be rounded down to the nearest whole number of New Ordinary Shares. For the purposes of the Share Consolidation, it may be necessary for the Company to issue or repurchase for cancellation up to 9 additional Existing Ordinary Shares so that the number of the Company’s Existing Ordinary Shares is exactly divisible by 10. Any fractional entitlements to Consolidated Ordinary Shares which arise will be aggregated into whole Consolidated Ordinary Shares and sold in the market on behalf of the relevant Shareholders. The total proceeds of the sale (net of expenses) will be paid in due proportion to each of the relevant Shareholders. Any proceeds of sale (net of expenses) to each of the relevant Shareholder(s) of less than £5.00 will be aggregated and will accrue for the benefit of the Company. It is expected that dealings in the Existing Ordinary Shares will continue until close of business on 27 May 2020 and admission of the Consolidated Ordinary Shares to the premium listing segment of the Official List and to trading on the London Stock Exchange’s main market for listed securities will become effective at 8.00 a.m. on 28 May 2020. If you hold Existing Ordinary Shares in certificated form, you will be issued with a new share certificate in respect of your Consolidated Ordinary Shares following the issue of Consolidated Ordinary Shares. With effect from Admission, share certificates in respect of Existing Ordinary Shares will cease to be valid. Share certificates in respect of Consolidated Ordinary Shares will only be issued following the Share Consolidation. It is therefore important that, if you hold certificate(s) in respect of your Existing Ordinary Shares, you retain them for the time being until share certificates in respect of Consolidated Ordinary Shares are despatched, which is expected to be within 10 Business Days of Admission. On receipt of share certificates in respect of Consolidated Ordinary Shares, certificates in respect of Existing Ordinary Shares can be destroyed. If you currently hold Existing Ordinary Shares in uncertificated form, it is currently expected that the Existing Ordinary Shares under ISIN GB0002520509 will be disabled by 6.00 p.m. on the day

66 before Admission (which such date is currently expected to be 27 May 2020) and on or soon after 8.00 a.m. on Admission (which is currently expected to be 28 May 2020) your CREST account will be credited with Consolidated Ordinary Shares under ISIN GB00BKP36R26. Your CREST account will also be credited with the New Ordinary Shares (nil paid) under the Rights Issue. The ISIN for the New Ordinary Shares will be that of the Consolidated Ordinary Shares. Temporary documents of title will not be issued in respect of Consolidated Ordinary Shares and, pending despatch of definitive share certificates, transfers of Consolidated Ordinary Shares held in certificated form will be certified against the register of members held by Equiniti. All share certificates will be sent by first class post, at the risk of the Shareholder(s) entitled thereto, to the registered address of the relevant Shareholder (or, in the case of joint Shareholders, to the address of the joint Shareholder whose name stands first in the register of members in respect of such joint shareholding).

10. SUMMARY OF THE PRINCIPAL TERMS OF THE RIGHTS ISSUE Pursuant to the Rights Issue, the Company is proposing to raise estimated net proceeds of £116.8 million. The Rights Issue is being fully underwritten by the Joint Underwriters on, and subject to, the terms and conditions of the Underwriting Agreement. A more detailed summary of the Underwriting Agreement is set out in paragraph 8.1 of Part X (Additional Information) of this document. Subject to fulfilment of, among other things, the conditions set out below (and, in the case of Qualifying Non-CREST Shareholders, the Provisional Allotment Letter), the New Ordinary Shares will be offered to Qualifying Shareholders on the following basis: 9 New Ordinary Shares at 69 pence each for every 40 Existing Ordinary Shares this is equivalent to 9 New Ordinary Shares at 69 pence each for every 4 Consolidated Ordinary Shares held and registered in the name of each such Qualifying Shareholder on the Rights Issue Record Date (and so in proportion for any other number of Existing Ordinary Shares then held) and otherwise on the terms and conditions set out in this document. Qualifying Non-CREST Shareholders with registered addresses in the United States or in any of the other Excluded Territories will not be sent Provisional Allotment Letters and will not have their CREST stock accounts credited with Nil Paid Rights, except where the Company and the Joint Bookrunners are satisfied that such action would not result in the contravention of any registration or other legal or regulatory requirement in such jurisdiction. Holdings of Existing Ordinary Shares in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating entitlements under the Rights Issue. Fractions of New Ordinary Shares will not be allotted to Qualifying Shareholders and fractional entitlements will be rounded down to the nearest whole number of New Ordinary Shares. The Issue Price represents a discount of approximately 67.8 per cent. to the Consolidated Closing Price on 6 May 2020 (being the last Business Day prior to the date of this document) and a 39.0 per cent. discount to the theoretical ex-rights price of 113.1 pence per New Ordinary Share calculated by reference to the Consolidated Closing Price on the same basis. Upon completion of the Rights Issue, the New Ordinary Shares will represent approximately 225.0 per cent. of the Company’s Consolidated Ordinary Shares that will be in issue immediately following the Share Consolidation and approximately 69.2 per cent. of the Company’s enlarged issued share capital following the Rights Issue. Qualifying Shareholders who do not take up any of their entitlements to New Ordinary Shares will experience dilution of their shareholding by approximately 69.2 per cent. as a result of the Rights Issue. The above calculations assume that no Ordinary Shares are issued as a result of the exercise of any options or awards under the Hyve Share Plans between the Reference Date and the Rights Issue Record Date. The New Ordinary Shares will, when issued and fully paid, rank pari passu with the Consolidated Ordinary Shares and will rank in full for all dividends and distributions thereafter declared, made or paid on the share capital of the Company. The New Ordinary Shares may be held in certificated or uncertificated form.

67 The Rights Issue is conditional, among other things, upon: * the Resolutions being passed by the Shareholders at the General Meeting without material amendment; * the Underwriting Agreement becoming or being declared unconditional in all respects (save in respect of Admission) and not having been terminated in accordance with its terms prior to Admission; * Admission becoming effective at 8.00 a.m. on 28 May 2020 (or such later time and/or date as the Company and the Joint Bookrunners may determine being no later than 11 June 2020). Accordingly, if any of such conditions are not satisfied, or, if applicable, are not waived, the Rights Issue will not proceed. Applications will be made for the New Ordinary Shares (nil and fully paid) to be admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange’s main market for listed securities, respectively. It is expected that Admission will become effective, and dealings in the New Ordinary Shares, nil paid, will commence, at 8.00 a.m. on 28 May 2020. The Rights Issue will result in up to 183,550,558 New Ordinary Shares (under ISIN: GB00BKP36R26) being issued (representing, in aggregate, approximately 225.0 per cent. of Consolidated Ordinary Shares that will be in issue immediately following the Share Consolidation and approximately 69.2 per cent. of the Enlarged Share Capital, immediately following completion of the Rights Issue. The above calculations assume that no Ordinary Shares are issued as a result of the exercise of any options or awards under the Hyve Share Plans between the Reference Date and Admission. Some questions and answers, together with details of further terms and conditions of the Rights Issue, including the procedure for acceptance and payment and the procedure in respect of rights not taken up, are set out in Parts II and IV of this document and, where relevant, will also be set out in the Provisional Allotment Letter.

11. OVERSEAS SHAREHOLDERS The attention of Qualifying Shareholders who have registered addresses outside the United Kingdom, or who are citizens or residents of countries other than the United Kingdom, or who are holding Ordinary Shares for the benefit of such persons (including, without limitation, custodians, nominees, trustees and agents) or who have a contractual or other legal obligation to forward this document, a Provisional Allotment Letter and any other document in relation to the Rights Issue to such persons, is drawn to the information which appears in paragraphs 7 and 9 of Part IV (Terms and Conditions of the Rights Issue) of this document. New Ordinary Shares will be provisionally allotted (nil paid) to all Qualifying Shareholders, including Overseas Shareholders. However, subject to certain exceptions, Provisional Allotment Letters will not be sent to Qualifying non-CREST Shareholders with registered addresses, or who are resident in or located, in the United States or any of the other Excluded Territories, nor will the CREST stock account of Qualifying CREST Shareholders with registered addresses, or who are resident or located, in the United States or any of the other Excluded Territories be credited with Nil Paid Rights. The notice in the London Gazette referred to in paragraph 9 of Part IV (Terms and Conditions of the Rights Issue) of this document will state where a Provisional Allotment Letter may be inspected or obtained. Any person with a registered address, or who is resident or located, in the United States or any other Excluded Territory who obtains a copy of this document or a Provisional Allotment Letter is required to disregard them, except with the consent of the Company. Notwithstanding any other provision of this document or the Provisional Allotment Letter, the Company reserves the right to permit any Qualifying Shareholder to take up its, his or her rights if the Company (in consultation with the Banks) in its sole and absolute discretion is satisfied that the transaction in question will not violate applicable laws. Persons in Excluded Territories should consult their professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to take up their rights. Overseas Shareholders should refer to paragraphs 7 and 9 of Part IV of this document for further information on their ability to participate in the Rights Issue.

68 12. SHARE PLANS Under the Hyve Share Plans, the Company has granted options and awards over Ordinary Shares at varying strike prices and expiry dates. Participants under the Hyve Share Plans are not the beneficial owners of Existing Ordinary Shares under those plans and so will not participate in the Rights Issue, other than in their capacity as Shareholders (if applicable). However, as a result of the Share Consolidation and the Rights Issue, it is anticipated that adjustments will require to be made to the number of Ordinary Shares over which participants have options or awards or the relevant strike price of such options or awards. Where subsisting options or awards are subject to performance conditions, the Remuneration Committee will consider whether amendments to the original conditions are required (in line with the terms of the relevant plans) in light of the proposed Share Consolidation and the Rights Issue to ensure that the performance targets are not materially less challenging in its opinion. Any such amendment will be made at the discretion of the Remuneration Committee and will be notified to relevant option/award holders. In consideration of the challenges faced by the Group as a result of the Outbreak it is intended that matters relevant to the impact of the Share Consolidation and the Rights Issue on the Hyve Share Plans will be addressed at a time following the completion of the Rights Issue.

13. RISK FACTORS Shareholders should consider fully the risk factors set out in the section entitled “Risk Factors” of this document.

14. GENERAL MEETING A notice convening a general meeting of the Company to be held at 9.30 a.m. on Wednesday 27 May 2020 at the Company’soffices at 2 Kingdom Street, London, England, W2 6JG is set out at the end of this document. A Form of Proxy to be used in connection with the General Meeting is enclosed. The purpose of the General Meeting is to seek Shareholders’ approval for the following resolutions:

First Resolution – Authority to effect the Share Consolidation The First Resolution is an ordinary resolution authorising the Directors to implement the Share Consolidation under which the Company’s Existing Ordinary Shares will be consolidated such that Shareholders will receive Consolidated Ordinary Shares on the Consolidation Ratio of one Consolidated Ordinary Share in substitution for every ten Existing Ordinary Shares.

Second Resolution – Authority to allot New Ordinary Shares The Second Resolution is an ordinary resolution authorising, in additon to all existing authorities, the Directors to allot shares in the Company or to grant rights to subscribe for shares in the Company up to a nominal amount of £18,355,056 in connection with the Rights Issue. This authority will expire at close of business on 31 July 2020.

15. ACTION TO BE TAKEN In respect of the General Meeting On 23 March 2020, the UK Government announced new measures (which remain in force) aimed at limiting the spread of COVID-19 by discouraging unnecessary travel, public gatherings and social interaction. These measures were given statutory force through the Coronavirus Act 2020. The measures discourage, amongst other things, public gatherings of two or more people who are not from the same household. As a result, the General Meeting is not expected to follow the format of previous general meetings or annual general meetings of the Company. Whilst Shareholders are still able and encouraged to exercise their voting rights, the physical attendance of any Shareholder, proxy, or corporate representative at the General Meeting is not considered ‘necessary’ under current UK Government guidance, and it is expected that this will remain the case at the date of the General Meeting. As such, no Shareholder, proxy or corporate representative should attend the General Meeting in person, as doing so would be in breach of government guidance and would potentially be unsafe for those physically present. The chairman may therefore exercise his powers to exclude any person who attempts to attend the General

69 Meeting, and Shareholders are advised that any such person may be denied entry to the location of the General Meeting. You will find enclosed with this document a Form of Proxy to be used in connection with the General Meeting. It is important to us that our Shareholders have the opportunity to vote despite being unable to attend the General Meeting. You can use the enclosed Form of Proxy to nominate someone else to come to the meeting and vote for you (this person is called a proxy). To appoint a proxy you need to send back the Form of Proxy enclosed with this document to the Registrar as soon as possible and in any event so as to arrive no later than 9.30 a.m. on 22 May 2020, being 48 hours (excluding non-Business Days) before the time appointed for holding the General Meeting. In light of the current UK Government measures, it is recommended that Shareholders wishing to vote on the Resolutions complete the enclosed Form of Proxy and appoint the chairman of the General Meeting as proxy. If you hold your Ordinary Shares in uncertificated form (i.e. in CREST), you may appoint a proxy by completing and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual so that it is received by the Registrar (ID RA19) by no later than 9.30 a.m. on 22 May 2020. Unless the Form of Proxy or CREST Proxy Instruction is received by the date and time specified above, it will be invalid. Subject to the points noted above in respect of COVID-19, completing and posting of the Form of Proxy or completing and transmitting a CREST Proxy Instruction will not preclude you from attending and voting in person at the General Meeting if you wish to do so.

In respect of the Rights Issue The latest time and date for acceptance and payment in full in respect of the Rights Issue is expected to be 11.00 am on 11 June 2020, unless otherwise announced by the Company. The Rights Issue will result in up to 183,550,558 New Ordinary Shares being issued (representing, in aggregate, approximately 225.0 per cent. of the Consolidated Ordinary Shares that will be in issue immediately following the Share Consolidation and approximately 69.2 per cent. of the Enlarged Share Capital, immediately following completion of the Rights Issue. The above calculations assume that no Ordinary Shares are issued as a result of the exercise of any options or awards under the Hyve Share Plans between the Reference Date and Admission. Please refer to Part II (Some questions and answers about the Rights Issue) and Part IV (Terms and Conditions of the Rights Issue) for further details of the Rights Issue and the action to be taken, including the procedure for acceptance and payment and the procedure in respect of rights not taken up. Further details also appear in the Provisional Allotment Letter which will be sent to all Qualifying Non-CREST Shareholders (other than, subject to certain exceptions, those Qualifying Non-CREST Shareholders with a registered address in the Excluded Territories). Qualifying CREST Shareholders who are CREST sponsored members should refer to their CREST sponsor regarding the action to be taken in connection with this document and the Rights Issue. If you are in any doubt as to the action you should take, you should immediately seek your own financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the FSMA or, if you are outside the United Kingdom, by another appropriately authorised independent financial adviser.

16. IMPORTANCE OF VOTE Your attention is again drawn to the fact that the Rights Issue is conditional and dependent upon, amongst other things, the Resolutions being passed at the General Meeting. Shareholders are asked to vote in favour of the each of the Resolutions at the General Meeting in order for the Rights Issue to proceed. The Directors believe that the successful completion of the Rights Issue will significantly strengthen the Group’s balance sheet, in particular by providing liquidity support during the Outbreak, and this will enable the Group to continue as a going concern. The Group derives its revenue from the operation of face-to-face events, a material number of which have now been postponed or cancelled as a result of the escalation of the Outbreak and the

70 various consequential restrictions imposed by governments and authorities on large gatherings and this has had a material impact on the Group with the further possibility that more events may be cancelled, as set out in detail in paragraph 2 of this Letter from the Chairman. In the event that any of the Resolutions are not passed and the Rights Issue therefore does not proceed, whilst the Directors would expend every effort to obtain alternative sources of funding, at present it is not considered likely that Group would be able to renegotiate the Facilities, obtain an alternate form of funding or effect a sale of the whole or part of the Group’s business, on acceptable terms and within the relevant timescales. In addition, the successful completion of the Rights Issue is a condition to the Second Waiver Letter becoming effective (and the Facilities being amended in accordance with its terms). Therefore, if the Resolutions do not pass and the Rights Issue and the Second Waiver Letter do not complete, the Company would likely have insufficient working capital to continue trading as a going concern, which will likely result in appointment of administrators or liquidator at some point between the failure of the proposed Rights Issue and 30 September 2020, at which point Shareholders would lose all or a significant part of the value of their investment in the Company. Accordingly, the Directors believe that the Share Consolidation and the Rights Issue is in the Shareholders’ best interests, and it is very important that Shareholders vote in favour of the Resolutions so that they can proceed.

17. ADDITIONAL INFORMATION Your attention is drawn to the additional information contained in Part X (Additional Information)of this document. You should read all of the information contained in this document before deciding the action to take in respect of the General Meeting and/or the Rights Issue. The results of the votes cast at the General Meeting will be announced as soon as possible once known through a Regulatory Information Service and on the Company’s website (www.hyve.group). It is expected that this will be on 27 May 2020.

18. LISTING, DEALINGS AND SETTLEMENT Application will be made to the FCA for the New Ordinary Shares to be issued pursuant to the Rights Issue to be admitted to the premium listing segment of the Official List and to the London Stock Exchange for the New Ordinary Shares to be issued pursuant to the Rights Issue to be admitted to trading on the London Stock Exchange’s main market for listed securities. It is expected that Admission will become effective and that dealings in the New Ordinary Shares to be issued pursuant to the Rights Issue on the London Stock Exchange will commence at or shortly after 8.00 a.m. on 28 May 2020.

19. INTENTIONS OF DIRECTORS AND MAJOR SHAREHOLDERS All of the Directors who hold Ordinary Shares (Richard Last, Mark Shashoua, Andrew Beach, Sharon Baylay, Nicholas Backhouse and Stephen Puckett) intend to take up in full their rights to subscribe for New Ordinary Shares under the Rights Issue in respect of their holdings. Together these amount to rights to subscribe for 616,617 New Ordinary Shares, representing approximately 0.2 per cent. of the Company’s issued share capital immediately following completion of the Rights Issue. RWC European Focus Fund (the Company’s largest shareholder) which currently holds approximately 12.5 per cent. of the Existing Ordinary Shares has confirmed that it is fully supportive of the Company’s strategy and fundraising proposals and is intending to vote in favour of the Resolutions to be proposed at the General Meeting.

20. RECOMMENDATION The Board considers the terms of the Share Consolidation and the Rights Issue to be in the best interests of Shareholders taken as a whole. Accordingly, the Board unanimously recommends that you vote in favour of the Resolutions to be proposed at the General Meeting, as the Directors intend to do in respect of their own beneficial holdings, amounting in aggregate to 2,740,527

71 Ordinary Shares, which represent approximately 0.34 per cent. of the total voting rights in the Company as at the Reference Date.

Yours sincerely,

Richard Last Chairman

72 PART II

SOME QUESTIONS AND ANSWERS ABOUT THE RIGHTS ISSUE

The questions and answers set out in this Part II (Some Questions and Answers about the Rights Issue) are intended to be generic guidance only and, as such, you should read the whole of this document and in particular Part IV (Terms and Conditions of the Rights Issue) of this document for full details of what action you should take. The contents of this document should not be construed as legal, business, accounting, tax, investment or any other professional advice. If you are in any doubt about the action to be taken, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank, fund manager, solicitor, accountant or other appropriate independent financial adviser duly authorised under FSMA or, if you are in a territory outside the United Kingdom, from another appropriately authorised financial advisor. This document is for your information only and nothing in this document is intended to endorse or recommend a particular course of action. The attention of Overseas Shareholders is drawn to paragraph 7 of Part IV (Terms and Conditions of the Rights Issue) of this document. This Part II (Some Questions and Answers about the Rights Issue) deals with general questions relating to the Rights Issue, as well as more specific questions relating to Qualifying Non- CREST Shareholders. If you hold your Ordinary Shares in uncertificated form (that is, through CREST) your attention is drawn to Part IV (Terms and Conditions of the Rights Issue) of this document which contains full details of what action you should take. If you are a CREST sponsored member, you should consult your CREST sponsor. If you do not know whether your Ordinary Shares are held in certificated or uncertificated form, please contact Equiniti on 0333 207 6534 or +44 121 415 0855 (if calling from outside the UK). Lines are open from between 9.00 a.m. to 5.00 p.m. (UK time) Monday to Friday (excluding English and Welsh public holidays). Calls to the helpline from outside the UK will be charged at the applicable international rate. Please note that calls may be recorded and randomly monitored for security and training purposes. Please note that Equiniti cannot provide advice on the merits of the proposals nor give personal, business, financial, tax, investment or legal advice.

1. WILL SHAREHOLDERS BE ENTITLED TO VOTE ON THE RIGHTS ISSUE? Yes. Shareholders are able to vote on the Resolutions required to approve the Share Consolidation and the Rights Issue at the General Meeting. However, your attention is drawn to paragraph 15 of Part I (Letter from the Chairman of Hyve Group plc) of this document. On 23 March 2020, the UK Government announced new measures aimed at limiting the spread of COVID-19 by discouraging unnecessary travel, public gatherings and social interaction. These measures are expected to be given statutory force in the immediate future through emergency legislation. The measures discourage, amongst other things, public gatherings of two or more people who are not from the same household. As a result, the General Meeting is not expected to follow the format of previous general meetings or annual general meetings of the Company. Whilst Shareholders are still able and encouraged to exercise their voting rights, the physical attendance of any Shareholder, proxy, or corporate representative is not considered ‘necessary’ under current UK Government guidance, and it is expected that this will remain the case at the date of the General Meeting. As such, no Shareholder, proxy or corporate representative should attend the General Meeting in person, as doing so would be in breach of government guidance and would potentially be unsafe for those physically present. The chairman may therefore exercise his powers to exclude any person who attempts to attend the General Meeting, and Shareholders are advised that any such person may be denied entry to the location of the General Meeting. Shareholders are, however, encouraged to participate in the General Meeting. As such, it is recommended that Shareholders wishing to vote on the Resolutions complete the enclosed Form of Proxy and appoint the chairman of the General Meeting as proxy, in the manner described in paragraph 15 of Part I (Letter from the Chairman of Hyve Group plc) of this document.

73 2. WHAT IS THE IMPACT OF SHARE CONSOLIDATION ON THE VALUE OF MY ORDINARY SHARES? The purpose of the Share Consolidation is to try to establish a market price for the Company’s shares that is more appropriate for the Rights Issue than the market price at present. Every ten Existing Ordinary Shares will be consolidated into one Consolidated Ordinary Share and it is therefore expected that the market price of a Consolidated Ordinary Share should be ten times the market price prior to the Share Consolidation. As at the Reference Date, the market price of an Existing Ordinary Share was 21.5 pence. Subject to fractional roundings, you should continue to own the same proportion of the Company as you did immediately prior to the implementation of the Share Consolidation. Under the proposed Share Capital Consolidation, the Existing Ordinary Shares will be consolidated, subdivided and redesignated so that Shareholders will receive one Consolidated Ordinary Shares for every ten Existing Ordinary Shares held at the Consolidation Record Date. Therefore, the value of your holding of Consolidated Ordinary Shares held immediately following the Share Consolidation should, subject to market fluctuations, approximately equal the value of your holding of Existing Ordinary Shares before the Share Consolidation. Any fractional entitlements to Consolidated Ordinary Shares which arise will be aggregated into whole New Ordinary Shares and sold in the market on behalf of the relevant Shareholders. The total proceeds of the sale (net of expenses) will be paid in due proportion to the relevant Shareholders. Any amounts less than £5.00 will accrued to the benefit of the Company.

3. WHAT IF I SELL OR HAVE SOLD OR TRANSFERRED ALL OR SOME OF MY EXISTING ORDINARY SHARES? If you sell or have sold or otherwise transferred all of your Existing Ordinary Shares at any time prior to the Rights Issue Record Date, please forward this prospectus and any Provisional Allotment Letter duly renounced the accompanying documentation at once to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. If you sell or have sold or otherwise transferred only part of your holding of Existing Ordinary Shares, please consult the bank, stockbroker or other agent through whom the sale or transfer was effected. However, such documents should not be forwarded to or sent in or into any jurisdiction in which to do so would constitute a breach of the relevant laws of such jurisdiction.

4. WHAT IS A RIGHTS ISSUE? A rights issue is a way for companies to raise money. Companies do this by giving their existing shareholders a right to buy further shares in proportion to their existing shareholdings. The offer under this Rights Issue is for up to 183,550,558 New Ordinary Shares at a price of 69 pence per New Ordinary Share. If you hold Existing Ordinary Shares on the Rights Issue Record Date and, subject to certain limited exceptions, do not have a registered address in the United States or any of the other Excluded Territories, you will be entitled to buy New Ordinary Shares pursuant to the Rights Issue. If you hold your Ordinary Shares in certificated form, your entitlement will be set out in your Provisional Allotment Letter. New Ordinary Shares will be provisionally allotted (nil paid) to all Qualifying Shareholders, including Overseas Shareholders. However, subject to certain exceptions, Provisional Allotment Letters will not be sent to Qualifying non-CREST Shareholders with registered addresses, or who are resident in or located, in the United States or any of the other Excluded Territories, nor will the CREST stock account of Qualifying CREST Shareholders with registered addresses, or who are resident or located, in the United States or any of the other Excluded Territories be credited with Nil Paid Rights.

New Ordinary Shares are being offered to Qualifying Shareholders in the Rights Issue at a discount to the Consolidated Closing Price on 6 May 2020, being the last dealing day before the details of the Rights Issue were announced. The Issue Price of 69 pence per New Ordinary Share represents a 39.0 per cent. discount to the theoretical ex-rights price based on the closing middle-market price quotation as derived from SEDOL of 21.5 pence per Existing Ordinary Share on 6 May 2020, the last Business Day prior to the date of announcement of the terms of the Rights Issue and multiplied by ten to reflect the Share Consolidation. As a result of this discount and while the market value of

74 the Consolidated Ordinary Shares exceeds the Issue Price, the right to buy the New Ordinary Shares is potentially valuable. The Rights Issue is on the basis of 9 New Ordinary Shares for every 40 Existing Ordinary Shares. This is equivalent to 9 New Ordinary Shares for every 4 Consolidated Ordinary Shares (subject to roundings for fractions).

5. HOW WILL THE SHARE CONSOLIDATION AND THE RIGHTS ISSUE AFFECT MY SHAREHOLDING? The Consolidation Ratio for the Share Consolidation of one Consolidated Ordinary Share for every ten Existing Ordinary Shares has been set by the board of directors by reference to the average closing mid-market share price (as derived from the Daily Official List of London Stock Exchange pIc) for the five Business Days prior to the date of this prospectus and in consultation with the Joint Bookrunners. The effect of this will be to reduce the number of Ordinary Shares in issue. However, existing Shareholders will own the same proportion of the Company as they did immediately prior to the implementation of the Share Consolidation, subject only to fractional roundings. To give you an idea of how the Share Consolidation and the Rights Issue would affect your shareholding we have set out some examples below:

Number of New Ordinary Number of Existing Number of Consolidated Shares (nil paid) pursuant to Ordinary Shares Ordinary Shares the Rights Issue

100 501 10 1 2 25 2 5 50 5 11 75 7 16 100 10 22 1000 100 225

Any fractional entitlements to Consolidated Ordinary Shares which arise will be aggregated into whole Consolidated Ordinary Shares and sold in the market on behalf of the relevant Shareholders. The total proceeds of the sale (net of expenses) will be paid in due proportion to the relevant Shareholders. Any proceeds of sale (net of expenses) of less than £5.00 will be aggregated and will accrue for the benefit of the Company. Subject to the Shareholders passing the Resolutions at the General Meeting to be held on 27 May 2020, all Qualifying Non-CREST Shareholders (other than Shareholders with a registered address in, subject to certain exceptions, the United States or any of the other Excluded Territories) will be sent a Provisional Allotment Letter. Box 2 on the Provisional Allotment Letter will show the number of New Ordinary Shares you will be entitled to buy if you are a Qualifying Non-CREST Shareholder.

6. WHAT HAPPENS NEXT? The Company has called a General Meeting to be held at its registered office, 2 Kingdom Street, London, England, W2 6JG at 9.30 am on Wednesday 27 May 2020. Please see the Notice of General Meeting at the end of this document. As you will see from the contents of the Notice of General Meeting, the Board is seeking Shareholder approval for the Share Consolidation and for the allotment of the New Ordinary Shares associated with the Rights Issue. If the Resolutions are approved at the General Meeting, the Rights Issue will proceed (subject to certain conditions). New Ordinary Shares will then be provisionally allotted (nil paid) to all Qualifying Shareholders, including Overseas Shareholders. The Provisional Allotment Letters are due to be despatched on or about 27 May 2020 to Qualifying Non-CREST Shareholders with registered addresses outside the United States or any of the other Excluded Territories (subject to certain limited exceptions) and the Nil Paid Rights are due to be credited to the CREST stock accounts of Qualifying CREST Shareholders with registered addresses outside the United States or any of the

75 other Excluded Territories (subject to certain limited exceptions) as soon as practicable after 8.00 am on 28 May 2020.

7. I UNDERSTAND THAT THERE IS A PERIOD WHEN THERE IS TRADING IN THE NIL PAID RIGHTS. WHAT DOES THIS MEAN? If you do not want to buy the New Ordinary Shares being offered to you under the Rights Issue, you can instead sell or transfer your rights (called ‘Nil Paid Rights’) to those New Ordinary Shares and receive the net proceeds of the sale or transfer in cash. This is referred to as dealing “nil paid”. This means that, during the Rights Issue offer period (i.e. between 28 May 2020 and 11 June 2020), you can either trade Ordinary Shares (which will not carry any entitlement to participate in the Rights Issue) or you can, subject to demand and market conditions, trade in the Nil Paid Rights. Please note that your ability to sell your rights is dependent on demand for such rights and that the prices of the Nil Paid Rights may fluctuate.

8. CAN I SELL MY RIGHTS? The Company has engaged Equiniti Financial Services Limited to make available the Special Dealing Service in order for Qualifying Non-CREST Shareholders (who are private individuals and whose registered addresses are in the United Kingdom or any other jurisdiction in the EEA) to sell all of the Nil Paid Rights to which they are entitled or to effect a Cashless Take-up should they wish. Please note that your ability to sell your rights is dependent on demand for such rights and that the price for Nil Paid Rights may fluctuate. Please ensure that you allow enough time so as to enable the person acquiring your rights to take all necessary steps in connection with taking up the entitlement prior to 11.00 am on 11 June 2020.

9. CAN I SELL SOME RIGHTS AND USE THE PROCEEDS TO TAKE UP MY REMAINING RIGHTS? This is known as a cashless take-up or “tail-swallowing”. You should contact your stockbroker who may be able to help if you wish to do this. Alternatively, if you are an individual Non-CREST Shareholder whose registered address is in the United Kingdom or any other EEA country, you can use the Special Dealing Service. Please note that your ability to sell your rights is dependent on demand for such rights and that the price for Nil Paid Rights may fluctuate. Please ensure that you allow enough time so as to enable the person acquiring your rights to take all necessary steps in connection with taking up the entitlement prior to 11.00 am on 11 June 2020.

10. WHAT IS THE SPECIAL DEALING SERVICE? Equiniti Financial Services Limited will not charge a commission on any sale of Nil Paid Rights effected using the Special Dealing Service. You should be aware that by returning your Provisional Allotment Letter and electing to use the Special Dealing Service, you will be deemed to be agreeing to the terms and conditions of the Special Dealing Service and make a legally binding agreement with Equiniti Financial Services Limited on those terms. The terms and conditions of the Special Dealing Service will be posted to you together with the Provisional Allotment Letter if you hold your Ordinary Shares in certificated form. If you are an individual Non-CREST Shareholder whose registered address is in the United Kingdom or any other EEA country, you can use the Special Dealing Service to either (i) sell all of your Nil Paid Rights or (ii) sell a sufficient number of Nil Paid Rights to raise money to take up the remainder (that is, effect a Cashless Take-up). If you want to use the Special Dealing Service to sell all of your Nil Paid Rights, you should place an X in Option 3 on the front page of your Provisional Allotment Letter, complete Part 2 sign and date it and return the Provisional Allotment Letter by 5.00 p.m. on 4 June 2020. If you want to effect a Cashless Take-up, you should place an X in Option 4, complete Part 2, sign it and date it and return the Provisional Allotment Letter by 5.00 p.m. on 4 June 2020. Equiniti Financial Services Limited will not charge a commission on any sale of Nil Paid Rights effected using the Special Dealing Service. You should be aware that by returning your Provisional Allotment Letter and electing to use the Special Dealing Service, you will be deemed to be

76 agreeing to the terms and conditions of the Special Dealing Service and make a legally binding agreement with Equiniti Financial Services Limited on those terms. The terms and conditions of the Special Dealing Service will be posted to you together with the Provisional Allotment Letter if you hold your Ordinary Shares in certificated form. If you have any questions relating to the Special Dealing Service, please telephone the Shareholder Helpline at Equiniti on 0333 207 6534 (+44 121 415 0855 if calling from outside the United Kingdom). Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. – 5.00 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Equiniti cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. Please note that, for legal reasons, the Shareholder Helpline is only able to provide information contained in this document and information relating to the Company’s register of members and is unable to give advice on the merits of the Rights Issue.

11. I HOLD MY EXISTING ORDINARY SHARES IN CERTIFICATED FORM. HOW DO I KNOW IF I AM ABLE TO ACQUIRE NEW ORDINARY SHARES UNDER THE RIGHTS ISSUE? If you receive a Provisional Allotment Letter and are a Qualifying Non-CREST Shareholder with a registered address outside the United States or any of the other Excluded Territories (subject to certain limited exceptions), then you should be eligible to acquire New Ordinary Shares under the Rights Issue (as long as you have not sold all of your Existing Ordinary Shares before 8.00 am on the Ex-Rights Date, in which case you will need to follow the instructions on the front page of this document). However, if you receive a Provisional Allotment Letter and you have an address in, or are located in a country other than, the United Kingdom you must satisfy yourself as to the full observance of the applicable laws of such jurisdiction including obtaining any requisite governmental or other consents, observing any other requisite formalities and paying any issue, transfer or other taxes due in such jurisdiction. Receipt of this document or a Provisional Allotment Letter does not constitute an offer in those jurisdictions in which it would be illegal to make an offer. Overseas Shareholders should refer to paragraph 7 of Part IV (Terms and Conditions of the Rights Issue) of this document for further details. If you do not receive a Provisional Allotment Letter, this probably means you are not eligible to acquire any New Ordinary Shares (that is, you are not a Qualifying Shareholder or have a registered address, or are resident or located, in the United States or another Excluded Territory).

12. I HOLD MY EXISTING ORDINARY SHARES IN CERTIFICATED FORM. HOW WILL I BE INFORMED OF HOW MANY NEW ORDINARY SHARES I AM ENTITLED TO BUY? Subject to Shareholders approving the Resolutions at the General Meeting to be held on Wednesday 27 May 2020, if you hold your Existing Ordinary Shares in certificated form and are a Qualifying Non-CREST Shareholder with a registered address outside the United States or any of the other Excluded Territories (subject to certain limited exceptions), you will be sent a Provisional Allotment Letter that shows: * how many Existing Ordinary Shares you held at the close of business on 22 May 2020 (the Rights Issue Record Date); * how many New Ordinary Shares you are entitled to buy; and * how much you need to pay if you want to take up your right to buy all the New Ordinary Shares provisionally allotted to you in full. Subject to certain limited exceptions, if you have a registered address in the United States or any of the other Excluded Territories, you will not receive a Provisional Allotment Letter.

77 13. I AM A QUALIFYING SHAREHOLDER WITH A REGISTERED ADDRESS IN THE UNITED KINGDOM AND I HOLD MY EXISTING ORDINARY SHARES IN CERTIFICATED FORM. WHAT ARE MY OPTIONS AND WHAT SHOULD I DO WITH THE PROVISIONAL ALLOTMENT LETTER? (i) If you want to take up all of your rights If you want to take up all of your rights to acquire the New Ordinary Shares to which you are entitled, you need to select Option 1 and send the Provisional Allotment Letter, together with your cheque or banker’s draft for the full amount, payable to “Equiniti Limited re: Hyve Group plc – Rights Issue” and crossed “A/C payee only” by post to the address shown on page 1 of the Provisional Allotment Letter, or by hand during normal business hours only to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex, England BN99 6DA, to arrive by no later than 11.00 a.m. on 11 June 2020. Within the United Kingdom only, you can use the reply-paid envelope which will be enclosed with the Provisional Allotment Letter. Full instructions are set out in Part IV of this document and will be set out in the Provisional Allotment Letter. (ii) Please note third-party cheques may not be accepted other than building society cheques or banker’s drafts. Third party cheques may not be accepted with the exception of building society cheques or banker’s drafts where the building society or bank has inserted details of the name of the account holder and have either added the building society or bank branch stamp or have provided a supporting letter confirming the source of funds. The name of the account holder should be the same as the name of the shareholder shown on page 1 or page 4 of the Provisional Allotment Letter. Adefinitive share certificate will then be sent to you for the New Ordinary Shares that you take up. Your definitive share certificate for New Ordinary Shares is expected to be despatched to you by no later than 26 June 2020. You will need your Provisional Allotment Letter to be returned to you if you want to deal in your Fully Paid Rights. Your Provisional Allotment Letter will not be returned to you unless you tick the appropriate box on the Provisional Allotment Letter.

(iii) If you do not want to take up your rights at all If you do not want to take up your rights, you do not need to do anything. If you do not return your Provisional Allotment Letter subscribing for the New Ordinary Shares to which you are entitled by 11.00 a.m. on 11 June 2020, we have made arrangements under which the Joint Bookrunners will try to find investors to take up your rights and the rights of others who have not taken up their rights. If the Joint Bookrunners do find investors who agree to pay a premium above the Issue Price and the related expenses of procuring those investors (including any applicable brokerage and commissions and amounts in respect of value added tax), you will be sent a cheque for your share of the amount of that premium, provided that this is £5.00 or more. Cheques are expected to be despatched to your existing address appearing on the Company’s register of members (or to the first-named holder if you hold your Existing Ordinary Shares jointly). If the Joint Bookrunners cannot find investors who agree to pay a premium over the Issue Price and related expenses so that your entitlement would be £5.00 or more, you will not receive any payment, and any amounts of less than £5.00 will be aggregated and retained for the benefit of the Company. Alternatively, if you do not want to take up your rights, you can sell or transfer your Nil Paid Rights (see below). (iv) If you want to take up some but not all of your rights If you want to take up some but not all of your rights and wish to sell some or all of those you do not want to take up, you should first apply to have your Provisional Allotment Letter split by completing Form X on the Provisional Allotment Letter, and returning it by post or by hand (during normal business hours only) to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex, England BN99 6DA, to be received by 3.00 p.m. on 9 June 2020, together with a covering letter stating the number of split Provisional Allotment Letters required and the number of Nil Paid Rights to be comprised in each split Provisional Allotment Letter. You should then deliver the split Provisional Allotment Letter representing the New Ordinary Shares that you wish to accept together with Option 1 selected and cheque or banker’s draft payable to “Equiniti Limited re: Hyve Group plc – Rights Issue” and crossed “A/

78 C payee only” by post to the address shown on page 1 of the Provisional Allotment Letter, or by hand during normal business hours only to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex, England BN99 6DA, to be received by 11.00 a.m. on 11 June 2020. Please note that your ability to sell your rights is dependent on demand for such rights and that the price for Nil Paid Rights may fluctuate. Please ensure that you allow enough time so as to enable the person acquiring your rights to take all necessary steps in connection with taking up the entitlement prior to 11.00 a.m. on 11 June 2020. Further details are set out in Part IV of this document and will be set out in the Provisional Allotment Letter. (v) If you want to sell all of your rights If you want to instruct your broker to sell all of your rights, you should complete and sign Form X on the Provisional Allotment Letter (if it is not already marked “Original Duly Renounced”) and pass the entire letter to your stockbroker, bank manager or other appropriate financial adviser or to the transferee (provided they are not in the United States or any of the other Excluded Territories). Please note that your ability to sell your rights is dependent on demand for such rights and that the price for Nil Paid Rights may fluctuate. Please ensure that you allow enough time so as to enable the person acquiring your rights to take all necessary steps in connection with taking up the entitlement prior to 11.00 a.m. on 11 June 2020.

14. I ACQUIRED MY EXISTING ORDINARY SHARES PRIOR TO THE RIGHTS ISSUE RECORD DATE AND HOLD MY EXISTING ORDINARY SHARES IN CERTIFICATED FORM. WHAT IF I DO NOT RECEIVE A PROVISIONAL ALLOTMENT LETTER? If the Shareholders approve the Resolutions at the General Meeting to be held on 27 May 2020, and you do not receive a Provisional Allotment Letter but hold your Existing Ordinary Shares in certificated form, this probably means that you are not able to acquire New Ordinary Shares under the Rights Issue. Some Non-CREST Shareholders, however, will not receive a Provisional Allotment Letter but may still be eligible to acquire New Ordinary Shares under the Rights Issue, namely: * Qualifying CREST Shareholders who held their Existing Ordinary Shares in uncertificated form on at the close of business on 22 May 2020 and who have converted them to certificated form; * Shareholders who bought Ordinary Shares before 28 May 2020 and who hold such Ordinary Shares in certificated form but were not registered as the holders of those Ordinary Shares at the close of business on 22 May 2020; and * certain Overseas Shareholders. If you do not receive a Provisional Allotment Letter but think that you should have received one, please call the Shareholder Helpline on 0333 207 6534 or +44 121 415 0855 (if calling from outside the UK). Lines are open 9.00 a.m. to 5.00 p.m., Monday to Friday (excluding bank holidays in England and Wales). Calls from mobile telephones and from outside the UK will be charged at the applicable rate. Calls may be recorded and randomly monitored for security and training purposes. Please note that the Shareholder Helpline operators cannot provide advice on the merits of the Rights Issue nor give financial, tax, investment or legal advice.

15. IF I BUY ORDINARY SHARES AFTER THE RIGHTS ISSUE RECORD DATE, WILL I BE ELIGIBLE TO PARTICIPATE IN THE RIGHTS ISSUE? If you bought Ordinary Shares after the Rights Issue Record Date but prior to 8.00 a.m. on the Ex- Rights Date, you may be eligible to participate in the Rights Issue. If you are in any doubt, please consult your stockbroker, bank or other appropriate financial adviser, or whoever arranged your share purchase, to ensure you claim your entitlement. If you buy Ordinary Shares at or after 8.00 a.m. on 28 May 2020, you will not be eligible to participate in the Rights Issue in respect of those Ordinary Shares.

79 16. I HOLD MY EXISTING ORDINARY SHARES IN CERTIFICATED FORM. IF I TAKE UP MY RIGHTS, WHEN WILL I RECEIVE THE CERTIFICATE REPRESENTING MY NEW ORDINARY SHARES? If you take up your rights under the Rights Issue, share certificates for the New Ordinary Shares are expected to be posted by no later than 26 June 2020.

17. WHAT IF THE NUMBER OF NEW ORDINARY SHARES TO WHICH I AM ENTITLED IS NOT A WHOLE NUMBER? AM I ENTITLED TO FRACTIONS OF NEW ORDINARY SHARES? Your entitlement to New Ordinary Shares will be calculated at the Rights Issue Record Date (other than in the case of those who bought shares after the Rights Issue Record Date but prior to 8.00 am on the Ex-Rights Date who are eligible to participate in the Rights Issue). If the result is not a whole number, you will not be provisionally allotted a New Ordinary Share in respect of the fraction of a New Ordinary Share and your entitlement will be rounded down to the nearest whole number meaning you will not receive any Ordinary Shares in respect of the fractional entitlement.

18. WILL I BE TAXED IF I TAKE UP OR SELL MY RIGHTS OR IF MY RIGHTS ARE SOLD ON MY BEHALF? If you are resident in the United Kingdom for tax purposes, you should not have to pay UK tax when you take up your rights, although the Rights Issue will affect the amount of UK tax you may pay when you subsequently sell your Ordinary Shares. However, assuming that you hold your Ordinary Shares as an investment, rather than for the purposes of a trade, you may (subject to any available exemption or relief) be subject to capital gains tax on any proceeds that you receive from the sale of your rights. Similarly, assuming that you hold your Ordinary Shares as an investment, if you allow, or are deemed to allow, your rights to lapse and receive a cash payment in respect of them, you may (subject to any available exemption or relief) be subject to capital gains tax on any proceeds. However, if the proceeds are “small” as compared to the value of the Existing Ordinary Shares in respect of which the rights arose (broadly, the proceeds do not exceed the greater of (a) £3,000; or (b) 5.0 per cent. of the value of the Existing Ordinary Shares), a capital gains tax charge should not generally arise at that time. Rather, the proceeds will be deducted from the base cost of the holding of the Existing Ordinary Shares for the purposes of computing a chargeable gain or allowable loss on a subsequent disposal. This treatment will not apply if the proceeds are greater than the base cost of the holding of Existing Ordinary Shares. Further information for Qualifying Shareholders who are resident in the United Kingdom for tax purposes is contained in Part IX of this document. This information is intended as a general guide to the current tax position in the United Kingdom and Qualifying Shareholders should consult their own tax advisers regarding the tax treatment of the Rights Issue in light of their own circumstances. Qualifying Shareholders who are in any doubt as to their tax position, or who are subject to tax in any other jurisdiction, should consult an appropriate professional adviser as soon as possible. Please note that the Shareholder Helpline will not be able to assist you with taxation issues.

19. I HOLD MY EXISTING ORDINARY SHARES IN CERTIFICATED FORM. WHAT IF I WANT TO SELL THE NEW ORDINARY SHARES FOR WHICH I HAVE PAID? Provided the New Ordinary Shares have been paid for and you have requested the return of the receipted Provisional Allotment Letter, you can transfer the Fully Paid Rights by completing Form X (the form of renunciation) on the receipted Provisional Allotment Letter in accordance with the instructions set out in the Provisional Allotment Letter until 11.00 a.m. on 11 June 2020. After that time, you will be able to sell your New Ordinary Shares in the normal way. The share certificate relating to your New Ordinary Shares is expected to be despatched to you by no later than 26 June 2020. Pending despatch of the share certificate, instruments of transfer will be certified by the Registrar against the register. Further details are set out in Part IV of this document.

80 20. WHAT SHOULD I DO IF I LIVE OUTSIDE THE UNITED KINGDOM? Whilst you have an entitlement to participate in the Rights Issue, your ability to take up or sell rights to New Ordinary Shares may be affected by the laws of the country in which you live and you should take professional advice as to whether you require any governmental or other consents or need to observe any other formalities to enable you to take up your rights. Shareholders with registered addresses in the United States or any of the other Excluded Territories are, subject to certain limited exceptions, not able to acquire New Ordinary Shares under the Rights Issue. Shareholders with registered addresses in the United States who are QIBs may be able to acquire New Ordinary Shares under the Rights Issue. Your attention is drawn to the information in paragraph 7 of Part IV of this document. For those who are unable to acquire New Ordinary Shares under the Rights Issue, the Company has made arrangements under which the Joint Bookrunners will try to find investors to take up your rights and those of other Shareholders who have not taken up their rights. If the Joint Bookrunners do find investors who agree to pay a premium above the Issue Price and the related expenses of procuring those investors (including any applicable brokerage and commissions and amounts in respect of value added tax), you will be sent a cheque for your share of the amount of that premium provided that this is £5.00 or more. Cheques are expected to be despatched to your address appearing on the Company’s register of members (or to the first-named holder if you hold your Ordinary Shares jointly). If the Joint Bookrunners cannot find investors who agree to pay a premium over the Issue Price and related expenses so that your entitlement would be £5.00 or more, you will not receive any payment and any such amount of less than £5.00 will be retained for the benefit of the Company.

21. WHAT IF I HOLD OPTIONS AND AWARDS UNDER THE HYVE SHARE PLANS? Participants in the Hyve Share Plans will be contacted separately with further information on how their options and awards granted under such plans may be affected by the Rights Issue.

22. HOW DO I TRANSFER MY RIGHTS INTO THE CREST SYSTEM? If you are a Qualifying Non-CREST Shareholder, but are a CREST member and want your New Ordinary Shares to be in uncertificated form, you should complete Form X on the Provisional Allotment Letter and ensure it is delivered to your broker, to be received by 3.00 pm on 8 June 2020 at the latest. CREST sponsored members should arrange for their CREST sponsors to do this. If you have transferred your rights into the CREST system, you should refer to paragraph 5 of Part IV of this document for details on how to pay for the New Ordinary Shares.

23. WHAT SHOULD I DO IF I THINK MY HOLDING OF ORDINARY SHARES IS INCORRECT? If you have recently bought or sold Ordinary Shares, your transaction may not be entered on the Company’s register of members in time to appear on the register at the Rights Issue Record Date. If you are concerned about the figure in the Provisional Allotment Letter or otherwise concerned that your holding of Ordinary Shares is incorrect, please call the Shareholder Helpline on 0333 207 6534 or +44 121 415 0855 (if calling from outside the UK). Lines are open 9.00 a.m. to 5.00 p.m., Monday to Friday (excluding bank holidays in England and Wales). Calls to the Shareholder Helpline from mobile telephone or from outside the UK will be charged at the applicable rate. Calls may be recorded and randomly monitored for security and training purposes. Please note that the Shareholder Helpline operators cannot provide advice on the merits of the Rights Issue nor give financial, tax, investment or legal advice.

24. WHAT SHOULD I DO IF I NEED FURTHER ASSISTANCE? If you have any other questions, please contact Equiniti on 0333 207 6534 or +44 121 415 0855 (if calling from outside the UK). Lines are open from between 9.00 a.m. to 5.00 p.m. (UK time) Monday to Friday (excluding English and Welsh public holidays). Calls to the helpline from outside the UK will be charged at the applicable international rate. Please note that, for legal reasons, Equiniti are only able to provide information contained in this document (other than information relating to the Company’s register of members) and, as such, will be unable to give advice on the merits of the Rights Issue or to provide financial advice. Equiniti staff can explain the options available to you, which forms you need to fill in and how to fill them in correctly.

81 Your attention is drawn to the further terms and conditions of the Rights Issue set out in Part IV (Terms and Conditions of the Rights Issue). The contents of this document or any subsequent communication from the Company, Barclays, HSBC, Numis, or any of their respective affiliates, officers, directors, employees or agents are not to be construed as legal, financial or tax advice. Each prospective investor should consult his, her or its own solicitor, independent financial adviser or tax adviser for legal, financial or tax advice.

82 PART III

INFORMATION ON THE NEW ORDINARY SHARES

1. DESCRIPTION OF THE TYPE AND CLASS OF SECURITIES ADMITTED The New Ordinary Shares will be Ordinary Shares with a nominal value of 10 pence each. The ISIN for the New Ordinary Shares will be that of the Consolidated Ordinary Shares, being GB00BKP36R26. The New Ordinary Shares will be created under the Companies Act and the Articles of Association. The New Ordinary Shares will be credited as fully paid and will be issued free from all liens, equities, charges, encumbrances and other interests, and rank in full for all dividends or other distributions thereafter declared, made or paid on the share capital of the Company, save in respect of any dividend or distribution with a record date falling before the date of the issue of the New Ordinary Shares.

2. LISTING Application has been made to the UK Listing Authority and to the London Stock Exchange for the New Ordinary Shares to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange’s main market for listed securities. Admission is expected to become effective and dealings commence on the London Stock Exchange in the New Ordinary Shares, nil paid, at 8.00 a.m. on 28 May 2020. Listing of the New Ordinary Shares will not be sought on any stock exchange in connection with the Rights Issue other than the London Stock Exchange.

3. FORM AND CURRENCY OF THE NEW ORDINARY SHARES The New Ordinary Shares resulting from the Rights Issue will be issued in registered form and will be capable of being held in certificated and uncertificated form. Title to the certificated New Ordinary Shares will be evidenced by entry in the register of members of the Company and title to uncertificated New Ordinary Shares will, in respect of Shareholders, be evidenced by entry in the operator register maintained by Euroclear UK (which forms part of the register of the Company). The registrars of the Company are Equiniti. If any New Ordinary Shares are converted from uncertificated to certificated form, share certificates will be issued in respect of those shares in accordance with the Articles and applicable legislation. The New Ordinary Shares will be denominated in pounds sterling.

4. RIGHTS ATTACHED TO THE NEW ORDINARY SHARES The New Ordinary Shares will rank pari passu with the Consolidated Ordinary Shares and will rank in full for all dividends and distributions thereafter declared, made or paid on the share capital of the Company. The New Ordinary Shares may be held in certificated or uncertificated form. On a winding up of the Company, the balance of the assets available for distribution, after deduction of any provision made under applicable law and subject to any special rights attaching to any class of Ordinary Shares, shall be applied in repaying to shareholders the amounts paid up on the Ordinary Shares held by them and any surplus assets will belong to the holders of any Ordinary Shares then in issue according to the numbers of Ordinary Shares held by them or, if no Ordinary Shares are then in issue, to the holders of any unclassified shares then in issue according to the numbers of shares held by them. There are no special rights, restrictions or prohibitions as regards voting for the time being attached to any Ordinary Shares and there are no restrictions on the free transferability of the Ordinary Shares

5. DIVIDENDS The Board understands the importance of optimising value for shareholders and believes in balancing returns to shareholders with investment in the business to support future growth. However, the level of dividends per Ordinary Share in future will depend upon, amongst other things, expected future earnings, capital requirements of the Group and general prevailing financial and business conditions.

83 The Board has taken the decision not to pay a dividend for the current financial year, during which it will continue to invest in the Group’s Core Events. In addition, the terms of the Second Waiver Letter provide that, whilst the amendments to the Facilities introduced by the Second Waiver Letter are in place, the Company is precluded from paying dividends without obtaining the consent of the majority of the Group’s lenders. The payment of dividends by the Company to its Shareholders is therefore restricted pursuant to the terms of the Second Waiver Letter. The Board understands the importance of optimising value for Shareholders and it is the Directors’ intention to return to paying a dividend once they believe it is financially prudent for the Group to do so, following the Group again becoming compliant with the covenants in the Facilities (prior to their amendment by the Waiver Letters) and having repaid the deferred loan amortisation payments. Subject to the provisions of the Companies Act and the Articles (and the restrictions contained in the Second Waiver Letter summarised above), the Company may pay dividends upon a recommendation by the Board and approval by a majority of the Shareholders, who have the right to decrease but not to increase the amount of the dividend recommended by the Board. Such dividends are known as final dividends and become a debt payable to Shareholders when they are approved by the Shareholders. Subject to the provisions of the Companies Act and the Articles, the Board may declare and pay dividends without Shareholder approval. Such dividends are known as interim dividends and, unlike final dividends, become a debt payable to the Shareholders only upon actual payment. The Board has historically declared an interim dividend on Ordinary Shares in respect of the first half of a financial year representing a proportion of the total anticipated dividend distribution for the full financial year. If an interim dividend is declared, it is usually paid in July or August with any final dividend being paid in January or February. Dividends are declared and paid in pounds sterling to registered Shareholders. The dividends (in pence) paid on the Ordinary Shares in respect of the last three years were as follows:

Dividend per Ordinary Share Relevant Dividend (pence)

2019 final dividend 1.6 2019 interim dividend 0.9 2018 final dividend 1.0 2018 interim dividend 1.5 2017 final dividend 2.5 2017 interim dividend 1.5 2016 final dividend 3.0 2016 interim dividend 1.5 2015 final dividend 4.9 2015 interim dividend 2.5

6. AUTHORISATIONS RELATING TO THE NEW ORDINARY SHARES The New Ordinary Shares are being allotted under the authority to be obtained by the passing of each of the Resolutions at the General Meeting.

7. DATES OF ALLOCATION AND SETTLEMENT The New Ordinary Shares will be provisionally allotted to all Qualifying Shareholders. The provisional allotment is expected to be confirmed on the Ex-Rights Date. Dealings in the New Ordinary Shares, fully paid, are expected to commence on the London Stock Exchange on 12 June 2020.

8. DESCRIPTION OF RESTRICTIONS ON FREE TRANSFERABILITY Save as set out below, the New Ordinary Shares are freely transferable.

84 The Company may, under the Companies Act, send out statutory notices to those it knows or has reasonable cause to believe have an interest in its shares, asking for details of those who have an interest and the extent of their interest in a particular holding of Ordinary Shares. When a person receives a statutory notice and fails to provide any information required by the notice within the time specified in it, the Company can apply to the court for an order directing, amongst other things, that any transfer of the shares which are the subject of the statutory notice is void. The Directors may also, without giving any reason, refuse to register the transfer of any Ordinary Shares which are not fully paid.

9. MANDATORY TAKEOVER BIDS, SQUEEZE-OUT AND SELL-OUT RULES The Company is subject to the City Code on Takeovers and Mergers. Other than as provided by the City Code on Takeovers and Mergers and Chapter 3 of Part 28 of the Companies Act, there are no rules or provisions relating to mandatory bids and/or squeeze out and sell-out rules relating to Ordinary Shares.

10. PUBLIC TAKEOVER BIDS IN THE LAST AND CURRENT FINANCIAL YEAR There have been no public takeover bids by third parties in respect of the share capital of the Company in the last or current financial year.

11. TAXATION Please see paragraphs 1-4 of Part IX (Taxation) for information relating to UK taxation (including a discussion of UK stamp duty and SDRT which is relevant to holders of New Ordinary Shares, irrespective of their tax residence). Please see paragraph 5 of Part IX (Taxation) for information relating to US taxation.

85 PART IV

TERMS AND CONDITIONS OF THE RIGHTS ISSUE

1. SUMMARY OF THE RIGHTS ISSUE 1.1 Pursuant to the Rights Issue the Company is proposing to raise approximately £126.6 million gross proceeds, by way of a rights issue of up to 183,550,558 New Ordinary Shares at the Issue Price. 1.2 Qualifying Shareholders who do not, or are not able or permitted to, take up any of their Nil Paid Rights in will have their proportionate shareholdings in the Company diluted by approximately 69.2 per cent. as a result of the Rights Issue. 1.3 The Issue Price of 69 pence per New Ordinary Share represents a discount of approximately 39.0 per cent. to the theoretical ex-rights price based on the closing middle-market price of an Existing Ordinary Share as derived from SEDOL of 21.5 pence per Existing Ordinary Share on the Reference Date and multiplied by ten to reflect the Share Consolidation.

2. TERMS AND CONDITIONS OF THE RIGHTS ISSUE 2.1 Subject to the terms and conditions set out below (and, in the case of Qualifying Non- CREST Shareholders, the Provisional Allotment Letter), the New Ordinary Shares will be offered for subscription by way of a rights issue to Qualifying Shareholders on the following basis: 9 New Ordinary Shares at 69 pence each for every 40 Existing Ordinary Shares this is equivalent to 9 New Ordinary Shares at 69 pence each for every 4 Consolidated Ordinary Shares held and registered in the name of each Qualifying Shareholder on the Rights Issue Record Date and so in proportion for any other number of Existing Ordinary Shares then held. Qualifying Shareholders with fewer than 5 Existing Ordinary Shares will not be entitled to any New Ordinary Shares. Entitlements to New Ordinary Shares will be rounded down to the nearest whole number (or to zero in the case of Qualifying Shareholders holding fewer than 5 Existing Ordinary Shares). Fractions of New Ordinary Shares will not be allotted to Qualifying Shareholders and fractional entitlements will be rounded down to the nearest whole number of New Ordinary Shares and discarded. Holdings of Existing Ordinary Shares in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating entitlements under the Rights Issue. 2.2 The Nil Paid Rights (also described as New Ordinary Shares, nil paid) are entitlements to buy New Ordinary Shares at the Issue Price. The Fully Paid Rights are entitlements to receive New Ordinary Shares for which subscription and payment has already been made. 2.3 Qualifying Shareholders who do not, or are not able or permitted to, take up any of their Nil Paid Rights will experience dilution of their shareholdings by 69.2 per cent. as a result of the Rights Issue. Those Qualifying Shareholders who take up the New Ordinary Shares provisionally allotted to them in full will, subject to the rounding down and sale of any fractions, retain the same proportionate voting and distribution rights as held by them on the Rights Issue Record Date. 2.4 The attention of all Qualifying Shareholders and any other person (including, without limitation, custodians, nominees and trustees) who has a contractual or legal obligation to forward this document into a jurisdiction other than the UK is drawn to paragraphs 7 and 9 of this Part IV below. New Ordinary Shares will be provisionally allotted (nil paid) to all Qualifying Shareholders on the Register at the Rights Issue Record Date. However, subject to certain exceptions, Qualifying Shareholders who have a registered address in the Excluded Territories or who are otherwise located in the Excluded Territories have not been and will not be sent Provisional Allotment Letters and have not and will not have their CREST accounts credited with Nil Paid Rights.

86 2.5 The Existing Ordinary Shares are listed on the premium listing segment of the Official List and traded on the London Stock Exchange’s Main Market for listed securities. Application will be made to the UK Listing Authority and to the London Stock Exchange for the New Ordinary Shares and the Consolidated Ordinary Shares to be admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange’s Main Market for listed securities, respectively. 2.6 It is expected that Admission will become effective on 28 May 2020 and that dealings in the Nil Paid Rights, will commence at 8.00 a.m. on the same day. 2.7 The New Ordinary Shares and the Existing Ordinary Shares are in registered form and can be held in certificated and uncertificated form via CREST. 2.8 The Existing Ordinary Shares are already admitted to CREST. No further application for admission to CREST is required for the New Ordinary Shares. All such New Ordinary Shares, when issued and fully paid, may be held and transferred by means of CREST. 2.9 The New Ordinary Shares will be issued pursuant to the authority to be granted under the Rights Issue Resolution being proposed at the General Meeting. The New Ordinary Shares, when fully paid, will rank pari passu with the Consolidated Ordinary Shares. Further details of the New Ordinary Shares are set out in Part III of this document. 2.10 As a result of the Share Consolidation, the ISIN for the Existing Ordinary Shares will no longer apply on the day following the Consolidation Record Date. The ISIN for the Consolidated Ordinary Shares will be GB00BKP36R26 on the day following the Consolidation Record Date. The ISIN for the New Ordinary Shares will be the same as the ISIN for the Consolidated Ordinary Shares, being GB00BKP36R26 and the SEDOL will be 0579005. The ISIN for the Nil Paid Rights will be GB00BKP36P02 and the SEDOL will be BKP36P0. The ISIN for the Fully Paid Rights will be GB00BKP36Q19 and the SEDOL will be BKP36Q1. 2.11 None of the New Ordinary Shares are being made available to the public other than pursuant to the Rights Issue on the terms and subject to the conditions set out in this document and, in the case of Qualifying Non-CREST Shareholders holding certificated shares, any relevant Provisional Allotment Letter. 2.12 The Rights Issue has been fully underwritten by the Joint Bookrunners in accordance with the terms of the Underwriting Agreement and is conditional on, inter alia: 2.12.1 the passing without amendment (which, in the good faith opinion of any Joint Bookrunner, is material in the context of the Rights Issue and/or Admission) at the General Meeting of the Resolutions and that such Resolutions remain in force; and 2.12.2 Admission becoming effective by not later than 8.00 a.m. on 28 May 2020 (or such later date as the Company and the Joint Bookrunners may agree, not being later than 8.00 a.m. on 11 June 2020). 2.13 The Underwriting Agreement may be terminated by the Joint Bookrunners prior to Admission upon the occurrence of certain specified events, in which case the Rights Issue will not proceed. The Joint Bookrunners may arrange sub-underwriting for some, or none, of the New Ordinary Shares. The Underwriting Agreement is not capable of termination following Admission. A summary of the principal terms of the Underwriting Agreement is set out in paragraph 8.1 of Part X (Additional Information) of this document. The Joint Bookrunners’ obligations under the Underwriting Agreement are conditional upon certain matters being satisfied or not breached prior to Admission. If these conditions are not satisfied or (where permitted) waived by Admission, the Underwriting Agreement will terminate, in which case the Rights Issue will be revoked and will not proceed and the provisional allotments will lapse. After Admission, the Joint Bookrunners have no right to terminate the Underwriting Agreement. 2.14 The Joint Bookrunners and their respective affiliates may, in accordance with the applicable legal and regulatory provisions, engage in transactions in relation to the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise. Except as required by applicable law or regulation, the Joint Bookrunners do not propose to make any public disclosure in relation to such transactions.

87 2.15 In connection with the Rights Issue, the Joint Bookrunners and their respective affiliates, acting as an investor for its own account, may take up New Ordinary Shares in the Rights Issue and in that capacity may retain, purchase or sell for their own account such securities and any New Ordinary Shares or related investments and may offer to sell such New Ordinary Shares or other investments otherwise than in connection with a Rights Issue. Accordingly, references in this document to New Ordinary Shares being offered or placed should be read as including any offering or placement of New Ordinary Shares to the Joint Bookrunners or any of their respective affiliates acting in such capacity. None of the Joint Bookrunners or their respective affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so. In addition, the Joint Bookrunners or their respective affiliates may enter into financing arrangements (including swaps or contract for differences) with investors in connection with which the Joint Bookrunners may from time to time acquire, hold or dispose of New Ordinary Shares. 2.16 Applications will be made for the Nil Paid Rights and the Fully Paid Rights to be admitted to CREST. Euroclear requires the Company to confirm to it that certain conditions are satisfied before Euroclear will admit any security to CREST. As soon as practicable after Admission, the Company will confirm this to Euroclear. It is expected that these conditions will be satisfied on Admission. 2.17 In addition, the Company reserves the right to decide not to proceed with the Rights Issue if the Underwriting Agreement is terminated at any time prior to Admission and commencement of dealings in the Nil Paid Rights. 2.18 Subject, inter alia, to the conditions referred to in paragraphs 2.12.1 to 2.12.2 above being satisfied and save as provided in paragraph 7 of this Part IV, it is intended that: 2.18.1 Provisional Allotment Letters (which constitute temporary documents of title) in respect of Nil Paid Rights will be despatched to Qualifying Non-CREST Shareholders (other than, subject to certain exceptions, Qualifying Shareholders with a registered address in the Excluded Territories, or who are otherwise located in any Excluded Territory, or any agent or intermediary of those Qualifying Shareholders, except where the Company is satisfied that such action would not result in the contravention of any registration or other legal requirement in any jurisdiction) following the General Meeting on 27 May 2020; 2.18.2 the Receiving Agent will instruct Euroclear UK & Ireland to credit the appropriate stock accounts of Qualifying CREST Shareholders (other than Qualifying CREST Shareholders with a registered address in the Excluded Territories or who are otherwise located in any Excluded Territory, or any agent or intermediary of those Qualifying CREST Shareholders, except where the Company is satisfied that such action would not result in the contravention of any registration or other legal requirement in any jurisdiction) with their entitlements to Nil Paid Rights with effect from 8.00 am on 28 May 2020; 2.18.3 the Nil Paid Rights and Fully Paid Rights will be enabled for settlement by Euroclear UK & Ireland on 28 May 2020, as soon as practicable after the Company has confirmed to Euroclear UK & Ireland that all the conditions for admission of the Nil Paid Rights and the Fully Paid Rights to CREST have been satisfied; 2.18.4 the New Ordinary Shares will be credited to the appropriate CREST accounts of the relevant Qualifying CREST Shareholders (or relevant renouncees) who validly take up their Nil Paid Rights as soon as practicable after 8.00 a.m. on 12 June 2020; and 2.18.5 share certificates in respect of New Ordinary Shares taken up are expected to be posted to the relevant Qualifying Non-CREST Shareholders (or relevant renouncees) no later than 26 June 2020 at their own risk. 2.19 This document constitutes the offer of New Ordinary Shares to all Qualifying CREST Shareholders (other than, subject to certain exceptions, Qualifying CREST Shareholders with a registered address in the Excluded Territories or who are otherwise located in any Excluded Territory, or any agent or intermediary of those Qualifying Shareholders, except where the Company and the Joint Bookrunners are satisfied that such action would not result in the contravention of any registration or other legal requirement in any

88 jurisdiction) by way of enablement of the Nil Paid Rights and the Fully Paid Rights (as set out in paragraph 2.18.3 above); and to Qualifying Non-CREST Shareholders (other than Qualifying Non-CREST Shareholders with a registered address in the Excluded Territories or who are otherwise located in any Excluded Territory; or any agent or intermediary of those Qualifying Non-CREST Shareholders, except where the Company is satisfied that such action would not result in the contravention of any registration or other legal requirement in any jurisdiction) by way of a Provisional Allotment Letter (as set out in paragraph 2.18.1 above). 2.20 All documents, including Provisional Allotment Letters (which constitute temporary documents of title), cheques and certificates posted to or by or from Qualifying Shareholders and/or their respective transferees or renouncees (or their agents, as appropriate) will be posted at their own risk. Any person accepting and/or renouncing a Provisional Allotment Letter or requesting registration of the New Ordinary Shares comprised therein and any CREST member or CREST sponsored member who makes a valid acceptance in accordance with the procedures set out in paragraphs 4.2 and 5.2 of this Part IV of this document is deemed to have made the representations and warranties set out in paragraphs 5.2.4 and 7.6 of this Part IV of this document. 2.21 If for any reason it becomes necessary to adjust the expected timetable as set out in this document, the Company will make an appropriate announcement to a Regulatory Information Service giving details of the revised dates. 2.22 Pursuant to the Companies Act 2006, the offer of New Ordinary Shares to Qualifying Shareholders who have no registered address in an EEA State and who have not given to the Company an address in an EEA State for the serving of notices will be made to such Qualifying Shareholders through a notice in the London Gazette, details of which are provided in paragraph 9 of this Part IV (Terms and Conditions of the Rights Issue). Shareholders taking up their rights by completing a Provisional Allotment Letter or by sending an MTM Instruction to Euroclear will be deemed to have given the representations and warranties set out in paragraph 10 of this Part IV (Terms and Conditions of the Rights Issue) unless such requirement is waived by the Company and the Joint Bookrunners. The attention of Overseas Shareholders is drawn to paragraph 7 of this Part IV. 2.23 The New Ordinary Shares will, when issued and fully paid, rank pari passu in all respects with the Consolidated Ordinary Shares, including the right to receive all dividends or other distributions made, paid or declared after the date of issue of the New Ordinary Shares. There will be no restrictions on the free transferability of the New Ordinary Shares save as provided in the Articles. The rights attaching to the New Ordinary Shares are governed by the Articles. 2.24 Shareholders taking up their rights by completing a Provisional Allotment Letter or by sending a MTM instruction to Euroclear will be deemed to have given the representations and warranties set out in paragraph 5.2.4 and 7.6 of this Part IV, unless the requirement is waived by the Company.

3. ACTION TO BE TAKEN 3.1 The action to be taken in respect of New Ordinary Shares depends on whether, at the relevant time, the Nil Paid Rights or Fully Paid Rights in respect of which action is to be taken are in certificated form (that is, are represented by Provisional Allotment Letters) or in uncertificated form (that is, are in CREST). 3.2 If you are a Qualifying Non-CREST Shareholder and (subject to certain limited exceptions, as set out in paragraph 7 of this Part IV) do not have a registered address in the Excluded Territories, please refer to paragraphs 1, 2, 4 and 7 to 14 (inclusive) of this Part IV. 3.3 If you are a Qualifying CREST Shareholder and (subject to certain limited exceptions, as set out in paragraph 7 of this Part IV) do not have a registered address in the Excluded Territories, please refer to paragraphs 1, 2, 5 and 7 to 14 (inclusive) of this Part IV and to the CREST Manual for further information on the CREST procedures referred to below. 3.4 If you are a Qualifying CREST Shareholder or a Qualifying Non-CREST Shareholder, either (i) with a registered address in an Excluded Territory, or (ii) holding Ordinary Shares on behalf of, or for the account or benefit of any person on a non-discretionary basis who is in an External Territory, please refer to paragraph 7 below.

89 3.5 CREST sponsored members should refer to their CREST sponsors, as only their CREST sponsors will be able to take the necessary actions specified below to take up the entitlements or otherwise to deal with the Nil Paid Rights or Fully Paid Rights of CREST sponsored members. 3.6 All enquiries in relation to the Provisional Allotment Letters should be addressed to Equiniti Limited as the Receiving Agent. If you have any questions, please call the Shareholder Helpline on 0333 207 6534 or +44 121 415 0855 (if calling from outside the UK). Lines are open 9.00 a.m. to 5.00 p.m., Monday to Friday (excluding bank holidays in England and Wales). Calls may be recorded and randomly monitored for security and training purposes. Calls from outside the United Kingdom will be charged at the applicable international rate. Please note that the Shareholder Helpline operators cannot provide advice on the merits of the Proposed Acquisition or Rights Issue or give financial, tax, investment or legal advice.

4. ACTION TO BE TAKEN BY QUALIFYING NON-CREST SHAREHOLDERS IN RELATION TO NIL PAID RIGHTS REPRESENTED BY PROVISIONAL ALLOTMENT LETTERS 4.1 General 4.1.1 Provisional Allotment Letters are expected to be despatched to Qualifying Non-CREST Shareholders (other than, subject to certain limited exceptions, as set out in paragraph 7 of this Part IV, Qualifying Non-CREST Shareholders with registered addresses in the Excluded Territories) following the General Meeting on 27 May 2020. 4.1.2 Each Provisional Allotment Letter will set out: (i) the holding on the Rights Issue Record Date of Existing Ordinary Shares on which a Qualifying Non-CREST Shareholder’s entitlement to New Ordinary Shares has been based; (ii) the aggregate number of New Ordinary Shares provisionally allotted to that Qualifying Non-CREST Shareholder; (iii) the amount payable by a Qualifying Non-CREST shareholder at the Issue Price to take up his entitlement in full; (iv) the procedures to be followed if a Qualifying Non-CREST Shareholder wishes to dispose of all or part of his entitlement or to convert all or part of his entitlement into uncertificated form; and (v) instructions regarding acceptance and payment, consolidation, splitting and registration of renunciation. 4.1.3 If you sell or have sold or otherwise transferred all of your Existing Ordinary Shares (other than ex-rights) in certificated form before the Ex-Rights Date, please send any Provisional Allotment Letter, if and when received, at once to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee except that no Provisional Allotment Letter should be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of local securities laws or regulations, including but not limited to the United States or any of the other Excluded Territories. 4.1.4 If you sell or transfer or have sold or otherwise transferred only part of your holding of Existing Ordinary Shares (other than ex-rights) held in certificated form before the Ex-Rights Date, you should refer to the instruction regarding split applications in paragraph 4.9 of this Part IV. 4.1.5 If you do not receive a Provisional Allotment letter or you think that the holding of Existing Ordinary Shares in certificated form on which your entitlement to New Ordinary Shares in the Provisional Allotment Letter has been based does not reflect your holding of Existing Ordinary Shares in certificated form on the Rights Issue Record Date, please telephone the Receiving Agent on the numbers set out in paragraph 3.6 of this Part IV.

90 4.1.6 If the Rights Issue is delayed so that Provisional Allotment Letters cannot be despatched on 27 May 2020, the expected timetable on pages 37 and 38 of this document will be adjusted accordingly and the revised dates will be set out in the Provisional Allotment Letters and announced through a Regulatory Information Service. References to dates and times in this document should be read as subject to any such adjustment. 4.1.7 On the basis that Provisional Allotment Letters are posted on 27 May 2020 and that dealings commence at 8.00 a.m. on 28 May 2020, the latest time and date for acceptance and payment in full will be 11.00 a.m. on 11 June 2020. Assuming that dealings commence at 8.00 a.m. on 28 May 2020, the latest time and date for requesting a Cashless Take-up or a disposal of all Nil Paid Rights through the Special Dealing Service will be 5.00 pm on 4 June 2020. 4.2 Procedure for acceptance and payment 4.2.1 Qualifying Non-CREST Shareholders who wish to accept in full Holders of Provisional Allotment Letters who wish to take up all of their Nil Paid Rights must return the Provisional Allotment Letter in accordance with the instructions thereon, together with a cheque or banker’s draft, made payable to “Equiniti Limited re: Hyve Group plc Rights Issue” for the full amount payable on acceptance, in accordance with the instructions printed on the Provisional Allotment Letter, by post or by hand (during normal business hours) to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex, England BN99 6DA, so as to be received as soon as possible and, in any event, not later than 11.00 a.m. on 11 June 2020. A reply-paid envelope is enclosed for use within the United Kingdom only. If you post your Provisional Allotment Letter, it is recommended that you allow sufficient time for delivery. Please note that payments via CHAPS, BACS or electronic transfer will not be accepted. Once your Provisional Allotment Letter duly completed and payment have been received by the Registrar in accordance with the above, you will have accepted the offer to subscribe for the number of New Ordinary Shares specified on your Provisional Allotment Letter. 4.2.2 Qualifying Non-CREST Shareholders who do not wish to take up their rights at all Holders of Provisional Allotment Letters who do not wish to take up their rights at all do not need to do anything. If Qualifying Non-CREST Shareholders do not return the Provisional Allotment Letter by 11.00 a.m. on 11 June 2020, the Company has made arrangements under which the Joint Bookrunners will try to find investors to take up such Shareholders’ rights. If they do find investors and are able to achieve a premium over the Issue Price and the related expenses of procuring those investors (including any applicable brokerage and commissions and amounts in respect of VAT which are not recoverable), Qualifying Non-CREST Shareholders so entitled will be sent a cheque for the amount of that aggregate premium above the Issue Price less related expenses (including any applicable brokerage and commissions and amounts in respect of VAT which are not recoverable), so long as the amount in question is at least £5.00. Any amounts of less than £5.00 will be retained for the benefit of the Company. 4.2.3 Qualifying Non-CREST Shareholders who wish to accept in part Holders of Provisional Allotment Letters who wish to take up some but not all of their rights should refer to paragraph 4.9 of this Part IV. 4.2.4 Qualifying Non-CREST Shareholders who wish to dispose of some or all of their Nil Paid Rights Any Qualifying Non-CREST Shareholder who is permitted to, and wishes to, dispose of all or part of his or her Nil Paid Rights should contact his or her stockbroker or bank or other appropriate authorised independent financial adviser to arrange the disposal of those Nil Paid Rights in the market. The stockbroker, bank or other authorised independent financial adviser will require the Provisional Allotment Letter to arrange such a disposal and you will need to make arrangements with the stockbroker, bank or other authorised independent financial adviser for the completion of the Provisional Allotment Letter and its despatch to the stockbroker, bank or other authorised independent financial adviser.

91 Qualifying Non-CREST Shareholders who are individuals with a registered address in the United Kingdom or in any other jurisdiction in the EEA and who wish to sell all of the Nil Paid Rights to which they are entitled may elect to do so using the Special Dealing Service. Further details are set out in paragraphs 4.2.5 and 4.2.6 below and paragraph 4.8 of this Part IV (Terms and Conditions of the Rights Issue). 4.2.5 Qualifying Non-CREST Shareholders who wish to effect a Cashless Take-up through the Special Dealing Service Holders of Provisional Allotment Letters who wish to effect a Cashless Take-up through the Special Dealing Service should enter an X in the box in Option 4 “CASHLESS TAKE-UP” on page 1 of the Provisional Allotment Letter, complete Part 2 at the bottom of page 1 of the Provisional Allotment Letter and return their Provisional Allotment Letter by post to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex, England BN99 6DA, or by hand (during normal business hours only) to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex, England BN99 6DA, so as to be received as soon as possible and, in any event, not later than 5.00 p.m. on 4 June 2020, the latest time and date for requesting a Cashless Take-up. A business reply-paid envelope is enclosed with the Provisional Allotment Letter for use within the United Kingdom only. If you post your Provisional Allotment Letter within the United Kingdom by first class post, it is recommended that you allow at least four Business Days for delivery. Please note the Receiving Agent will charge no commission for effecting a Cashless Take-up through the Special Dealing Service. The terms and conditions of the Special Dealing Service accompany the Provisional Allotment Letters or are available on request from the Receiving Agent. Shareholders using such service should note that they will be clients of the Receiving Agent and not of the Company when using this service. The Receiving Agent rather than the Company will be responsible, therefore, for providing the protections afforded by the UK regulatory regime to clients for whom such services are provided. The Company is not providing advice to Shareholders on dealing in its Ordinary Shares. Please refer to paragraph 4.8.2 for further details of the Special Dealing Service. 4.2.6 Qualifying Non-CREST Shareholders who wish to dispose of all of their Nil Paid Rights through the Special Dealing Service Holders of Provisional Allotment Letters who wish to dispose of all of their Nil Paid Rights through the Special Dealing Service should enter an X in the box in Option 3 “SELL ALL” on page 1 of the Provisional Allotment Letter, complete Part 2 at the bottom of page 1 of the Provisional Allotment Letter return their Provisional Allotment Letter by post to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex, England BN99 6DA, or by hand (during normal business hours only) to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex, England BN99 6DA, so as to be received as soon as possible and, in any event, not later than 5.00 p.m. on 4 June 2020, the latest time and date for requesting disposals of Nil Paid Rights through the Special Dealing Service. A business reply-paid envelope is enclosed with the Provisional Allotment Letter for use within the United Kingdom only. If you post your Provisional Allotment Letter within the United Kingdom by first class post, it is recommended that you allow at least four Business Days for delivery. Please note that the Receiving Agent will charge no commission for disposing of all your Nil Paid Rights through the Special Dealing Service. The terms and conditions of the Special Dealing Service accompany the Provisional Allotment Letters or are available on request from Equiniti Limited. Shareholders using such service should note that they will be clients of the Receiving Agent and not of the Company when using this service. The Receiving Agent rather than the Company will be responsible, therefore, for providing the protections afforded by the UK regulatory regime to clients for whom such services are provided. The Company is not providing advice to Shareholders on dealing in its Ordinary Shares. Please refer to paragraph 4.8.1 for further details of the Special Dealing Service. 4.2.7 Payments made by Qualifying Non-CREST Shareholders must be made in pounds sterling by cheque or banker’s draft made payable to “Equiniti Limited re: Hyve Group plc Rights Issue” and crossed “A/C payee only”. Qualifying Non- CREST Shareholders should write their Shareholder Reference Number (indicated at

92 the top of page 1 of the Provisional Allotment Letter) on the reverse of the cheque or banker’s draft. Third party cheques may not be accepted with the exception of building society cheques or banker’s drafts where the building society or bank has inserted details of the name of the account holder and have either added the building society or bank branch stamp or have provided a supporting letter confirming the source of funds. The name of the account holder should be the same as the name of the shareholder shown on page 1 or page 4 of the Provisional Allotment Letter. Post-dated cheques will not be accepted. Cheques or banker’s drafts must be drawn on an account at a branch (which must be in the United Kingdom, the Channel Islands or the Isle of Man) of a bank or building society which is either a settlement member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which has arranged for its cheques and banker’s drafts to be cleared through facilities provided by either of these companies. Such cheques and banker’s drafts must bear the appropriate sorting code in the top right-hand corner. Cash will not be accepted. Cheques and banker’s drafts will be presented for payment on receipt. The Company reserves the right to instruct the Receiving Agent to seek special clearances of cheques and banker’s drafts to allow value to be obtained for remittances at the earliest opportunity. No interest will be allowed on payments made before they are due and any interest on such payments ultimately will accrue for the benefit of the Company. It is a term of the Rights Issue that cheques shall be honoured on first presentation, and the Company and the Joint Bookrunners may elect to treat as invalid any acceptances in respect of which cheques are not so honoured. If New Ordinary Shares have already been allotted to Qualifying Non-CREST Shareholders prior to any payment not being so honoured or such Qualifying Non-CREST Shareholder’s acceptance being treated as invalid, the Company and the Joint Bookrunners may (in their absolute discretion as to manner, timing and terms) make arrangements for the sale of such shares on behalf of those Qualifying Non-CREST Shareholders and hold the proceeds of sale (net of the Company’s reasonable estimate of any loss that it has suffered as a result of the acceptance being treated as invalid and of the expenses of sale including, without limitation, any stamp duty or SDRT payable on the transfer of such shares, and of all amounts payable by such Qualifying Non-CREST Shareholders pursuant to the provisions of this Part IV in respect of the acquisition of such shares) on behalf of such Qualifying Non-CREST Shareholders. None of the Company, the Joint Bookrunners or any other person shall be responsible for, or have any liability for, any loss, expenses or damage suffered by such Qualifying Non-CREST Shareholders as a result. If a cheque or banker’s draft sent by a Qualifying Non-CREST Shareholder is drawn for an amount different from that set out in Box 3 of that Qualifying Non- CREST Shareholder’s Provisional Allotment Letter, that Shareholder’s application shall be treated as an acceptance in respect of such whole number of New Ordinary Shares which could be acquired at the Issue Price with the amount for which the cheque or banker’s draft is drawn (and not the amount set out in Box 3 of the Provisional Allotment Letter). Any balance from the amount of the cheque will be retained for the benefit of the Company. 4.3 Discretion as to validity of acceptances 4.3.1 If payment is not received in full by 11.00 a.m. on 11 June 2020, the provisional allotment will (unless the Company has exercised its right to treat as valid an acceptance, as set out below) be deemed to have been declined and lapsed. The Company and the Joint Bookrunners may elect, but shall not be obliged, to treat as valid: (a) Provisional Allotment Letters and accompanying remittances that are received through the post not later than 8.00 a.m. on 12 June 2020 (being the day immediately following the last date for acceptance and payment) (the cover bearing a legible postmark not later than 11.00 a.m. on 11 June 2020); and (b) acceptances in respect of which a remittance is received prior to 11.00 a.m. on 11 June 2020 from an authorised person (as defined in section 31(2) of the FSMA) specifying the number of New Ordinary Shares to be acquired and undertaking to lodge the relevant Provisional Allotment Letter, duly completed, in due course. 4.3.2 The Company may also (with the agreement of the Joint Bookrunners) treat a Provisional Allotment Letter as valid and binding on the person(s) by whom or on

93 whose behalf it is lodged even if it is not completed in accordance with the relevant instructions or is not accompanied by a valid power of attorney where required. 4.3.3 The Company, having first obtained the prior written consent of the Joint Bookrunners (not to be unreasonably withheld or delayed), reserves the right to treat as invalid any acceptance or purported acceptance of the New Ordinary Shares that appears to the Company and the Joint Bookrunners to have been executed in, despatched from or that provides an address for delivery of share certificates for New Ordinary Shares in the United States or any other Excluded Territory unless the Company and the Joint Bookrunners are satisfied that such action would not result in the contravention of any registration or other legal requirement in any jurisdiction. 4.3.4 The provisions of this paragraph 4.3 and any other terms of the Rights Issue relating to Qualifying Non-CREST Shareholders may be waived, varied or modified as regards specific Qualifying Non-CREST Shareholder(s) or on a general basis by the Company and the Joint Bookrunners. 4.3.5 A Qualifying Non-CREST Shareholder who makes a valid acceptance and payment in accordance with this paragraph 4.3 is deemed to request that the New Ordinary Shares to which they will become entitled be issued to them on the terms set out in this document and subject to the Articles of Association.

4.4 Payments 4.4.1 All payments must be made in pounds sterling by cheque or banker’s draft made payable to “Equiniti Limited re: Hyve Group plc Rights Issue”. Third party cheques may not be accepted with the exception of building society cheques or banker’s drafts where the building society or bank has inserted details of the name of the account holder and have either added the building society or bank branch stamp or have provided a supporting letter confirming the source of funds. The name of the account holder should be the same as the name of the shareholder shown on page 1 or page 4 of the Provisional Allotment Letter. Post-dated cheques will not be accepted. Cheques or banker’s drafts must be drawn on the personal account to which the Qualifying Non- CREST Shareholder (or their nominees) has sole or joint title to the funds. Such payments will be held by the Registrar to the order of the Company. Cheques or banker’s drafts must be drawn on an account at a branch (which must be in the United Kingdom, the Channel Islands or the Isle of Man) of a bank or building society which is either a settlement member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which has arranged for its cheques and banker’s drafts to be cleared through facilities provided by either of these companies. Such cheques and banker’s drafts must bear the appropriate sorting code in the top right- hand corner. Neither post-dated cheques nor payments via CHAPS, BACS or electronic transfer will be accepted. Cheques and banker’s drafts will be presented for payment on receipt. It is a term of the Rights Issue that cheques shall be honoured on first presentation, and the Company may elect to treat as invalid any acceptances in respect of which cheques are not so honoured. Return of the Provisional Allotment Letter with a cheque will constitute a warranty that the cheque will be honoured on first presentation. 4.4.2 The Company reserves the right to instruct the Registrar to seek special clearance of cheques or banker’s drafts to allow value to be obtained for remittances at the earliest opportunity. No interest will be paid on payments made before they are due. All documents, cheques, and banker’s drafts sent through the post will be sent at the risk of the sender. If New Ordinary Shares have already been issued to Qualifying Non- CREST Shareholders prior to any payment not being so honoured or such Qualifying Non-CREST Shareholders’ acceptances being treated as invalid, the Company may (in its absolute discretion as to manner, timing and terms) make arrangements for the sale of such New Ordinary Shares on behalf of those Qualifying Non-CREST Shareholders and hold the proceeds of sale (net of the Company’ reasonable estimate of any loss that they have suffered as a result of the payment not being honoured or the acceptance being treated as invalid and of the expenses of sale, and of all amounts payable by such Qualifying Non-CREST Shareholders pursuant to the provisions of this Part IV in respect of the acquisition of such New Ordinary Shares) on behalf of such Qualifying Non-CREST Shareholders. None of the Company, the Joint Bookrunners or

94 any other person shall be responsible for, or have any liability for, any loss, expenses or damage suffered by Qualifying Non-CREST Shareholders as a result. 4.5 Money Laundering Regulations 4.5.1 It is a term of the Rights Issue that, to ensure compliance with the Money Laundering Regulations, the Registrar may require, at its absolute discretion, verification of the identity of the person by whom or on whose behalf the Provisional Allotment Letter is lodged with payment (which requirements are referred to below as the “verification of identity requirements”). If the Provisional Allotment Letter is submitted by a UK regulated broker or intermediary acting as agent and which is itself subject to the Money Laundering Regulations, any verification of identity requirements are the responsibility of such broker or intermediary and not of the Registrar. In such case, the lodging agent’s stamp should be inserted on the Provisional Allotment Letter. The person lodging the Provisional Allotment Letter with payment and in accordance with the other terms as described above (the “acceptor”), including any person who appears to the Registrar to be acting on behalf of some other person, shall thereby be deemed to agree to provide the Registrar with such information and other evidence as the Registrar may require to satisfy the verification of identity requirements. 4.5.2 The Registrar may therefore undertake electronic searches, including using a credit reference agency, for the purposes of verifying identity. To do so, the Registrar may verify the details against the applicant’s identity, but also may request further proof of identity. A record of the search will be retained. If the Registrar determines that the verification of identity requirements apply to any acceptor or application, the relevant New Ordinary Shares (notwithstanding any other term of the Rights Issue) will not be issued to the relevant acceptor unless and until the verification of identity requirements have been satisfied in respect of that acceptor or application. The Registrar is entitled, in its absolute discretion, to determine whether the verification of identity requirements apply to any acceptor or application and whether such requirements have been satisfied, and neither the Registrar, the Joint Bookrunners, nor the Company will be liable to any person for any loss or damage suffered or incurred (or alleged), directly or indirectly, as a result of the exercise of such discretion. 4.5.3 If the verification of identity requirements apply, failure to provide the necessary evidence of identity within a reasonable time may result in delays and potential rejection of an application. If, within a reasonable time and in any event by not later than 11.00 a.m. on 11 June 2020 following a request for verification of identity, the Registrar has not received evidence satisfactory to it as aforesaid, the Company may be entitled to make arrangements (in its absolute discretion as to manner, timing and terms) to sell the relevant shares (and for that purpose the Company will be expressly authorised to act as agent of the acceptor). Any proceeds of sale (net of expenses) of the relevant shares which shall be issued to and registered in the name of the purchaser(s) or an amount equivalent to the original payment, whichever is the lower, will be held by the Company on trust for the acceptor, subject to the requirements of the Money Laundering Regulations (at the acceptor’s risk) without interest to the account of the bank or building society on which the relevant cheque or banker’s draft was drawn (without prejudice to the right of the Company to take proceedings to recover the amount by which the net proceeds of sale of the relevant New Ordinary Shares fall short of the amount payable thereon). 4.5.4 None of the Registrar, the Joint Bookrunners or the Company will be liable to any person for any loss suffered or incurred as a result of the exercise of any such discretion or as a result of any sale of relevant shares. 4.5.5 Submission of a Provisional Allotment Letter with the appropriate remittance will constitute a warranty to each of the Company, the Registrar and the Joint Bookrunners from the applicant that the Money Laundering Regulations will not be breached by application of such remittance and an undertaking to provide promptly to the Registrar such information as may be specified by the Registrar as being required for the purpose of the Money Laundering Regulations. If the verification of identity requirements apply, failure to provide the necessary evidence of identity may result in your acceptance being treated as invalid or in

95 delays in the despatch of a receipted fully paid Provisional Allotment Letter, share certificate or other documents relating to the Rights Issue (as applicable). 4.5.6 The verification of identity requirements will not usually apply for the UK purposes if: (i) the applicant is an organisation required to comply with the Money Laundering Directive (the Council Directive on prevention of the use of the financial system for the purpose of money laundering (no.91/308/EEC)) as amended; (ii) the acceptor is a regulated United Kingdom broker or intermediary acting as agent and is itself subject to the Money Laundering Regulations; (iii) the applicant is a company whose securities are listed on a regulated market subject to specified disclosure obligations; (iv) the applicant (not being an applicant who delivers his/her application in person) makes payment through an account in the name of such applicant with a credit institution which is subject to the Money Laundering Regulations or with a credit institution situated in a non-EEA State which imposes requirements equivalent to those laid down in that directive; or (v) the aggregate subscription price for the New Ordinary Shares is less than EUR15,000 (or its pounds sterling equivalent). In other cases the verification of identity requirements may apply. The following guidance is provided in order to assist in satisfying the verification of identity requirements and to reduce the likelihood of difficulties or delays and potential rejection of an application (but does not limit the right of the Registrar to require verification of identity as stated above). Satisfaction of these requirements may be facilitated in the following ways: (i) if payment is made by cheque or banker’s draft in pounds sterling drawn on a branch in the United Kingdom of a bank or building society which bears a UK bank sort code number in the top right-hand corner the following applies. Cheques, which must be drawn on the personal account of the individual investor where they have sole or joint title to the funds, should be payable to “Equiniti Limited re: Hyve Group plc Rights Issue” in respect of an application by a Qualifying Non-CREST Shareholder. Third party cheques may not be accepted with the exception of building society cheques or banker’s drafts where the building society or bank has inserted details of the name of the account holder and have either added the building society or bank branch stamp or have provided a supporting letter confirming the source of funds. The name of the account holder should be the same as the name of the shareholder shown on page 1 or page 4 of the Provisional Allotment Letter. Post-dated cheques will not be accepted; or (ii) if the Provisional Allotment Letter is lodged with payment by an agent which is an organisation of the kind referred to in sub-paragraph 4.5.6(i) above or which is subject to anti-money laundering regulation in a country which is a member of the Financial Action Task Force (the non- European Union members of which are Argentina, Australia, Brazil, Canada, China, Hong Kong, Iceland, India, Japan, Malaysia, Mexico, New Zealand, Norway, Republic of Korea, Russian Federation, Singapore, South Africa, Switzerland, Turkey, UK Crown Dependencies and the United States and, by virtue of their membership of the Gulf Co-operation Council, Bahrain, Kuwait, Oman, Qatar, Saudi Arabia and the United Arab Emirates), the agent should provide with the Provisional Allotment Letter written confirmation that it has that status and a written assurance that it has obtained and recorded evidence of the identity of the person for whom it acts and that it will on demand make such evidence available to the Registrar and/or any relevant regulatory or investigatory authority, or if the agent is not such an organisation, it should contact the Registrar at the address set out in “Directors and Advisers”;or

96 (iii) if a Provisional Allotment Letter is lodged by hand by the applicant in person, he should ensure that he has with him evidence of identity bearing his photograph (for example, his passport) and evidence of his address (for example, a recent bank statement). Please call the Shareholder Helpline on 0333 207 6534 or +44 121 415 0855 (if calling from outside the UK). Lines are open 9.00 a.m. to 5.00 p.m., Monday to Friday (excluding bank holidays in England and Wales). Calls may be recorded and randomly monitored for security and training purposes. Please note that the Shareholder Helpline operators cannot provide advice on the merits of the Proposed Acquisition or Rights Issue or give financial, tax, investment or legal advice. 4.6 Dealings in Nil Paid Rights Subject to the fulfilment of the conditions set out in paragraph 2 of this Part IV, dealings on the London Stock Exchange in the Nil Paid Rights are expected to commence at 8.00 am on 28 May 2020. A transfer of Nil Paid Rights can be made by renunciation of the Provisional Allotment Letter in accordance with the instructions printed on it and delivery of the Provisional Allotment Letter to the transferee or to a stockbroker, bank or other appropriate financial adviser. The latest time for registration of renunciation of Provisional Allotment Letters, nil paid, is expected to be 11.00 am on 11 June 2020.

4.7 Dealings in Fully Paid Rights After acceptance of the provisional allotment and payment in full in accordance with the provisions set out in this document and in the Provisional Allotment Letter, the Fully Paid Rights may be transferred by renunciation of the relevant Provisional Allotment Letter and lodging of the same, by post to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex, England BN99 6DA or by hand (during normal business hours only) to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex, England BN99 6DA, so as to be received not later than 11.00 a.m. on 11 June 2020. To do this, Qualifying Non- CREST Shareholders will need to have their fully paid Provisional Allotment Letter returned to them after their acceptance has been effected by the Registrar. However, fully paid Provisional Allotment Letters will not be returned to Qualifying Non-CREST Shareholders unless their return is requested by ticking the appropriate box on the Provisional Allotment Letter. Thereafter, the New Ordinary Shares will be registered and transferable in the usual common form or, if they have been issued in or converted into uncertificated form, in electronic form under the CREST system. 4.8 Special Dealing Service Qualifying Non-CREST Shareholders who are individuals with a registered address in the United Kingdom or in any other jurisdiction in the EEA may elect to: (a) sell all of the Nil Paid Rights to which they are entitled; or (b) effect a Cashless Take-up, using the Special Dealing Service. 4.8.1 Qualifying Non-CREST Shareholders who wish to sell all of their entitlement using the Special Dealing Service Qualifying Non-CREST Shareholders who are individuals with a registered address in the United Kingdom or in any other jurisdiction in the EEA and who wish to sell all of the Nil Paid Rights to which they are entitled may elect to do so by completing and returning the Provisional Allotment Letter in accordance with the instructions set out in paragraph 4.2.6 above and printed on the Provisional Allotment Letter. Equiniti Financial Services Limited will not charge a commission on the sale of all of the Nil Paid Rights to which the Qualifying Non-CREST Shareholder is entitled for effecting such sale through the Special Dealing Service. Under the Special Dealing Service, Equiniti Financial Services Limited will normally sell all of the Nil Paid Rights for a Qualifying Non-CREST Shareholder on the Business Day following 5.00 p.m. on 4 June 2020, the latest time and date for requesting the sale of Nil Paid Rights through the Special Dealing Service. Equiniti Financial Services Limited will aggregate instructions from all Qualifying Non- CREST Shareholders who have elected to sell all of their Nil Paid Rights under the Special Dealing Service that are received (or are treated as having been received) by 5.00 p.m.

97 on 4 June 2020, the latest time and date for requesting the sale of Nil Paid Rights through the Special Dealing Service. In this case, Qualifying Non-CREST Shareholders would receive the average price obtained for the sale of all of the Nil Paid Rights aggregated for sale purposes in accordance with the above. This may result in Qualifying Non-CREST Shareholders who choose to sell all of their Nil Paid Rights through the Special Dealing Service receiving a higher or lower price than if their Nil Paid Rights were sold separately. Notwithstanding the above, the Nil Paid Rights in respect of which an instruction is received may be sold in several transactions and on separate days. In this case, Qualifying Non-CREST Shareholders would receive the average price obtained for the sale of all of the Nil Paid Rights sold in that period. This may result in Qualifying Non- CREST Shareholders who choose to sell all of their Nil Paid Rights through the Special Dealing Service receiving a higher or lower price for their Nil Paid Rights than if all of their Nil Paid Rights had been sold in a single transaction or on a single day and such Qualifying Non-CREST Shareholders may receive the proceeds of sale later than if their Nil Paid Rights had been sold by another broker on an individual basis. A Qualifying Non-CREST Shareholder who is considering giving an instruction to sell all of their Nil Paid Rights under the Special Dealing Service should note that there is no guarantee that the sale of the Nil Paid Rights will be effected under the Special Dealing Service in relation to his or her Nil Paid Rights. 4.8.2 Qualifying Non-CREST Shareholders who wish to effect a Cashless Take-up using the Special Dealing Service Qualifying Non-CREST Shareholders who are individuals with a registered address in the United Kingdom or in any other jurisdiction in the EEA and who wish to effect a Cashless Take-up may elect to do so by completing and returning the Provisional Allotment Letter in accordance with the instructions set out in paragraph 4.2.5 above and printed on the Provisional Allotment Letter. Equiniti Financial Services Limited will not charge a commission on the sale of all of the Nil Paid Rights to which the Qualifying Non-CREST Shareholder is entitled for effecting such sale through the Special Dealing Service. Under the Special Dealing Service, Equiniti Financial Services Limited will sell such number of Nil Paid Rights as is required to effect a Cashless Take-up for a Qualifying Non-CREST Shareholder on the Business Day following receipt from such Qualifying Non-CREST Shareholder of an Instruction for Cashless Take-up. Any Instruction received after 5.00 p.m. on 4 June 2020, the latest time and date for requesting a Cashless Take-up through the Special Dealing Service will be treated as invalid. Equiniti Financial Services Limited will aggregate instructions from all Qualifying Non- CREST Shareholders who elect a Cashless Take-up under the Special Dealing Service that are received (or are treated as having been received) by 5.00 p.m. on 4 June 2020, the latest time and date for requesting a Cashless Take-up through the Special Dealing Service. In this case, Qualifying Non-CREST Shareholders would receive the average price obtained for the sale of all of the Nil Paid Rights aggregated for sale purposes in accordance with above. This may result in Qualifying Non- CREST Shareholders who elect a Cashless Take-up under the Special Dealing Service receiving a higher or lower price than if the Nil Paid Rights the subject of the instruction were sold separately. Notwithstanding the above, such number of Nil Paid Rights which need to be sold to effect a Cashless Take-up for a Qualifying Non-CREST Shareholder under the Special Dealing Service may be sold in several transactions and on separate days. In this case, Qualifying Non-CREST Shareholders would receive the average price obtained for the sale of all of the Nil Paid Rights sold in that period. This may result in Qualifying Non-CREST Shareholders who choose to effect a Cashless Take-up under the Special Dealing Service receiving a higher or lower price for their Nil Paid Rights than if such Nil Paid Rights had been sold in a single transaction or on a single day.

98 A Qualifying Non-CREST Shareholder who is considering giving an instruction for Cashless Take-up under the Special Dealing Service should note that there is no guarantee that a Cashless Take-up will be effected under the Special Dealing Service in relation to his or her Nil Paid Rights. 4.8.3 General Following receipt of a valid election or instruction under the Special Dealing Service, the Provisional Allotment Letter to which such election or instruction relates will cease to be valid for any purpose. By making an election or giving an instruction under the Special Dealing Service, a Qualifying Non-CREST Shareholder will be deemed to have represented, warranted and undertaken that he or she will not thereafter seek to take any action in respect of his or her Provisional Allotment Letter. By giving an instruction under the Special Dealing Service, a Qualifying Non-CREST Shareholder will be deemed to have renounced their Nil Paid Rights, as applicable to their instruction. The Special Dealing Service Terms and Conditions will be set out in a document accompanying the Provisional Allotment Letter. A Qualifying Non-CREST Shareholder who is eligible and elects to use the Special Dealing Service agrees to the terms and conditions of the Rights Issue set out in this document and the Special Dealing Service Terms and Conditions (including how the price for the sale of their Nil Paid Rights is calculated and the commissions that will be deducted from the proceeds of the sale of such Nil Paid Rights). Qualifying Non-CREST Shareholders using the Special Dealing Service should note that they will be clients of Equiniti Financial Services Limited and not of the Company when using such service. Equiniti Financial Services Limited’s liability to such a Qualifying Non-CREST Shareholder and its responsibility for providing the protections afforded by the UK regulatory regime to clients for whom such services are provided is as set out in the Special Dealing Service Terms and Conditions, and neither Equiniti Financial Services Limited nor the Company shall have any liability or responsibility to a Qualifying Non-CREST Shareholder using the Special Dealing Service except as set out in those Special Dealing Service Terms and Conditions. None of the Company, or the Joint Underwriters or their agents shall be responsible for any loss or damage (whether actual or alleged) arising from the terms or timing of any sale, any settlement issues arising from any sale, any exercise of discretion in relation to any sale, or any failure to procure any sale, of Nil Paid Rights pursuant to the Special Dealing Service. The Company, Equiniti Financial Services Limited and/or their agents shall each have sole discretion to determine the eligibility of Qualifying Non-CREST Shareholders, and may each in their sole discretion interpret instructions (including handwritten markings) on the Provisional Allotment Letter, and none of the Company, the Joint Underwriters, Equiniti Financial Services Limited or their agents shall be responsible for any loss or damage (whether actual or alleged) arising from any such exercise of discretion. All remittances will be sent by post, at the risk of the Qualifying Non- CREST Shareholder entitled thereto, to the registered address of the relevant Qualifying Non-CREST Shareholder (or, in the case of joint holders, to the address of the joint holder whose name stands first in the register of Shareholders). No interest will be payable on any proceeds received from the sale of Nil Paid Rights under the Special Dealing Service. 4.9 Renunciation and splitting of Provisional Allotment Letters 4.9.1 The Provisional Allotment Letters are fully renounceable (save as required by the laws of certain overseas jurisdictions) and may be split prior to 3.00 pm on 9 June 2020 nil paid and fully paid. Qualifying Non-CREST Shareholders who wish to transfer all of their Nil Paid Rights or, after acceptance of the provisional allotment and payment in full, Fully Paid Rights comprised in a Provisional Allotment Letter may (save as required by the laws of certain overseas jurisdictions) renounce such allotment by completing and signing Form X on page 4 of the Provisional Allotment Letter (if it is not already marked “Original Duly Renounced”) and passing the entire Provisional Allotment Letter to their stockbroker or bank or other appropriate financial adviser or to the transferee. Once a Provisional Allotment Letter has been so renounced, it will become a negotiable

99 instrument in bearer form and the Nil Paid Rights or Fully Paid Rights (as appropriate) comprised in such letter may be transferred by delivery of such letter to the transferee, provided that a transferee must not have a registered address in, or be resident or located in, the United States or any other Excluded Territory. 4.9.2 The latest time and date for registration of renunciation of Provisional Allotment Letters is 11.00 am on 11 June 2020 and after such date the New Ordinary Shares will be in registered form, transferable by written instrument of transfer in the usual common form or, if they have been issued in or converted into uncertificated form, in electronic form under the CREST system. 4.9.3 Qualifying Non-CREST Shareholders should note that fully paid Provisional Allotment Letters will not be returned to Qualifying Non-CREST Shareholders unless their return is requested. 4.9.4 If a holder of a Provisional Allotment Letter wishes to have only some of the New Ordinary Shares registered in his name and to transfer the remainder, or wishes to transfer all the Nil Paid Rights, or (if appropriate) Fully Paid Rights but to different persons, he may have the Provisional Allotment Letter split, for which purpose he must sign and date Form X on page 4 of the Provisional Allotment Letter. The Provisional Allotment Letter must then be delivered by post or by hand (during normal business hours only) to the appropriate address as set out in paragraph 4.2 of this Part IV by no later than 3.00 pm on 9 June 2020, to be cancelled and exchanged for the split Provisional Allotment Letters required. The number of split Provisional Allotment Letters required and the number of Nil Paid Rights or (as appropriate) Fully Paid Rights to be comprised in each split Provisional Allotment Letter should be stated in an accompanying letter. Form X on page 4 of split Provisional Allotment Letters will be marked “Original Duly Renounced” before issue. The holder of the split Provisional Allotment Letters should then follow the instructions in the preceding paragraph in relation to transferring the Nil Paid Rights or (if appropriate) Fully Paid Rights represented by each of the Provisional Allotment Letters. 4.9.5 Alternatively, Qualifying Non-CREST Shareholders who wish to take up some of their rights, without transferring the remainder, should complete Form X on page 4 of the original Provisional Allotment Letter and return it by post or by hand (during normal business hours only) to the Registrar at the appropriate address as set out in paragraph 4.2 of this Part IV, together with a covering letter confirming the number of New Ordinary Shares to be taken up and a cheque or banker’s draft in pounds sterling for the appropriate amount made payable to “Equiniti Limited re: Hyve Group plc Rights Issue” and crossed “A/C payee only” detailing the allotment number (which is on page 1 of the Provisional Allotment Letter) written on the reverse of the cheque or banker’s draft to pay for this number of shares. In this case, the Provisional Allotment Letter and the cheque or banker’s draft must be received by the Registrar by 11.00 am on 11 June 2020, being the last date and time for acceptance. 4.9.6 The Company reserves the right to refuse to register any renunciation in favour of any person in respect of which the Company believes such renunciation may violate applicable legal or regulatory requirements including (without limitation) any renunciation in the name of any person with an address outside the United Kingdom. 4.10 Registration in the names of Qualifying Non-CREST Shareholders A Qualifying Non-CREST Shareholder who wishes to have all his entitlement to New Ordinary Shares registered in his name must accept and make payment for such allotment prior to the latest time for acceptance and payment in full, which is 11.00 am on 11 June 2020, in accordance with the provisions set out in the Provisional Allotment Letter and this document, but need take no further action. A share certificate shall be sent to such Shareholder by post not later than 26 June 2020.

4.11 Registration in the names of persons other than Qualifying Non-CREST Shareholders originally entitled In order to register Fully Paid Rights in certificated form in the name of someone other than the Qualifying CREST Shareholders originally entitled, the renouncee or his agent(s) must complete

100 Form Y on page 4 of the Provisional Allotment Letter (unless the renouncee is a CREST member who wishes to hold such shares in uncertificated form, in which case Form X and the CREST Deposit Form must be completed – as set out in paragraph 4.12 of this Part IV) and lodge the entire letter when fully paid by post or by hand (during normal business hours only) with the Receiving Agent at the appropriate address as set out in paragraph 4.9 of this Part IV not later than the latest time for registration of renunciation which is 11.00 am on 11 June 2020. Registration cannot be effected unless and until the New Ordinary Shares comprised in a Provisional Allotment Letter are fully paid. The New Ordinary Shares comprised in two or more Provisional Allotment Letters (duly renounced where applicable) may be registered in the name of one holder (or joint holder) if Form Y is completed on page 4 of one of the Provisional Allotment Letters (the “Principal Letter”) and all other relevant Provisional Allotment Letters are delivered in one batch. Details of each relevant Provisional Allotment Letter (including the Principal Letter) should be listed in an attached letter and the allotment number of the Principal Letter should be entered into the space provided on each of the other Provisional Allotment Letters.

4.12 Deposit of Nil Paid Rights or Fully Paid Rights into CREST 4.12.1 The Nil Paid Rights or Fully Paid Rights represented by a Provisional Allotment Letter may be converted into uncertificated form, that is deposited into CREST (whether such conversion arises as a result of a renunciation of those rights or otherwise). Similarly, Nil Paid Rights or Fully Paid Rights held in CREST may be converted into certificated form, that is withdrawn from CREST. Subject as provided in the next paragraph or in the Provisional Allotment Letter, normal CREST procedures and timings apply in relation to any such conversion. You are recommended to refer to the CREST Manual for details of such procedures. 4.12.2 The procedure for depositing the Nil Paid Rights or Fully Paid Rights represented by a Provisional Allotment Letter into CREST, whether such rights are to be converted into uncertificated form in the name(s) of the person(s) whose name(s) and address(es) appear on page 1 of the Provisional Allotment Letter or in the name of a person or persons to whom the Provisional Allotment Letter has been renounced, is as follows: Form X and the CREST Deposit Form (both set out on page 4 of the Provisional Allotment Letter) will need to be completed and the Provisional Allotment Letter deposited with the “CCSS”; in addition, the normal CREST stock deposit procedures will need to be carried out, except that: (a) it will not be necessary to complete and lodge a separate CREST Transfer Form (prescribed under the Stock Transfer Act 1963) with the CCSS; and (b) only the whole of the Nil Paid Rights or Fully Paid Rights represented by the Provisional Allotment Letter may be deposited into CREST. If you wish to deposit only some of the Nil Paid Rights or Fully Paid Rights represented by the Provisional Allotment Letter into CREST, you must first apply for split Provisional Allotment Letters. If the rights represented by more than one Provisional Allotment Letter are to be deposited, the CREST Deposit Form on each Provisional Allotment Letter must be completed and deposited. A Consolidation Listing Form (as defined in the CREST Regulations) must not be used. A holder of the Nil Paid Rights or Fully Paid Rights represented by a Provisional Allotment Letter who is proposing to convert those rights into uncertificated form (whether following a renunciation of such rights or otherwise) is recommended to ensure that the conversion procedures are implemented in sufficient time to enable the person holding or acquiring the Nil Paid Rights or Fully Paid Rights in CREST following the conversion to take all necessary steps in connection with taking up the entitlement prior to 11.00 am on 11 June 2020. 4.12.3 In particular, having regard to processing times in CREST and on the part of the Receiving Agent, the latest recommended time for depositing a renounced Provisional Allotment Letter (with Form X and the CREST Deposit Form on page 4 of the Provisional Allotment Letter duly completed) with the CCSS (to enable the person acquiring the Nil Paid Rights or Fully Paid Rights in CREST as a result of the conversion to take all necessary steps in connection with taking up the entitlement prior to 11.00 am on 11 June 2020) is 3.00 pm on 8 June 2020. 4.12.4 When Form X and the CREST Deposit Form (both set out on page 4 of the Provisional Allotment Letter) have been completed, the title to the Nil Paid Rights or the Fully Paid

101 Rights represented by the relevant Provisional Allotment Letter will cease forthwith to be renounceable or transferable by delivery and, for the avoidance of doubt, any entries in Form X on page 4 of such Provisional Allotment Letter will not be recognised or acted upon by the Registrar. All renunciations or transfers of the Nil Paid Rights or Fully Paid Rights must be effected through the means of the CREST system once such rights have been deposited into CREST. 4.12.5 CREST sponsored members should contact their CREST sponsor as only their CREST sponsor will be able to take the necessary action to take up their entitlement or otherwise to deal with the Nil Paid Rights or Fully Paid Rights of the CREST sponsored member. Note: Surrender of the Provisional Allotment Letter with (a) Form X purporting to have been signed by the same person(s) in whose name(s) it was issued or, in the case of a split Provisional Allotment Letter, marked “Original Duly Renounced”, and (b) where applicable, Form Y or the CREST Deposit Form duly completed, shall be conclusive evidence in favour of the Company and the Registrar of: (i) the right of the person(s) named in Form Y or the CREST Deposit Form of the Provisional Allotment Letter to be registered as the holder(s) of the New Ordinary Shares comprised in the Provisional Allotment Letter; (ii) the title of the person(s) lodging the Provisional Allotment Letter to deal with the same and to receive split Provisional Allotment Letters and/or a share certificate or a deposit to their CREST member’s account (as appropriate); and (iii) the authority of the person(s) completing Form Y or the CREST Deposit Form. All documents will be despatched by post at the risk of the person(s) entitled to them. For the avoidance of doubt, each Provisional Allotment Letter deposited with the CCSS is not considered to be a bearer document unless delivered. Liability is limited to standard stock deposit replacement costs in accordance with Euroclear UK’s standard terms and conditions. 4.13 Issue of New Ordinary Shares in definitive form Definitive share certificates in respect of the New Ordinary Shares to be held in certificated form are expected to be despatched by post by no later than 26 June 2020 at the risk of the person(s) entitled to them, to accepting Qualifying Non-CREST Shareholders and renouncees or their agents or, in the case of joint holdings, to the first-named Shareholder at their registered address (unless lodging agent details have been completed in box 5 on page 4 of the Provisional Allotment Letter). After despatch of definitive share certificates, Provisional Allotment Letters will cease to be valid for any purpose whatsoever. Pending despatch of definitive share certificates and the inscription of the member in the Company’ register of members, instruments of transfer of the New Ordinary Shares will be certified by the Registrar against the lodgement of fully paid Provisional Allotment Letters and/or, in the case of renunciations, against the Provisional Allotment Letters held by the Registrar.

5. ACTION TO BE TAKEN BY QUALIFYING CREST SHAREHOLDERS IN RELATION TO NIL PAID RIGHTS IN CREST 5.1 General 5.1.1 Subject as provided in paragraph 7 of this Part IV in relation to certain Overseas Shareholders, each Qualifying CREST Shareholder is expected to receive a credit to his CREST stock account of his entitlement to Nil Paid Rights as soon as practicable after 8.00 am on 28 May 2020. For such Qualifying CREST Shareholders, the CREST stock account to be credited will be an account under the participant ID and member account ID that apply to the Existing Ordinary Shares held on the Record Date by the Qualifying CREST Shareholder in respect of which the Nil Paid Rights are provisionally allotted. 5.1.2 The maximum number of New Ordinary Shares that a Qualifying CREST Shareholder may take up is that which has been provisionally allotted to that Qualifying CREST Shareholder and for which he receives a credit of entitlement into his stock account in CREST. The minimum number of New Ordinary Shares a Qualifying CREST Shareholder may take up is one.

102 5.1.3 The Nil Paid Rights will constitute a separate security and can accordingly be transferred, in whole or in part, by means of CREST in the same manner as any other security that is admitted to CREST. If, for any reason, it is impracticable to credit the stock accounts of such Qualifying CREST Shareholders or to enable the Nil Paid Rights by 8.00 am on 28 May 2020, Provisional Allotment Letters shall, unless the Company decides otherwise, be sent out in substitution for the Nil Paid Rights which have not been so credited or enabled and the expected timetable as set out in this document may be adjusted as appropriate. References to dates and times in this document should be read as subject to any such adjustment. The Company will make an appropriate announcement to a Regulatory Information Service giving details of the revised dates but Qualifying CREST Shareholders may not receive any further written communication. 5.1.4 CREST members who wish to take up all or part of, or otherwise to transfer all or part of, their entitlements in respect of or otherwise to transfer Nil Paid Rights or Fully Paid Rights held by them in CREST (including effecting a cashless take-up of Nil Paid Rights), should refer to the CREST Manual for further information on the CREST procedures referred to below. If you are a CREST sponsored member, you should consult your CREST sponsor if you wish to take up your entitlement as only your CREST sponsor will be able to take the necessary action to take up your entitlements or otherwise deal with your Nil Paid Rights or Fully Paid Rights. 5.2 Procedure for acceptance and payment 5.2.1 MTM instructions CREST members who wish to take up all or part of their entitlement in respect of Nil Paid Rights in CREST must send (or, if they are CREST sponsored members, procure that their CREST sponsor sends) an MTM instruction to Euroclear which, on its settlement, will have the following effect: (i) the crediting of a stock account of the Receiving Agent under the participant ID and member account ID specified below, with the number of Nil Paid Rights to be taken up; (ii) the creation of a settlement bank payment obligation (as this term is defined in the CREST Manual), in accordance with the RTGS payment mechanism (as this term is defined in the CREST Manual), in favour of the RTGS settlement bank (as this term is defined in the CREST Manual) of the Receiving Agent in pounds sterling, in respect of the full amount payable on acceptance in respect of the Nil Paid Rights referred to in sub-paragraph 5.2.1(i) above; and (iii) the crediting of a stock account of the accepting CREST member (being an account under the same participant ID and member account ID as the account from which the Nil Paid Rights are to be debited on settlement of the MTM instruction) of the corresponding number of Fully Paid Rights to which the CREST member is entitled on taking up his Nil Paid Rights referred to in subparagraph 5.2.1(i) above.

5.2.2 Contents of MTM instructions The MTM instruction must be properly authenticated in accordance with Euroclear’s specifications and must contain, in addition to the other information that is required for settlement in CREST, the following details: (i) the number of Nil Paid Rights to which the acceptance relates; (ii) the participant ID of the accepting CREST member; (iii) the member account ID of the accepting CREST member from which the Nil Paid Rights are to be debited; (iv) the participant ID of the Receiving Agent, in its capacity as a CREST receiving agent. This is 2RA46; (v) the member account ID of the Receiving Agent, in its capacity as a CREST receiving agent. This is RA350501;

103 (vi) the number of Fully Paid Rights that the CREST member is expecting to receive on settlement of the MTM instruction. This must be the same as the number of Nil Paid Rights to which the acceptance relates; (vii) the amount payable by means of the CREST assured payment arrangements on settlement of the MTM instruction. This must be the full amount payable on acceptance in respect of the number of Nil Paid Rights to which the acceptance relates (referred to in paragraph 5.2.2(i) above); (viii) the intended settlement date (which must be on or before 11.00 am on 11 June 2020); (ix) the Nil Paid Rights ISIN. This is GB00BKP36P02; (x) the Fully Paid Rights ISIN. This is GB00BKP36Q19; (xi) the Corporate Action Number (as this term is defined in the CREST Manual) to the Rights Issue. This will be available by viewing the relevant corporate action details in CREST; and (xii) contact name and telephone numbers in the shared notes field. 5.2.3 Valid acceptance (i) An MTM instruction complying with each of the requirements as to authentication and contents set out in paragraph 5.2.2 will constitute a valid acceptance where either: (A) the MTM instruction settles by not later than 11.00 am on 11 June 2020; or (B) at the discretion of the Company and the Joint Bookrunners: (A) the MTM instruction is received by Euroclear by not later than 11.00 am on 11 June 2020; and (B) the number of Nil Paid Rights inserted in the MTM instruction is credited to the CREST stock member account of the accepting CREST member specified in the MTM instruction at 11.00 am on 11 June 2020; and (C) the relevant MTM instruction settles by 2.00 pm on 11 June 2020 (or such later date as the Company and the Joint Bookrunners have determined). (ii) An MTM instruction will be treated as having been received by Euroclear for these purposes at the time at which the instruction is processed by the Network Provider’s Communications Host (as this term is defined in the CREST Manual) at Euroclear of the network provider used by the CREST member (or by the CREST sponsored member’s CREST sponsor). This will be conclusively determined by the input time stamp applied to the MTM instruction by the Network Provider’s Communications Host. (iii) The provisions of this paragraph 5.2 and any other terms of the Rights Issue relating to Qualifying CREST Shareholders may be waived, varied or modified as regards specific Qualifying CREST Shareholder(s) or on a general basis by the Company and the Joint Bookrunners. 5.2.4 Representations, warranties and undertakings of CREST members (i) A CREST member, or CREST sponsored member who makes a valid acceptance in accordance with this paragraph 5.2, represents, warrants and undertakes to the Company and the Joint Bookrunners that he/she has taken (or procured to be taken), and will take (or will procure to be taken), whatever action is required to be taken by him/her or by his/her CREST sponsor (as appropriate) to ensure that the MTM instruction concerned is capable of settlement at 11.00 am on 11 June 2020 and remains capable of settlement at all times after that until 2.00 pm on 11 June 2020 (or until such later time and date as the Company and the Joint Bookrunners may determine). In particular, the CREST member or CREST sponsored member represents, warrants and undertakes that at 11.00 am on 11 June 2020 and at all times thereafter until 2.00 pm on 11 June 2020 (or until such later time and date as the Company

104 and the Joint Bookrunners may determine) there will be sufficient Headroom within the Cap (as those terms are defined in the CREST Manual) in respect of the cash memorandum account to be debited with the amount payable on acceptance to permit the MTM instruction to settle. CREST sponsored members should contact their CREST sponsor if they are in any doubt. (ii) If there is insufficient headroom within the Cap in respect of the cash memorandum account of a CREST member or CREST sponsored member for such amount to be debited or the CREST member’s or CREST sponsored member’s acceptance is otherwise treated as invalid and New Ordinary Shares have already been allotted to such CREST member or CREST sponsored member, the Company and the Joint Bookrunners may (in their absolute discretion as to manner, timing and terms) make arrangements for the sale of such shares on behalf of that CREST member or CREST sponsored member and hold the proceeds of sale (net of the Company’ reasonable estimate of any loss that it has suffered as a result of the acceptance being treated as invalid and of the expenses of sale, and of all amounts payable by the CREST member or CREST sponsored member pursuant to the provisions of this Part IV in respect of the acquisition of such shares) on behalf of such CREST member or CREST sponsored member. None of the Company or the Joint Bookrunners or any other person shall be responsible for, or have any liability for, any loss, expenses or damage suffered by such CREST member or CREST sponsored member as a result. (iii) A Qualifying CREST Shareholder will be deemed to have made the representations and warranties set out in paragraph 5.2.4 of this Part IV and the agreement and acknowledgement set out in paragraph 5.3 of this Part IV. 5.2.5 CREST procedures and timings CREST members and CREST sponsors (on behalf of CREST sponsored members) should note that Euroclear does not make available special procedures in CREST for any particular corporate action. Normal system timings and limitations will therefore apply in relation to the input of an MTM instruction and its settlement in connection with the Rights Issue. It is the responsibility of the CREST member concerned to take (or, if a CREST sponsored member, to procure that his CREST sponsor takes) the action necessary to ensure that a valid acceptance is received as stated above by 11.00 am on 11 June 2020. In this connection, CREST members and (where applicable) CREST sponsors are referred in particular to those sections of the CREST Manual concerning the practical limitations of the CREST system and timings. 5.2.6 CREST member’s undertaking to pay A CREST member or CREST sponsored member who makes a valid acceptance in accordance with the procedures set out in this paragraph 5.2 undertakes to pay to the Registrar, or to procure the payment to the Registrar of, the amount payable in pounds sterling on acceptance in accordance with the above procedures or in such other manner as the Company may require (it being acknowledged that, where payment is made by means of the RTGS payment mechanism (as defined in the CREST Manual), the creation of a RTGS settlement bank (as this term is defined in the CREST Manual) payment obligation in pounds sterling in favour of the Registrar’s RTGS settlement bank, in accordance with the RTGS payment mechanism, shall, to the extent of the obligation so created, discharge in full the obligation of the CREST member (or CREST sponsored member) to pay the amount payable on acceptance); and requests that the Fully Paid Rights and/or New Ordinary Shares to which they will become entitled be issued to them on the terms set out in this document and subject to the Articles. If the payment obligations of the relevant CREST member in relation to such New Ordinary Shares are not discharged in full and such New Ordinary Shares have already been issued to the CREST member or CREST sponsored member, the Company and the Joint Bookrunners may (in their absolute discretion as to the manner, timing and terms) make arrangements for the sale of such shares on behalf of that CREST member or CREST sponsored member and hold the proceeds of sale (net of expenses, and all amounts payable by the CREST member or CREST sponsored member pursuant to the

105 provisions of this Part IV in respect of the acquisition of such shares) or an amount equal to the original payment of the CREST member or CREST sponsored member (whichever is lower) on trust for such CREST member or CREST sponsored member. In these circumstances, none of the Joint Bookrunners or the Company shall be responsible for, or have any liability for, any losses, expenses or damages arising as a result.

5.2.7 Discretion as to rejection and validity of acceptances The Company may in its absolute discretion (after consulting with the Joint Bookrunners): (i) reject any acceptance constituted by an MTM instruction, which is otherwise valid, in the event of breach of any of the representations, warranties and undertakings set out or referred to in this Part IV. Where an acceptance is made as described in this paragraph 5.2.7 which is otherwise valid, and the MTM instruction concerned fails to settle by 2.00 pm on 11 June 2020 (or by such later time and date as the Company and the Joint Bookrunners may determine), the Company shall be entitled to assume, for the purposes of its right to reject an acceptance as described in this paragraph 5.2.7, that there has been a breach of the representations, warranties and undertakings set out or referred to in this paragraph 5.2.7 unless the Company is aware of any reason outside the control of the CREST member or CREST sponsor (as appropriate) concerned for the MTM instruction to settle; (ii) treat as valid (and binding on the CREST member or CREST sponsored member concerned) an acceptance which does not comply in all respects with the requirements as to validity set out or referred to in this paragraph 5.2; (iii) accept an alternative properly authenticated dematerialised instruction from a CREST member or (where applicable) a CREST sponsor as constituting a valid acceptance in substitution for, or in addition to, an MTM instruction and subject to such further terms and conditions as the Company and the Joint Bookrunners may determine; (iv) treat a properly authenticated dematerialised instruction (the “First Instruction”) as not constituting a valid acceptance if, at the time at which the Registrar receives a properly authenticated dematerialised instruction giving details of the first instruction, either the Company or the Registrar has received actual notice from Euroclear of any of the matters specified in CREST Regulation 35(5)(a) in relation to the first instruction. These matters include notice that any information contained in the first instruction was incorrect or notice of lack of authority to send the first instruction; and (v) accept an alternative instruction or notification from a CREST member or (where applicable) a CREST sponsor, or extend the time for acceptance and/or settlement of an MTM instruction or any alternative instruction or notification, if, for reasons or due to circumstances outside the control of any CREST member or CREST sponsored member or (where applicable) CREST sponsor, the CREST member or CREST sponsored member is unable validly to take up all or part of his/her Nil Paid Rights by means of the above procedures. In normal circumstances, this discretion is only likely to be exercised in the event of any interruption, failure or breakdown of CREST (or of any part of CREST) or on the part of facilities and/or systems operated by the Receiving Agent in connection with CREST. 5.3 Money Laundering Regulations 5.3.1 If you hold your Nil Paid Rights in CREST and apply to take up all or part of your entitlement as agent for one or more persons and you are not a UK or EU regulated person or institution (e.g. a bank, a broker or another UK financial institution), then, irrespective of the value of the application, the Registrar is required to take reasonable measures to establish the identity of the person or persons (or the ultimate controller of such persons) on whose behalf you are making the application and any submission of

106 a MTM instruction constitutes agreement for the Registrar to make a search via a credit reference agency where deemed necessary. A record of search results will be retained. Such Qualifying CREST Shareholders must therefore contact the Registrar before sending any MTM instruction or other instruction so that appropriate measures may be taken. 5.3.2 Submission of an MTM instruction which constitutes, or which may on its settlement constitute, a valid acceptance as described above constitutes a warranty and undertaking by the applicant to provide promptly to the Registrar any information the Registrar may specify as being required for the purposes of the Money Laundering Regulations. Pending the provision of evidence satisfactory to the Registrar as to identity, the Registrar, having consulted with the Company and the Joint Bookrunners, may take, or omit to take, such action as it may determine to prevent or delay settlement of the MTM instruction. 5.3.3 If satisfactory evidence of identity has not been provided within a reasonable time, the Registrar will not permit the MTM instruction concerned to proceed to settlement; but without prejudice to the right of the Company and the Joint Bookrunners to take proceedings to recover any loss suffered by it/them as a result of failure by the applicant to provide satisfactory evidence. 5.4 Dealings in Nil Paid Rights in CREST Subject to the fulfilment of the conditions under the Underwriting Agreement (summarised in paragraph 2 of this Part IV), dealings in the Nil Paid Rights on the London Stock Exchange are expected to commence at 8.00 am on 28 May 2020. Dealings in Nil Paid Rights can be made by means of CREST in the same manner as any other security that is admitted to CREST. The Nil Paid Rights are expected to be disabled in CREST at 11.00 am on 11 June 2020.

5.5 Dealings in Fully Paid Rights in CREST 5.5.1 After acceptance and payment in full in accordance with the provisions set out in this document, the Fully Paid Rights may be transferred (in whole or in part) by means of CREST in the same manner as any other security that is admitted to CREST. The last time for settlement of any transfer of Fully Paid Rights in CREST is expected to be 11.00 am on 11 June 2020. The Fully Paid Rights are expected to be disabled in CREST at 11.00 am on 11 June 2020. 5.5.2 After 11 June 2020, the New Ordinary Shares will be registered in the name(s) of the person(s) entitled to them in the Company’ register of members and will be transferable in the usual way.

5.6 Withdrawal of Nil Paid Rights or Fully Paid Rights from CREST 5.6.1 Nil Paid Rights or Fully Paid Rights held in CREST may be converted into certificated form, that is withdrawn from CREST. Normal CREST procedures (including timings) apply in relation to any such conversion. 5.6.2 The recommended latest time for receipt by Euroclear of a properly authenticated dematerialised instruction requesting withdrawal of Nil Paid Rights from CREST is 4.30 pm on 5 June 2020, so as to enable the person acquiring or (as appropriate) holding the Nil Paid Rights following the conversion to take all necessary steps in connection with taking up the entitlement prior to 11.00 am on 11 June 2020. You are recommended to refer to the CREST Manual for details of such procedures. 5.7 Issue of New Ordinary Shares in CREST Fully Paid Rights in CREST are expected to be disabled in CREST after the close of CREST business on 11 June 2020 (the latest date for settlement of transfers of Fully Paid Rights in CREST). New Ordinary Shares (in definitive form) will be issued in uncertificated form to those persons registered as holding Fully Paid Rights in CREST at the close of business on the date on which the Fully Paid Rights are disabled. The Registrar will instruct Euroclear to credit the appropriate stock accounts of those persons (under the same participant ID and member account ID that applied to the Fully Paid Rights held by those persons) with their entitlements to New Ordinary Shares with effect from the next Business Day (expected to be 12 June 2020).

107 5.8 Right to allot/issue in certificated form Despite any other provision of this document, the Company reserves the right to allot and to issue any Nil Paid Rights, Fully Paid Rights or New Ordinary Shares in certificated form. In normal circumstances, this right is only likely to be exercised in the event of an interruption, failure or breakdown of CREST (or of any part of CREST) or of a part of the facilities and/or systems operated by the Receiving Agent in connection with CREST.

6. PROCEDURE IN RESPECT OF NEW ORDINARY SHARES NOT TAKEN UP 6.1 If an entitlement to New Ordinary Shares is not validly taken up by 11.00 am on 11 June 2020 in accordance with the procedure laid down for acceptance and payment, then that provisional allotment will be deemed to have been declined and will lapse. The Joint Bookrunners will endeavour to procure, by not later than 5.00 pm on the second dealing day after the last date for acceptance of the Rights Issue, subscribers for all (or as many as possible) of those New Ordinary Shares not taken up at a price per New Share which is at least equal to the Issue Price and the expenses of procuring such subscribers (including any applicable brokerage and commissions and amounts in respect of VAT which are not recoverable). 6.2 Notwithstanding the above, the Joint Bookrunners may cease to endeavour to procure any such subscribers if, in the good faith opinion of the Joint Bookrunners, there is no reasonable likelihood that any such subscribers can be so procured at such a price by such time. If and to the extent that subscribers cannot be procured on the basis outlined above, the relevant New Ordinary Shares will be subscribed for by the Joint Bookrunners as principal pursuant to the Underwriting Agreement and by the sub-underwriters (if any) procured by the Joint Bookrunners, in each case, at the Issue Price and on the terms and subject to the conditions of the Underwriting Agreement. 6.3 Any premium over the aggregate of the Issue Price and the expenses of procuring subscribers (including any applicable brokerage and commissions and amounts in respect of VAT which are not recoverable) shall be paid (subject as provided in this paragraph 6): 6.3.1 where the Nil Paid Rights were, at the time of its lapsing, represented by a Provisional Allotment Letter, to the person whose name and address appeared on page 1 of the Provisional Allotment Letter; 6.3.2 where the Nil Paid Rights were, at the time they lapsed, in uncertificated form, to the person registered as the holder of those Nil Paid Rights at the time of their disablement in CREST; and 6.3.3 to the extent not provided above, where an entitlement to New Ordinary Shares was not taken up by an Overseas Shareholder, to that Overseas Shareholder. 6.4 New Ordinary Shares for which subscribers are procured on this basis will be re-allotted to such subscribers and the aggregate of any premiums (being the amount paid by such subscribers after deducting the price at which the New Ordinary Shares are offered pursuant to the Rights Issue and the expenses of procuring such subscribers including any applicable brokerage and commissions and amounts in respect of VAT which are not recoverable tax), if any, will be paid (without interest) to those persons entitled (as referred to above) pro rata to the entitlements not taken up, save that any amounts of less than £5.00 will be retained for the benefit of the Company. Cheques for the amounts due (if any) will be sent in pounds sterling, by first class post, at the risk of the person(s) entitled, to their registered addresses (the registered address of the first named in the case of joint holders), provided that where any entitlement concerned was held in CREST, the amount due will, unless the Company (in its absolute discretion) otherwise determines, be satisfied by the Company procuring the creation of an assured payment obligation in favour of the relevant CREST member’s (or CREST sponsored member’s) RTGS settlement bank in respect of the cash amount concerned in accordance with the RTGS payment mechanism. 6.5 Any transactions undertaken pursuant to this paragraph 6 shall be deemed to have been undertaken at the request of the persons who did not take up their entitlements and none of the Company, the Joint Bookrunners nor any other person procuring subscribers shall be responsible for any loss or damage (whether actual or alleged) arising from the terms of or

108 timing of any such acquisition, any decision not to endeavour to procure subscribers or the failure to procure subscribers on the basis described above. The Joint Bookrunners will be entitled to retain any brokerage, fees, commissions or other benefits received in connection with these arrangements. 6.6 It is a term of the Rights Issue that all New Ordinary Shares validly taken up by subscribers under the Rights Issue may be allotted to such subscribers in the event that not all of the New Ordinary Shares offered for subscription under the Rights Issue are taken up.

7. OVERSEAS SHAREHOLDERS AND SELLING AND TRANSFER RESTRICTIONS 7.1 General 7.1.1 Whilst Overseas Shareholders (other than those in Excluded Territories) are entitled to participate in the Rights Issue, the offer of Nil Paid Rights, Fully Paid Rights, Provisional Allotment Letters and/or New Ordinary Shares pursuant to the Rights Issue and the distribution of this document or any other document relating to the Rights Issue (including the Provisional Allotment Letter) to persons resident in, or who are citizens of, or who have a registered address in a jurisdiction other than, the United Kingdom may be affected by the laws of the relevant jurisdiction. Those persons should consult their professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to take up their rights under the Rights Issue. It is the responsibility of all persons outside the United Kingdom (including, without limitation, custodians, nominees and trustees) receiving this document and/or a Provisional Allotment Letter and/or a credit of Nil Paid Rights to a stock account in CREST and wishing to accept the offer of New Ordinary Shares to satisfy themselves as to full observance of the laws of the relevant territory, including obtaining all necessary governmental or other consents which may be required, observing all other requisite formalities needing to be observed and paying any issue, transfer or other taxes due in such territory. 7.1.2 This paragraph 7.1 is intended as a general guide only. Any Overseas Shareholder who is in doubt as to his position should consult his own independent professional adviser without delay. It sets out certain restrictions applicable to Qualifying Shareholders who have registered addresses outside the United Kingdom, who are citizens or residents of countries other than the United Kingdom, or who are persons (including, without limitation, custodians, nominees and trustees) who have a contractual or legal obligation to forward this document to a jurisdiction outside the United Kingdom or who hold Existing Ordinary Shares for the account or benefit of any such person. The restrictions set out in this paragraph 7 will also apply to any investors who acquire New Ordinary Shares in connection with the placement of New Ordinary Shares not subscribed for in the Rights Issue. 7.1.3 Having considered the circumstances, the Board have formed the view that it is necessary or expedient to restrict the ability of persons in the Excluded Territories to take up rights to the New Ordinary Shares or otherwise participate in the Rights Issue due to the time and costs involved in the registration of this document and/or compliance with the relevant local, legal or regulatory requirements in those jurisdictions. 7.1.4 The offer by way of Nil Paid Rights and Fully Paid Rights will be made to Qualifying Shareholders by means of the notice in the London Gazette referred to paragraph 9 of this Part IV (Terms and Conditions of the Rights Issue). The notice in the London Gazette will state where a Provisional Allotment Letter may be inspected or obtained. Receipt of this document and/or a Provisional Allotment Letter or the crediting of Nil Paid Rights to a stock account in CREST will not constitute an offer of securities for subscription, sale or purchase in those jurisdictions in which it would be illegal to make such an invitation or offer and, in those circumstances, this document and/or a Provisional Allotment Letter must be treated as sent for information only and should not be copied or redistributed. 7.1.5 No person receiving a copy of this document and/or a Provisional Allotment Letter and/ or receiving a credit of Nil Paid Rights to a stock account in CREST in any territory

109 other than the United Kingdom may treat the same as constituting an invitation or offer to him nor should he in any event use the Provisional Allotment Letter or deal with Nil Paid Rights or Fully Paid Rights in CREST unless, in the relevant territory, such an invitation or offer could lawfully be made to him or the Provisional Allotment Letter could lawfully be used or dealt with without contravention of any registration or other legal requirements. 7.1.6 Accordingly, subject to certain limited exceptions, persons (including, without limitation, custodians, nominees and trustees) receiving a copy of this document and/or a Provisional Allotment Letter or whose stock account in CREST is credited with Nil Paid Rights or Fully Paid Rights should not, in connection with the Rights Issue, distribute or send the same in or into, or transfer Nil Paid Rights or Fully Paid Rights to any person in or into, the United States or any other Excluded Territory. If a Provisional Allotment Letter or credit of Nil Paid Rights or Fully Paid Rights in CREST is received by any person in any Excluded Territory, or by their agent or nominee in any such territory, he must not seek to take up the rights referred to in the Provisional Allotment Letter or in this document or renounce the Provisional Allotment Letter or transfer the Nil Paid Rights or Fully Paid Rights in CREST unless the Company determines that such actions would not violate applicable legal or regulatory requirements. Any person (including, without limitation, custodians, nominees and trustees) who does forward this document or a Provisional Allotment Letter into any such territories (whether under contractual or legal obligation or otherwise) should draw the recipient’s attention to the contents of this paragraph 7.1. 7.1.7 Subject to this paragraph 7.1, any person (including, without limitation, nominees, agents and trustees) outside the United Kingdom wishing to take up his rights under the Rights Issue (or to do so on behalf of someone else) must satisfy himself as to full observance of the applicable laws of any relevant territory including obtaining any requisite governmental or other consents, observing any other requisite formalities and paying any issue, transfer or other taxes due in such territories. 7.1.8 None of the Company, the Joint Bookrunners, nor either of their respective representatives, is making any representation to any offeree or purchaser of the New Ordinary Shares, Nil Paid Rights or Fully Paid Rights regarding the legality of an investment in the New Ordinary Shares, Nil Paid Rights or Fully Paid Rights by such offeree or purchaser under the laws applicable to such offeree or purchaser. 7.1.9 The Company reserves the right to treat as invalid and will not be bound to allot or issue any New Ordinary Shares in respect of any acceptance or purported acceptance of the offer of New Ordinary Shares which: (i) appears to the Company or its agents to have been executed, effected or dispatched from the United States or any other Excluded Territory unless the Company is satisfied that such action would not result in the contravention of any registration or other legal requirement; or (ii) in the case of a Provisional Allotment Letter, provides an address for delivery of the share certificates or other statements of entitlement or advice in an Excluded Territory or any other jurisdiction outside the UK in which it would be unlawful to deliver such certificates, statements or advice or if the Company or its agents believe that the same may violate applicable legal or regulatory requirements; or (iii) in the case of a credit of New Ordinary Shares in CREST, to a CREST member or CREST sponsored member whose registered address would be in the United States or any other Excluded Territory or any other jurisdiction outside the UK in which it would be unlawful to make such a credit or if the Company or its agents believe that the same may violate applicable legal or regulatory requirements. 7.1.10 The attention of Overseas Shareholders with registered addresses in the United States or any of the other Excluded Territories is drawn to paragraphs 7.2 to 7.6 below. 7.1.11 The provisions of paragraph 6 above will apply to Overseas Shareholders who do not take up New Ordinary Shares provisionally allotted to them or are unable to take up

110 New Ordinary Shares provisionally allotted to them because such action would result in a contravention of applicable law or regulatory requirements. Accordingly, such Shareholders will be treated as Shareholders that have not taken up their entitlement for the purposes of paragraph 6 above and the Joint Bookrunners will use reasonable endeavours to procure subscribers for the relevant New Ordinary Shares. The net proceeds of such sales (after deduction of expenses) will be paid to the relevant Shareholders pro-rata to their holdings of Existing Ordinary Shares on the Rights Issue Record Date as soon as practicable after receipt, save that no payment will be made of amounts of less than £5.00 or for amounts in respect of fractions, which amounts will be retained for the benefit of the Company. None of the Company, the Joint Bookrunners or any other person shall be responsible or have any liability whatsoever for any loss or damage (actual or alleged) arising from the terms or the timing of the acquisition or the procuring of it or any failure to procure subscribers. 7.1.12 Notwithstanding any other provision of this document or the Provisional Allotment Letter, the Company reserves the right to permit any Qualifying Shareholder to take up rights, if in its sole and absolute discretion, it is satisfied that the transaction in question is exempt from, or not subject to, the legislation or regulations giving rise to the restrictions in question. If the Company is so satisfied, the Company will arrange for the relevant Qualifying Shareholder to be sent a Provisional Allotment Letter if he is a Qualifying Non-CREST Shareholder or, if he is a Qualifying CREST Shareholder, arrange for Nil Paid Rights to be credited to the relevant CREST stock account. 7.1.13 Those Qualifying Shareholders who wish, and are permitted, to take up their entitlement should note that payments must be made as described in paragraph 4.4 in relation to Qualifying Non-CREST Shareholders and paragraph 5.2 in relation to Qualifying CREST Shareholders of this Part IV. 7.1.14 The provisions of paragraph 6 of this Part IV will apply generally to Qualifying Shareholders with registered addresses in the Excluded Territories who do not or are unable to take up New Ordinary Shares provisionally allotted to them. 7.2 Offering and transfer restrictions relating to the United States 7.2.1 The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and the Provisional Allotment Letters have not been and will not be registered under the Securities Act or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States and there will be no public offering of the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and the Provisional Allotment Letters in the United States. 7.2.2 Prospective investors are hereby notified that sellers of the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares may be relying on the exemption from registration provisions under section 5 of the Securities Act provided by Rule 144A thereunder. 7.2.3 Accordingly, the Company is not extending the offer under the Rights Issue into the United States unless an exemption from the registration requirements of the US Securities Act is available and, subject to certain very limited exceptions, none of this Prospectus and the Provisional Allotment Letter constitutes, or will constitute, or forms any offer or an invitation to apply for or an offer or an invitation to acquire or subscribe for any Nil Paid Rights, Fully Paid Rights or New Ordinary Shares in the United States. 7.2.4 Subject to certain very limited exceptions, neither this Prospectus nor a Provisional Allotment Letter will be sent to any Shareholder with a registered address in the United States. Subject to certain very limited exceptions, Provisional Allotment Letters or renunciations thereof sent from or postmarked in the United States will be deemed to be invalid and all persons subscribing for New Ordinary Shares and wishing to hold such New Ordinary Shares in registered form must provide an address for registration of the New Ordinary Shares issued upon exercise thereof outside the United States.

111 7.2.5 Subject to certain limited exceptions, any person who acquires Nil Paid Rights, Fully Paid Rights and the New Ordinary Shares will be deemed to have declared, warranted and agreed, by accepting delivery of this document or the Provisional Allotment Letters, taking up their entitlement or accepting delivery of the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares, that they are not, and that at the time of acquiring the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares they will not be, in the United States or acting on a non-discretionary basis for a person located within the United States and that they are not acquiring the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares in the United States or anywhere the Company believes will result in the contravention of any applicable legal requirements in any jurisdiction. Each such person further will be deemed to have declared, warranted and agreed that: (i) it acknowledges (or if it is a broker-dealer acting on behalf of a customer, its customer has confirmed to it that such customer acknowledges) that the Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letters and the New Ordinary Shares have not been and will not be registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and are being distributed and offered outside the United States in reliance on Regulation S; (ii) it is acquiring the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares from the Company in an “offshore transaction” as defined in and meeting the requirements of Regulation S; and (iii) the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares have not been offered to it by the Company by means of any “directed selling efforts” as defined in Regulation S. 7.2.6 Subject to certain very limited exceptions, any person located in the United States who acquires or subscribes for Nil Paid Rights, Fully Paid Rights or New Ordinary Shares will be deemed to declare, warrant and agree that it has received a copy of this Prospectus and such other information as it deems necessary to make an investment decision and that: (i) it is (i) a QIB within the meaning of Rule 144A; (ii) acquiring the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares for its own account or for the account of one or more QIBs with respect to whom it has the authority to make, and does make, the representations and warranties set forth herein; (iii) acquiring the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares for investment purposes, and not with a view to further distribution of such Nil Paid Rights, Fully Paid Rights or New Ordinary Shares; and (iv) aware, and each beneficial owner of the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares has been advised, that the offer and sale of the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares to it is being made in reliance on Rule 144A or in reliance on another exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act; and (ii) it understands that the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares are being offered and sold in the United States only in a transaction not involving any public offering within the meaning of the Securities Act and that the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, pledged or otherwise transferred except (i) to a person that it and any person acting on its behalf reasonably purchasing for its own account or for the account of a QIB in a transaction meeting the requirements of Rule 144A, or another exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act; (ii) in an Offshore Transaction in accordance with Rule 903 or Rule 904 of Regulation S; (iii) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available); or (iv) pursuant to an effective registration statement under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States. It further (A)

112 understands that the New Ordinary Shares may not be deposited into any unrestricted depositary receipt facility in respect of the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares established or maintained by a depositary bank; (B) acknowledges that the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares (whether in physical certificated form or in uncertificated form held in CREST) are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act and that no representation is made as to the availability of the exemption provided by Rule 144 for resales of the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares; and (C) understands that the Company may not recognise any offer, sale, resale, pledge or other transfer of the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares made other than in compliance with the above-stated restrictions. 7.2.7 The Company, the Joint Bookrunners and their affiliates will rely on the truth and accuracy of the foregoing acknowledgements, representations and agreements. 7.2.8 The Company, the Joint Bookrunners and their affiliates reserve the right to treat as invalid any Provisional Allotment Letter (or renunciation thereof) that appears to the Company, the Joint Bookrunners and their affiliates to have been executed in or despatched from the United States, or that provides an address in the United States for the acceptance or renunciation of the Rights Issue, or which does not make the warranty set out in the Provisional Allotment Letter to the effect that the person accepting and/or renouncing the Provisional Allotment Letter does not have a registered address and is not otherwise located in the United States and is not acquiring or subscribing for the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such Nil Paid Rights, Fully Paid Rights or New Ordinary Shares in the United States or where the Company believes acceptance of such Provisional Allotment Letter may infringe applicable legal or regulatory requirements. The Company will not be bound to allot (on a non-provisional basis) or issue any Nil Paid Rights, Fully Paid Rights or New Ordinary Shares to any person with an address in, or who is otherwise located in, the United States in whose favour a Provisional Allotment Letter or any Nil Paid Rights, Fully Paid Rights or New Ordinary Shares may be transferred or renounced. In addition, the Company and the Joint Underwriters reserve the right to reject any Instruction sent by or on behalf of any CREST Member with a registered address in the United States in respect of the Nil Paid Rights. 7.2.9 No representation has been, or will be, made by the Company or the Banks as to the availability of Rule 144 under the US Securities Act or any other exemption under the US Securities Act or any state securities laws for the reoffer or transfer of the New Ordinary Shares. 7.2.10 Any person in the United States who obtains a copy of this document or a Provisional Allotment Letter and who is not a QIB is required to disregard it. 7.2.11 Potential purchasers of the New Ordinary Shares in the United States are advised to consult legal counsel before making any offer for, resale or other transfer of, such New Ordinary Shares. 7.2.12 In addition, until 40 days after the commencement of the Rights Issue, an offer, sale or transfer of the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares or the Provisional Allotment Letters within the United States by a dealer (whether or not participating in the Rights Issue) may violate the registration requirements of the US Securities Act. 7.2.13 The provisions of paragraph 6 of this Part IV will apply to any New Ordinary Shares not taken up. Accordingly, subject to certain exceptions, Qualifying Shareholders with registered addresses in the United States will be treated as holders who are not participating in the Rights Issue, and the Joint Bookrunners will endeavour to sell the New Ordinary Shares relating to such holders’ entitlements on such holders’ behalf.

113 7.3 Procedures for the exercise of the Nil Paid Rights and application for Fully Paid Rights by QIBs 7.3.1 QIBs may exercise the Nil Paid Rights and apply for the Fully Paid Rights by delivering a properly completed Provisional Allotment Letter to the Receiving Agent in accordance with the procedures set out in this paragraph 7 of this Part IV and by doing so will be deemed to have declared warranted and agreed to the representations set out in paragraph 7.2.6 of this Part IV. 7.3.2 If such a person holds his Ordinary Shares through a bank, a broker or another financial intermediary, his financial intermediary should submit the Provisional Allotment Letter on his behalf, and by doing so will be deemed to have declared, warranted and agreed to the representations set out in paragraph 7.2.6 of this Part IV. 7.3.3 The Company and the Receiving Agent have the discretion to refuse to accept any Provisional Allotment Letter that is incomplete, unexecuted, or not preceded or accompanied by an executed investor letter or any other required additional documentation. 7.3.4 The Company and the Receiving Agent have the discretion to refuse to accept any orders for Fully Paid Rights or New Ordinary Shares that it believes have been made in breach of the representations, warranties and undertakings set out or referred to in this paragraph 7 of this Part IV. 7.4 US transfer restrictions in respect of shares not taken up in the Rights Issue 7.4.1 Any person with a registered address, or who is resident or located, in the United States that subscribes for any New Ordinary Shares that were not taken up in the Rights Issue must meet certain requirements and will be deemed to have represented, acknowledged and agreed that it has received a copy of this document and such other information as it deems necessary to make an investment decision and to have further represented, acknowledged and agreed as follows (terms defined in Rule 144A or Regulation S shall have the same meaning in this paragraph): (i) It is a QIB and, if it is subscribing for or acquiring the New Ordinary Shares as a fiduciary or agent for one or more investor accounts, each owner of such account is a QIB. (ii) It is aware, and each beneficial owner of the New Ordinary Shares has been advised, that the New Ordinary Shares have not been, and will not be, registered under the US Securities Act, and that the offer and sale to it (or such beneficial owner) is being made in a transaction not involving a public offering that is exempt from registration under the US Securities Act. (iii) It is acquiring the New Ordinary Shares for its own account or for the account of a QIB as to which it has full investment discretion (and it has full power and authority to make, and does make, the acknowledgments, representations and agreements herein on behalf of each owner of such account), in each case for investment purposes and not with a view to, or for offer or sale in connection with, any distribution (within the meaning of the United States securities laws) thereof. (iv) It has made its own assessment concerning the relevant tax, legal and other economic considerations relevant to its investment in the New Ordinary Shares. It will base its investment decision solely on this document, including the information incorporated by reference herein. It acknowledges that none of the Company, any of its affiliates or any other person (including either of the Banks or any of their respective affiliates) has made any representations, express or implied, to it with respect to the Company, the Rights Issue, the New Ordinary Shares or the accuracy, completeness or adequacy of any financial or other information concerning the Company, the Rights Issue or the New Ordinary Shares, other than (in the case of the Company and its affiliates only) the information contained or incorporated by reference in this document. It acknowledges and agrees that it will not hold the Banks or any of their affiliates or any person acting on their behalf responsible or liable for any misstatements

114 in or omissions from any publicly available information relating to the Company. It acknowledges that it has not relied on any investigation that the Banks or any person acting on their behalf may or may not have conducted, nor any information contained in any research reports prepared by the Banks or any of their respective affiliates, and it has relied solely on its own judgment, examination and due diligence of the Company, and the terms of the transaction, including the merits and risks involved, and not upon any view expressed by or information provided by, or on behalf of, the Banks or any of their affiliates. It acknowledges that it has read and agreed to the matters set forth under this paragraph 8 of this Part IV. (v) It is aware that the New Ordinary Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the US Securities Act. (vi) It is aware that the New Ordinary Shares may not be deposited, and it agrees that it shall not deposit any New Ordinary Shares, into any unrestricted depositary facility and that the New Ordinary Shares may not settle or trade, and it agrees that it shall not settle or trade such New Ordinary Shares, through the facilities of The Depository Trust Company or any other U.S. exchange or clearing system, unless at the time of deposit, settlement or trading such New Ordinary Shares are no longer “restricted securities” within the meaning of Rule 144(a)(3) under the US Securities Act. (vii) It will not reoffer, resell, pledge or otherwise transfer the New Ordinary Shares except (i) outside the United States in accordance with Rule 903 or Rule 904 of Regulation S; or (ii) to another QIB in compliance with Rule 144A; or (iii) pursuant to an exemption from registration under the US Securities Act provided by Rule 144 or any other exemption from the registration requirements of the US Securities Act, subject to its delivery to the Company of an opinion of counsel (and of such other evidence that the Company may reasonably require) that such transfer or sale is in compliance with the US Securities Act, in each case in accordance with any applicable securities laws of any state or other jurisdiction of the United States. It understands that no representation has been made as to the availability of Rule 144 of the US Securities Act or any other exemption under the US Securities Act or any state securities laws for the offer, resale, pledge or transfer of the securities. It will notify any person to whom it subsequently reoffers, resells, pledges or otherwise transfers the New Ordinary Shares of the foregoing restrictions on transfer. (viii) It understands, and each beneficial owner understands, that the Company does not intend to file a registration statement in respect of the New Ordinary Shares. (ix) It is an institution, and it, and each other QIB, if any, for whose account it is acquiring the New Ordinary Shares, in the normal course of business invests in or purchases securities similar to the New Ordinary Shares, (i) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the New Ordinary Shares, and (ii) has the financial stability to bear the economic risk of such investment in the New Ordinary Shares and adequate means for providing for current needs and possible contingencies. It agrees that it will not look to either of the Banks or any of their affiliates for all or part of any loss it may suffer. (x) It is not acquiring the New Ordinary Shares as a result of any general solicitation or general advertising (within the meaning of Regulation D under the US Securities Act), including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over the radio or television or any seminar or meeting whose attendees have been invited by general solicitation or general advertising or directed selling efforts (as that term is defined in Regulation S). (xi) It acknowledges that, to the extent any New Ordinary Shares are delivered in certificated form, the certificate delivered in respect of such New Ordinary Shares will bear a legend substantially to the following effect for so long as the

115 securities are “restricted securities” within the meaning of Rule 144(a)(3) under the US Securities Act: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES US SECURITIES ACT OF 1933, AS AMENDED (THE “US SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE US SECURITIES ACT, (B) TO A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN AND IN COMPLIANCE WITH RULE 144A; OR (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT PROVIDED BY RULE 144 OR ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT, SUBJECT TO DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL (AND OF SUCH OTHER EVIDENCE THAT THE COMPANY MAY REASONABLY REQUIRE) THAT SUCH TRANSFER OR SALE IS IN COMPLIANCE WITH THE US SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE US SECURITIES ACT FOR RESALES OF THE SHARES REPRESENTED HEREBY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THE SHARES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF THESE SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS. (xii) It acknowledges and agrees that the Company shall not have any obligation to recognise any offer, resale, pledge or other transfer made other than in compliance with the restrictions on transfer set forth and described in this paragraph and that the Company may make notations on its records or give instructions to any transfer agent of the New Ordinary Shares in order to implement such restrictions. (xiii) It acknowledges and agrees that the Company, its affiliates, the Banks, their respective affiliates, the Registrar and others will rely upon the truth and accuracy of the foregoing warranties, acknowledgements, representations and agreements. It agrees that if any of the representations, warranties, agreements and acknowledgements deemed to be made cease to be accurate, it shall promptly notify the Company and the Banks.

7.5 Other overseas territories 7.5.1 Due to restrictions under the securities laws of the Excluded Territories, and subject to certain exceptions, no Provisional Allotment Letters will be sent to, and no Nil Paid Rights or Fully Paid Rights will be credited to, a stock account in CREST of, persons with registered addresses, or who are resident or located, in the Excluded Territories and the Nil Paid Rights to which they are entitled will be sold if possible in accordance with the provisions of paragraph 6 of this Part IV (Terms and Conditions of the Rights Issue). Subject to certain exceptions, the Provisional Allotment Letters, the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares may not be transferred or sold to, or renounced or delivered in, the Excluded Territories. No offer of New Ordinary Shares is being made by virtue of this document or the Provisional Allotment Letters in to the Excluded Territories. The offer by way of Nil Paid Rights and Fully Paid Rights will be made to such Shareholders by means of the notice in the London Gazette referred to in paragraph 9 of this Part IV (Terms and Conditions of the Rights Issue). The notice in the London Gazette will state where a Provisional Allotment Letter may be inspected or obtained. Any person with a registered address, or who is resident or located, in any of the Excluded Territories who obtains a copy of this document or a

116 Provisional Allotment Letter is required to disregard them, except with the consent of the Company. 7.5.2 Qualifying Shareholders in jurisdictions other than the Excluded Territories may, subject to the laws of their relevant jurisdiction, accept their rights under the Rights Issue in accordance with the instructions set out in this document and, in the case of Qualifying Non-CREST Shareholders only, the Provisional Allotment Letters. 7.5.3 Qualifying Shareholders who have registered addresses in or who are resident in, or who are citizens of, countries other than the United Kingdom should consult their appropriate professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to take up their Nil Paid Rights or to acquire Fully Paid Rights or New Ordinary Shares. 7.5.4 If you are in any doubt as to your eligibility to accept the offer of New Ordinary Shares or to deal with Nil Paid Rights or Fully Paid Rights, you should contact your appropriate professional adviser immediately. 7.5.5 EEA States In relation to the EEA States that have implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive was implemented in that relevant member state (the “Relevant Implementation Date”), no New Ordinary Shares, Nil Paid Rights or Fully Paid Rights have been offered or will be offered pursuant to the Rights Issue to the public in that relevant member state prior to the publication of a prospectus in relation to the New Ordinary Shares, Nil Paid Rights and Fully Paid Rights which has been approved by the competent authority in that relevant member state or, where appropriate, approved in another relevant member state and notified to the competent authority in the relevant member state, all in accordance with the Prospectus Directive, except that with effect from and including the relevant implementation date, offers of New Ordinary Shares, Nil Paid Rights or Fully Paid Rights may be made to the public in that relevant member state at any time under the following exemptions under the Prospectus Directive, if they are implemented in that relevant member state: (i) to any legal entity which is a qualified investor, as defined in the Prospectus Directive; (ii) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) in such relevant member states; or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of New Ordinary Shares, Nil Paid Rights or Fully Paid Rights shall result in a requirement for the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive. For this purpose, the expression “an offer of any New Ordinary Shares, Nil Paid Rights or Fully Paid Rights to the public” in relation to any New Ordinary Shares, Nil Paid Rights and Fully Paid Rights in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the Rights Issue and any New Ordinary Shares, Nil Paid Rights and Fully Paid Rights to be offered so as to enable an investor to decide to acquire any New Ordinary Shares, Nil Paid Rights or Fully Paid Rights, as the same may be varied in that relevant member state by any measure implementing the Prospectus Directive in that relevant member state. 7.5.6 Canada No prospectus has been filed with any securities commission or similar regulatory authority in Canada in connection with the offer and sale of Nil Paid Rights, Fully Paid Rights, New Ordinary Shares or Provisional Allotment Letter. No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon this document or on the merits of the Nil Paid Rights, Fully Paid Rights, New Ordinary Shares or Provisional Allotment Letter and any representation to the contrary is an offence.

117 Except as otherwise provided for herein, this document does not constitute an offer of Nil Paid Rights, Fully Paid Rights, New Ordinary Shares or Provisional Allotment Letter to any Shareholder with a registered address in, or who is resident in, Canada, and under no circumstances shall be construed as a public advertisement or public offering in any province or territory in Canada. Any distribution of Nil Paid Rights, Fully Paid Rights, New Ordinary Shares or Provisional Allotment Letter in Canada is being made on a “private placement” basis exempt from the requirement that the Company prepare and file a prospectus with the securities commissions or similar regulatory authorities in Canada. Nil Paid Rights, Fully Paid Rights, New Ordinary Shares and Provisional Allotment Letter may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered in Canada, except that: (A) this restriction does not apply to a Shareholder in Canada who is notified in writing by the Joint Bookrunners that the Shareholder is eligible to participate in the Rights Issue and makes for the benefit of the Company and the Joint Bookrunners such written representations, warranties and undertakings as may reasonably be required in connection with such participation, as applicable; and (B) New Ordinary Shares may be offered and sold by underwriters or sub- underwriters to purchasers in the provinces of British Columbia, Alberta, Ontario or Québec that will be deemed to have represented to the Company and the Joint Underwriters that such purchaser is (i) purchasing, or deemed to be purchasing, as principal in accordance with applicable Canadian securities laws, (ii) an accredited investor, as defined in section 1.1 of National Instrument 45- 106 Prospectus Exemptions or, in Ontario, subsection 73.3(1) of the Securities Act (Ontario), and (iii) a permitted client, as defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any sale or resale of Nil Paid Rights, Fully Paid Rights or New Ordinary Shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws. Resale restrictions may under certain circumstances apply to resales of the securities outside of Canada. Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this document (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal adviser. Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (“NI 33- 105”), the Joint Underwriters are not required to comply with the disclosure requirements of NI 33- 105 regarding underwriter conflicts of interest in connection with this offering. 7.5.7 Switzerland The offering of New Ordinary Shares, Nil Paid Rights, or Fully Paid Rights in Switzerland is exempt from the requirement to prepare and publish a prospectus under the Swiss Financial Services Act (“FinSA”) because such offering is made to professional clients within the meaning of the FinSA only and/or to less than 500 retail clients within the meaning of the FinSA and neither of the New Ordinary Shares, Nil Paid Rights, or Fully Paid Rights will be admitted to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. This document does neither constitute a prospectus pursuant to FinSA, nor pursuant to article 652a of the Swiss Code of Obligations (as such article was in effect immediately prior to the entry into effect of FinSA), nor pursuant to the Listing Rules of SIX Swiss Exchange, and no such prospectus has been or will be prepared for or in connection with the offering of New Ordinary Shares, Nil Paid Rights, or Fully Paid Rights.

118 7.5.8 Turkey This document does not constitute an offer to sell, or the solicitation of an offer to buy, of the New Ordinary Shares in the Republic of Turkey where such offer or solicitation is subject to approval by the Turkish Capital Markets Board (“CMB”). The distribution of this document and/or any accompanying documents and/or the transfer of the New Ordinary Shares under the Rights Issue into the Republic of Turkey in a manner that may constitute an offering or sale may be restricted by law. Therefore, persons into whose possession this document or any accompanying documents comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws and regulations of the Republic of Turkey. Notwithstanding the foregoing, pursuant to Decree No. 32 on the Protection of the Value of the Turkish Lira, residents of Turkey: (a) may purchase or sell the New Ordinary Shares (or beneficial interests therein) offshore provided that such purchase or sale is made through licensed banks or licensed brokerage institutions authorised pursuant to Banking Regulation and Supervisory Authority (“BRSA”) and/or CMB regulations and the purchase price is transferred through licensed banks authorised under BRSA regulations. As such, Turkish residents should use licensed banks or licensed brokerage institutions when purchasing the New Ordinary Shares (or beneficial interests therein) under the Rights Issue and transfer the purchase price through licensed banks authorised under BRSA regulations. 7.5.9 Australia This Prospectus and the offer is only made available in Australia to persons to whom a disclosure document is not required to be given under Chapter 6D of the Australian Corporations Act 2001 (Cth) (the “Corporations Act”), including to existing shareholders in the Company under ASIC Corporations (Foreign Rights Issues) Instrument 2015/356. This Prospectus is not a prospectus, product disclosure statement or any other form of “disclosure document” for the purposes of the Corporations Act and is not required to, and does not contain all the information which would be required in a disclosure document under the Corporations Act. The persons referred to in this document may not hold Australian financial services licences and may not be licensed to provide financial product advice in relation to the New Ordinary Shares. No “cooling-off” regime will apply to an acquisition of Nil Paid Rights, Fully Paid Rights or New Ordinary Shares. This document does not take into account the investment objectives, financial situation or needs of any particular person. Accordingly, before making any investment decision in relation to this document, you should assess whether the acquisition of Nil Paid Rights, Fully Paid Rights or New Ordinary Shares is appropriate in light of your own financial circumstances or seek professional advice. 7.6 Representations and warranties relating to Shareholders 7.6.1 Qualifying Non-CREST Shareholders (i) Any person accepting and/or renouncing a Provisional Allotment Letter or requesting registration represents and warrants to the Company and the Joint Bookrunners that, except where proof has been provided to the Company’s satisfaction that such person’s use of the Provisional Allotment Letter will not result in the contravention of any applicable legal requirements in any jurisdiction: (A) such person is not accepting and/or renouncing the Provisional Allotment Letter from within any Excluded Territory; (B) such person is not in any territory in which it is unlawful to make or accept an offer to subscribe for New Ordinary Shares or to use the Provisional Allotment Letter in any manner in which such person has used or will use it;

119 (C) such person is not acting on a non-discretionary basis for a person located within any Excluded Territory (except as agreed with the Company) or any territory referred to in 7.6.1.(i)(B) above at the time the instruction to accept or renounce was given; and (D) such person is not acquiring New Ordinary Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such New Ordinary Shares into any Excluded Territory. (ii) The Company may treat as invalid any acceptance or purported acceptance of the allotment of New Ordinary Shares comprised in, or renunciation or purported renunciation of, a Provisional Allotment Letter if it: (A) appears to the Company or the Joint Bookrunners to have been executed in or despatched from the United States or any other Excluded Territory or otherwise in a manner which may involve a breach of the laws of any jurisdiction or if they believe the same may violate any applicable legal or regulatory requirement; (B) provides an address in the United States or any other Excluded Territory for delivery of definitive share certificates for New Ordinary Shares (or any jurisdiction outside the United Kingdom in which it would be unlawful to deliver such certificates); or (C) purports to exclude the warranty required by this paragraph 7.6.2 Qualifying CREST Shareholders (i) A Qualifying CREST Shareholder who makes a valid acceptance in accordance with paragraph 5.2 of this Part IV represents and warrants to the Company and the Joint Bookrunners that, except where proof has been provided to the Company’ satisfaction that such person’s acceptance will not result in the contravention of any applicable legal requirement in any jurisdiction: (A) he or she is not within any Excluded Territory; (B) he or she is not in any territory in which it is unlawful to make or accept an offer to acquire or subscribe for Nil Paid Rights, Fully Paid Rights or New Ordinary Shares; (C) he or she is not accepting on a non-discretionary basis for a person located within any Excluded Territory or any territory referred to in 7.6.2(i)(B) above at any time the instruction to accept was given; and (D) he or she is not acquiring any Nil Paid Rights, Fully Paid Rights or New Ordinary Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such Nil Paid Rights, Fully Paid Rights or New Ordinary Shares into any Excluded Territory or into any territory referred to at 7.6.2(i)(B) above. (ii) The Company may, having first consulted with the Joint Bookrunners, treat as invalid any MTM instruction which (a) appears to the Company to have been despatched from the United States or an Excluded Territory or otherwise in a manner which may involve a breach of the laws of any jurisdiction or they or their agents believe may violate any applicable legal or regulatory requirement; or (b) purports to exclude the warranty required by this paragraph. (iii) All Qualifying Shareholders will also be deemed to have agreed and acknowledged that: (A) the Joint Bookrunners: (i) are acting exclusively for the Company and no one else in connection with the Rights Issue and the listing of the New Ordinary Shares on the premium listing segment of the Official List; and (ii) will not be responsible to anyone other than the Company for providing the protections afforded to their clients for providing advice in connection with the Rights Issue, the listing of the New Ordinary Shares

120 on the premium segment of the Official List or the contents of this document; (B) apart from the responsibilities and liabilities, if any, which may be imposed on the Joint Bookrunners by the FSMA, the regulatory regime established thereunder or otherwise under law: (i) each of the Joint Bookrunners do not have any responsibility or liability for the contents of this document; (ii) each of the Joint Bookrunners make no representation or warranty, express or implied, as to the contents of this document (including as to its accuracy, completeness or verification) or for any other statement made or purported to be made by or on behalf of any of them, by the Company or on its behalf or by any other person in connection with the Company, the New Ordinary Shares or the Rights Issue, and nothing in this document shall be relied upon as a promise or representation in this respect (whether as to the past or the future); and (iii) each of the Joint Bookrunners shall not have any liability whatsoever to such Qualifying Shareholders, whether arising in tort, contract or otherwise (save as referred to above) in respect of this document or any such statement; (C) such Qualifying Shareholder has not relied on the Joint Bookrunners or any person affiliated with them in connection with any investigation as to the accuracy of any information contained in this document or their investment decision; and (D) such Qualifying Shareholder has relied only on the information contained in this document, and that no person has been authorised to give any information or to make any representation concerning the Group or the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares (other than as contained in this document) and, if given or made, any such other information or representation should not be relied upon as having been authorised by the Company or the Joint Bookrunners. 7.7 Waiver The provisions of this paragraph 7 and of any other terms of the Rights Issue relating to all Qualifying Shareholders with registered addresses in any of the Excluded Territories may be waived, varied or modified as regards specific Shareholders or on a general basis by the Company at its absolute discretion. Subject to this, the provisions of this paragraph 7 supersede any terms of the Rights Issue inconsistent herewith. References in this paragraph 7 to Qualifying Shareholders shall include references to the person or persons executing a Provisional Allotment Letter and, in the event of more than one person executing a Provisional Allotment Letter, the provisions of this paragraph 7 shall apply to them jointly and to each of them.

7.8 Payment All payments must be made in the manner set out in paragraphs 4.4 and 5.2 of this Part IV (as applicable).

8. WITHDRAWAL RIGHTS 8.1 Persons who have the right to withdraw their acceptances under Section 87Q(4) of the FSMA after a supplementary prospectus (if any) has been published and who wish to exercise such right of withdrawal must do so by lodging a written notice of withdrawal (which shall not include a notice sent by facsimile), which must include the full name and address of the person wishing to exercise such statutory withdrawal rights and, if such person is a CREST member, the participant ID and the member account ID of such CREST member, with the Company’s Registrar, so as to be received no later than two Business Days after the date on which the supplementary prospectus was published, withdrawal being effective upon receipt of the written notice of withdrawal. Notice of withdrawal given by any other means or which is deposited with or received by the Registrar after the expiry of such period will not constitute a valid withdrawal.

121 8.2 Furthermore, the Company will not permit the exercise of withdrawal rights after payment by the relevant Shareholder of its subscription amount in full and the allotment of the New Ordinary Shares to such Shareholder becoming unconditional. In such circumstances, Shareholders are advised to consult their professional advisers. 8.3 Provisional allotments of entitlements to New Ordinary Shares which are the subject of a valid withdrawal notice will be deemed to be declined. Such entitlements to New Ordinary Shares will be subject to the provisions of paragraph 6 above as if the entitlement had not been validly taken up.

9. NOTICE IN THE LONDON GAZETTE 9.1 In accordance with section 562(3) of the Companies Act, the offer of Nil Paid Rights or Fully Paid Rights to Qualifying Shareholders who have no registered address in an EEA State and who have not given to the Company an address in an EEA State for the serving of notices, will (subject to the other conditions of the Rights Issue) be made by the Company causing a notice to be published in the London Gazette on 28 May 2020 (or such other date as the Joint Bookrunners and the Company may agree) stating where copies of this document and the Provisional Allotment Letters may be obtained or inspected on personal application by or on behalf of such Qualifying Shareholders. Any person with a registered address, or who is resident or located, in the United States or any of the Excluded Territories who obtains a copy of this document or a Provisional Allotment Letter is required to disregard them, except with the consent of the Company 9.2 However, in order to facilitate acceptance of the offer made to such Qualifying Shareholders by virtue of such publication, Provisional Allotment Letters will also be posted to Qualifying Shareholders who are Overseas Shareholders (other than, subject to certain exceptions, to those with registered addresses in, or who are resident in, the United States or any of the Excluded Territories). Such Shareholders, if it is lawful to do so, may accept the offer of Nil Paid Rights or Fully Paid Rights either by returning the Provisional Allotment Letter posted to them in accordance with the instructions set out therein or, subject to surrendering the original Provisional Allotment Letter posted to them, by obtaining a copy thereof from the place stated in the notice and returning it in accordance with the instructions set out there. Similarly, Nil Paid Rights are expected to be credited to stock account in CREST of Qualifying CREST Shareholders who are Overseas Shareholders (other than, subject to certain exceptions, those with registered addresses, or who are resident in, the United States or any of the Excluded Territories).

10. TIMES AND DATES 10.1 The Company shall, at its discretion and after consultation with its financial and legal advisers, be entitled to amend the dates that Provisional Allotment Letters are despatched or dealings in Nil Paid Rights commence and amend or extend the latest date for acceptance under the Rights Issue and all related dates set out in this document and in such circumstances shall notify the FCA, via a Regulatory Information Service approved by the FCA and, if appropriate, Qualifying Shareholders. However, Qualifying Shareholders may not receive any further written communication. 10.2 If a supplementary prospectus is issued by the Company two or fewer Business Days prior to the latest time and date for acceptance and payment in full under the Rights Issue specified in this document, the latest date for acceptance under the Rights Issue shall be extended to the date that is three Business Days after the date of issue of the supplementary prospectus (and the dates and times of principal events due to take place following such date shall be extended accordingly).

11. TAXATION 11.1 The information contained in Part IX (Taxation) is intended as a general guide only to the current tax position in the United Kingdom and Qualifying Shareholders should consult their own tax advisers regarding the tax treatment of the Rights Issue in light of their own circumstances.

122 11.2 Certain statements regarding United Kingdom taxation in respect of the Rights Issue are set out in this Part IV of this document. Shareholders who are in any doubt as to their tax position in relation to taking up their entitlements under the Rights Issue, or who are subject to tax in any jurisdiction other than the United Kingdom should immediately consult a suitable professional adviser.

12. SHARE PLANS The Directors may, if they determine that it is appropriate, and subject to the necessary approvals, adjust the exercise price per Ordinary Share (if relevant) and the number of Ordinary Shares under outstanding options or awards granted under the Hyve Share Plans, in accordance with the rules of each of the Hyve Share Plans. Any adjustments will not be made until after the Ex-Rights Date. Participants in the Hyve Share Plans will be contacted separately with further information on how their options and awards may be affected by the Rights Issue.

13. DILUTION Qualifying Shareholders who do not take up any of their Nil Paid Rights will experience dilution of their shareholdings by 69.2 per cent. as a result of the Rights Issue. Those Qualifying Shareholders who take up the New Ordinary Shares provisionally allotted to them in full will, subject to the rounding down and sale of any fractions, retain the same proportionate voting and distribution rights as held by them at the close of business on the Rights Issue Record Date.

14. GOVERNING LAW AND JURISDICTION This document (including the terms and conditions of the Rights Issue), the Provisional Allotment Letters and any non-contractual obligation related thereto shall be governed by, and construed in accordance with, the laws of England and Wales. The New Ordinary Shares will be created and issued pursuant to the Articles and under the Companies Act. The courts of England and Wales are to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Rights Issue, this document or the Provisional Allotment Letter including, without limitation, disputes relating to any non-contractual obligations arising out of or in connection with the Rights Issue, this document or the Provisional Allotment Letter. By taking up New Ordinary Shares under the Rights Issue in accordance with the instructions set out in this document and, in the case of Qualifying Non-CREST Shareholders only, the Provisional Allotment Letter, Qualifying Shareholders irrevocably submit to the jurisdiction of the courts of England and Wales and waive any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum.

15. FURTHER INFORMATION Your attention is drawn to the further information set out in this document and also, in the case of Qualifying Non-CREST Shareholders and any other Qualifying Shareholders to whom the Company has sent Provisional Allotment Letters, to the terms, conditions and other information printed on the accompanying Provisional Allotment Letter.

123 PART V

INFORMATION ON THE GROUP

The following information should be read in conjunction with the information appearing elsewhere in, or incorporated by reference in, this document, including the financial and other information in, or incorporated by reference in, Part IX (Taxation) and Part VI (Operating and Financial Review).

1. HISTORY, DEVELOPMENT AND BUSINESS OVERVIEW OF THE HYVE GROUP 1.1 Business overview Hyve is a next generation global events business that specialises in putting on market leading events, where customers from around the world are able to connect, learn, advance their businesses and contribute to shaping industry innovation. The Group’s vision is to create the world’s leading portfolio of content driven, must attend events, delivering an outstanding experience and return on investment for its customers. The Group’s events portfolio includes 133 exhibitions and conferences (including some biennial events), and it believes its market- leading events in key industry sectors facilitate the formation of new communities among and the creation of new business opportunities for its customers. The Group’s events address both large, mature markets and emerging markets, and its business is comprised of six segments, being Global Brands, Russia, Asia, United Kingdom, Central Asia and Eastern & Southern Europe. The Group’s customer base is primarily comprised of exhibitors (which accounted for 93 per cent. of the Group’s revenue for FY 2019) and attendees, but also includes sponsors, speakers and other special guests, and providing a premium service to each of these different customer types is critical to the Group’s success. The Group’s events attract a wide range of customers including buyers, sellers, groups, individuals, corporations, governments, schools, social media influencers and business decision makers amongst others. In addition to its core role as an event organiser, the Group also acts as a marketing platform and facilitator for its customers. The Group’s events connect exhibitors and attendees from around the world through face-to-face contact, facilitated meetings, community creation and networking and marketing platforms. The Group’s primary strategy is to deliver the market leading event in a particular geography and industry sector, with its centralised operating model being applied to these events to continuously drive innovation and growth. The implementation of this strategy is underpinned by the Group’s performance-led culture and values. The Group launched the TAG Programme in 2017 to further implement its strategy across the business, the implementation of which is largely complete. The key pillars of the TAG Programme are: (i) the creation of a scalable, product-led, centralised operating model in order to drive organic growth; (ii) actively managing the Group’s portfolio by putting investment into the exhibitions it believes have the greatest capacity to grow; and (iii) making selective product-led acquisitions by pursuing acquisitions focused around a product rather than a purely geographical, portfolio-led acquisition programme. Signifying the ongoing transformation of the Group as a result of the implementation of the TAG Programme, the Group changed its name to Hyve Group plc in 2019 to reflect its progression to becoming a global business with a centralised operating model. The Group’s events portfolio consisted of 130 events (including some biennial events) with an average revenue per event of £1.7 million as at 30 September 2019 (compared to 269 events and an average revenue per event of £0.5 million as at FY 2017). The Group believes the investment in its business through the implementation of the TAG Programme has resulted in a stronger and more diverse events portfolio with a more balanced geographical footprint. The Group acquired the Shoptalk and Groceryshop events in the United States in December 2019, and has identified multiple areas of potential strategic growth stemming from the acquisition of these events, including the potential to roll these events out in other countries and regions and the leveraging of their Hosted Buyer Programme across selected Group events. The industry leading Shoptalk and Groceryshop Hosted Buyer Programme is underpinned by bespoke software. This includes a platform that facilitates group meetings amongst event exhibitors and attendees to engage in conversations in relation to pre-defined topics of mutual

124 interest. The Group, through one of its wholly owned subsidiaries, Regent US Holdco Inc., has entered into a source code licence and transition and platform services agreement with Personatech, Inc. under which a licence is granted for the use of the Hosted Buyer Programme software at any Hyve event (“Personatech Licence Agreement”). At the Shoptalk and Groceryshop events in 2019, the Hosted Buyer Programme facilitated approximately 11,000 meetings by more than 600 sponsor companies (who pay to purchase a number of meetings with hosted retailers and brands) with approximately 2,000 individuals from approximately 775 hosted retailers and brands. The Group’s management consider the Hosted Buyer Programme to be an area for further development and potential revenue generation throughout the wider Group although development of this is currently on hold due to the Outbreak. The Group’s revenue, operating profit and profit before tax, each from continuing operations for FY 2019, FY 2018 and FY 2017 and the six months ended 31 March 2020 are as set out in Part VI (Operating and Financial Review). With its headquarters in London, the Group employs approximately 1,100 people across its 17 offices globally as at 31 March 2020.

1.2 History and development of the Group The Company was established (under its previous name of ITE Group (“ITE”)) in 1991 when it first held a series of trade exhibitions in Russia in key sectors of the economy, and through organic growth, development and acquisition, has become a leading organiser of international trade exhibitions and conferences. The Group’s primary objective has always been promoting trade opportunities to new market economies. A summary of key milestones in the Group’s history is provided below:

Date Event 1991 ITE founded seeking to satisfy the growing demand for international trade events in the market economies of the Commonwealth of Independent States and Eastern Europe. 1993 ITE launched the first international oil and gas exhibition in Russia (the Moscow International Oil & Gas Exhibition, “MIOGE”) and Kazakhstan (the Kazakhstan International Oil & Gas Exhibition, “KIOGE”). 1994 The Moscow International Travel & Tourism event (“MITT”) launched and won the World Association of Travel Agents award for Best Tourism Show. 1998 ITE listed on the Official List and to trading on the London Stock Exchange’s Main Market, as a result of its acquisition by Cementone plc, which subsequently changed its name to ITE Group plc. The Russian financial crisis prompted ITE to broaden the geographic scope of the company through joint ventures and acquisitions in the Czech Republic and Germany. 2000 ITE made a further Russian acquisition which included WorldFood Moscow which would continue to grow as well as being replicated in other countries. 2003 In a move to refocus the business on core assets and markets, ITE exited several joint ventures set up in the late 1990s. This moved direct interests away from countries such as the Czech Republic, Slovakia and Egypt. 2006 ITE opened its first office in Beijing, China due to an increasing demand for events in the Chinese market. 2008 ITE opened new outbound sales offices in Kuala Lumpur, Dubai and Poznan as well as making acquisitions in Russia, Turkey, Ukraine, India and Malaysia. 2011 Further expansion was made by the Group into Ukraine, Turkey and Russia through acquisitions. 2012 Additional acquisitions further expanded the Group’s portfolio in Ukraine and India. 2013 Stephen Puckett appointed as Non-Executive Director.

125 Date Event 2014 ITE made two acquisitions significantly boosting its transport & logistics portfolio including events in Turkey, Houston, Shanghai, Dubai and Bremen that cover the bespoke transportation of goods that cannot be containerised. Sharon Baylay appointed as Non-Executive Director. 2015 ITE acquired a 50 per cent. stake in the annual conference and exhibition, African Oil Week. 2016 The Group acquired 70 per cent. of Shanghai Aige Exhibition Service Co. Ltd (“Gehua”) for consideration of £10.8 million. Gehua operates a portfolio of exhibitions in China spanning textile and clothing, auto parts and accessories, mechanical equipment, gifts, and food, and attracts both domestic and international exhibitors and visitors to its events. Mark Shashoua appointed Group CEO. Mark was one of the founding members of ITE, and was a senior director and board member for eight years. Andrew Beach appointed as Chief Financial Officer. 2017 ITE launched the three-year TAG Programme, focusing the business on a product-led strategy with strong regional operations. John Gulliver appointed as Chief Operating Officer. 2018 Richard Last appointed Non-Executive Chairman and Corina Holmes appointed as Chief People Officer. ITE made a £300.3 million strategic acquisition of Ascential Events Limited (“Ascential Events Acquisition”). The Ascential Exhibitions business included two global-leading exhibition brands, Bett (the world’s biggest education technology show held annually in London, with four further shows throughout the world) and CWIEME (a global coil winding and electric motor portfolio across continents), as well as a number of market- leading United Kingdom exhibition brands (including the Spring and Autumn Fairs and Pure). This acquisition aligned with the objectives of the TAG Programme, specifically its strategy of making product-led acquisitions of scaleable events brands which offer strong growth potential. Disposal of ITE Expo LLC, the operating company responsible for 56 of the Group’s Non- Core Events in Russia, to Shtab-Expo LLC for consideration at fair value of £4.1 million. The Group will receive principal consideration of £10.0 million over the nine years following completion together with additional variable consideration of up to £4.7 million based on ITE Expo LLC’s incremental revenue growth during this period. During 2018 the Group disposed of or closed a number of other events as part of the strategy of actively managing the portfolio. ITE acquired the business and assets relating to Mining Indaba from Euromoney for £28.7 million. The Mining Indaba acquisition was in line with ITE’s product-led acquisitions strategy and brought a market-leading event in the mining industry within the Group’s portfolio. 2019 Hyve Group plc was announced as the new name and brand identity of ITE in September 2019, following its significant transformation under the TAG Programme. The Group acquired Shoptalk and Groceryshop, a product-led acquisition of two US market-leading shows focused on the e-commerce and online grocery subsectors for a total consideration of $145.3 million (£110.1 million based on a conversion rate of £1 to $1.32 as at 18 December 2019), on a debt free, cash free basis. Helen Milburn appointed as General Counsel and Nicholas Backhouse appointed as Non-Executive Director. Stephen Puckett appointed as Senior Independent Non- Executive Director.

126 Date Event 2020 The Company was added to the FTSE 250. Nicholas Backhouse appointed as Chair of the Audit Committee and Stephen Puckett appointed Chair of the Risk Committee.

1.3 Key Strengths The Directors believe that the Group’s key strengths are as follows: (i) A scalable, centralised, product-led operating model: The Directors believe a centralised product-led operating model allows the Group to operate events to a very high standard across all of its geographies. Global multinational exhibitors often tend to prefer engaging with a single events organiser that can cater for them globally and is able to deliver a consistently high standard of service across all facets of the event experience. The Group has created best practice functions and teams both centrally in its headquarters and in many of its regions. Investment has been made in event operations for market-leading events which has contributed to delivering three consecutive years of organic growth between FY 2017 and FY 2019. In FY 2019, the Group achieved a significant improvement in its key financial metrics including statutory revenue growth which, in FY 2019, was 26 per cent. (13 per cent. from its Top 10 TAG Events). The Group achieved an increase in forward bookings to £152 million as at 30 September 2019 (£147 million as at 30 September 2018) and had an increase in headline profit before tax to £50.4 million in FY 2019 (£35.4 million for FY 2018). The Group has also added to the talent and capability within the business from both the events industry and other sectors and the Regional and Portfolio Directors have been central to creating a culture of high performance, reward and recognition. As the TAG Programme has now largely been completed, the Group now has an updated IT infrastructure, new CRM and HR systems providing one source of data, helping to enable increased transparency and collaboration between the Group’s regions and driving standardised best practice globally. The Group has implemented integrated technologies which are suitable for scaling across the Group and employs a cloud first approach and solutions which are applicable for all significant geographies in which the Group operates. The Group’s technology architecture has been designed so as to enable the smooth integration of any business acquired by the Group. The final element of the TAG Programme to be implemented is the Group wide roll-out of a new ERP System although this has been delayed as part of the cost saving measures implemented as a result of the impact of the Outbreak. (ii) A high-quality events portfolio, balanced by geography and sector: The Group has made significant progress in improving the quality of its portfolio to ensure a focus on events that are either market leading or have the potential to become market leading within a particular geography and industry sector. Since it launched the TAG Programme in May 2017 the Group has sold 65 events (56 of which were Non-Core Events in Russia) and closed a further 89 Non-Core Events. This has resulted in a smaller but higher performing portfolio, which for FY 2019 delivered an average of £1.7 million in revenue per event from 129 events held in FY 2019 (compared to £0.5 million average revenue per event from 269 events in FY 2017), reflecting the change in emphasis to larger events that can generate higher revenues and have, until the Outbreak, also reflected sustainable growth. The benefits of focusing on larger events are demonstrated by the fact that the Top 10 TAG Events had like-for-like revenue growth of 13 per cent. in FY 2019 (compared to 7 per cent. for the Group as a whole in the same period) with statutory revenue growth of 26 per cent. in FY 2019 (13 per cent. from Top 10 TAG Events). The Top 10 TAG Events demonstrated strong revenue growth and improved exhibitor and visitor net promoter scores as a result of customer service initiatives, a focus on high quality content and the establishment of a best practice methodology which has been

127 implemented across multiple events, driving higher volumes of quality leads for the Group’s events teams. The Group’s event portfolio is now more balanced in both geographic and sector terms, reflecting the change in focus from events based almost exclusively in emerging markets prior to the implementation of the TAG Programme to an emphasis on market leading events irrespective of geography and sector. Although Russia remains an important geography for the Group, there is now much less reliance on Russia due to the diversification of the portfolio. The portfolio is now much more diversified in terms of segments, and includes events across various geographic locations including the United States, the United Kingdom and Russia. The Directors believe that the geographic diversity of the Group should provide increased resilience to the challenges posed by the Outbreak as there will be some regions in which the Group operates which lift restrictions more quickly than others. The Group continues to review opportunities relevant to its businesses and portfolio of events, including the consideration of potential disposals of Core or Non-Core assets, and would consider any potential opportunities that may arise, which the Board believes would be beneficial to the Group and could enable it to strengthen its financial position. For the duration of the amendments to the Facilities introduced by the Waiver Letters, in respect of any future disposal by the Group, the terms of the Waiver Letters will (subject to certain conditions) require the Group to (a) obtain the prior consent of a majority of the Group’s lenders to certain such disposal and/or (b) apply certain of the proceeds of such disposal to reduce the Group’s bank indebtedness. (iii) Track record of delivering accretive, product-led acquisitions In July 2018 the Group acquired Bett, CWIEME, Spring Fair and Autumn Fair, Pure and Glee through the product-led Ascential Events Acquisition. In October 2018, the Group also acquired Mining Indaba. The integration of these acquisitions is now complete, and Bett, CWIEME, Spring Fair, Autumn Fair and Mining Indaba were each in the Group’s top ten events by revenue in FY 2019. In December 2019 the Group acquired Shoptalk and Groceryshop, a product-led acquisition of two market-leading, content driven shows focused on the e-commerce and online grocery subsectors for a total consideration of $145.3 million (£110.1 million based on a conversion rate of £1 to $1.32 as at 18 December 2019), on a debt free, cash free basis. This product led acquisition of two market leading US events was consistent with the Group’s strategy and enabled the Company to expand its offering in the high growth end markets of e-commerce and online grocery. This acquisition was part-funded by a fully underwritten non-pre-emptive placing of Ordinary Shares in the Company alongside a subscription of Ordinary Shares by the founders and certain other management shareholders of Shoptalk and Groceryshop as well as a draw down on the Facilities. The Group applies a strict criteria and disciplined approach to its identification of potential acquisition targets. Given the current market conditions and the likely negative impact that the Outbreak will have on the Group’s results of operations and ability to make any material acquisitions through the end of the current financial year and potentially the next, the Group is likely to be less acquisitive in the near term and the proceeds of the Rights Issue are not currently intended for acquisitions. In addition, for the duration of the amendments to the Facilities introduced by the Waiver Letters, any future third party business acquisitions by the Group will generally (subject to certain conditions) require the prior consent of a majority of the Group’s lenders, in accordance with the terms of the Waiver Letters. Following the resumption of normal market conditions with the passing of the crisis period of the Outbreak, the Directors believe the Group will again look to identify acquisition targets with strong growth prospects.

128 (iv) Opportunity for innovation and optimisation across the portfolio The Group’s scalable operating model, combined with its selective approach to acquiring best in class events had, until the market was impacted by the Outbreak, opened up a number of incremental growth opportunities, which the Group’s management expect to reassess in light of market changes. For example, Shoptalk and Groceryshop have developed an industry-leading Hosted Buyer Programme offering which is underpinned by bespoke software, and includes a technology platform that facilitates group meetings among customers for the purposes of engaging in conversations in relation to pre-defined topics of mutual interest. Pursuant to the Personatech Licence Agreement, a licence is granted for the use of the Hosted Buyer Programme software at any Group event. Management consider hosted meetings to be an area for development for the wider Group providing the potential for further revenue opportunities, although the expansion of the Hosted Buyer Programme has been temporarily put on hold due to the impact of the Outbreak. With regards to expanding the Hosted Buyer Programme to other events in the Group, hosted meetings have so far been trialled successfully at Bett UK in January 2020. In addition to the potential to improve existing events, there are opportunities for taking certain of the Group’s leading events to additional locations. Current examples of this include Bett Asia, CWIEME Shanghai and CWIEME Americas with a significant opportunity for the Shoptalk Europe event going forward, although this expansion is unlikely to occur during FY 2020 and FY 2021 depending on the constraints on Group resources arising as a result of the Outbreak. The Directors believe that the impact of technology on the events sector will be a prominent feature of market developments in the coming year as improved analytics tools, digital communication and other technologies provide opportunities to increase engagement, drive the creation of better products and advance its content strategy resulting in improved return on investment for customers, an enhanced customer experience and strengthening customer relations. The Group is accelerating its existing plans for an omni-channel strategy with both online and physical events forming part of its offering to customers, to further advance the outstanding experience offered by an event to customers in terms of return on investment and time as a result of their attendance, whether physical, virtual or a combination of both. (v) Consistent financial performance Although the ongoing Outbreak has had, and is expected to continue to have, a material adverse impact on the Group’s current trading and near term financial performance, the Group has historically delivered consistent revenue growth over the previous three financial years. Prior to the Outbreak, the Group had been consistently cash generative, and it had a headline operating profit margin of 25 per cent. for FY 2019 (2018: 22 per cent.). Over the previous three year implementation of the TAG Programme, the Group improved its financial performance as well as certain of its key indicators of operational delivery) as set out in the table below.

For the six months ended 31 March For the year ended 30 September

2020 2019 (unaudited) (unaudited) 2019 2018 2017

Revenue (£m) 96.3 107.8 220.7 175.7 152.6 Headline profit before tax (£m) 19.8 24.5 50.4 35.4 31.6 Like-for-like revenue growth (%) 1.0 6.0 7.3 11.4 5.5 Forward bookings (£m) 172.0 199.9 152 147 98

Although the table above sets out the positive impact that the implementation of the TAG Programme has had on the operational performance of the Group, there is no guarantee that the Group will achieve similar results in the future due to the uncertain impact that the Outbreak may have on the Group’s business and the wider economy.

129 For further information on the impact the Outbreak may have on the Group see Paragraph 2 of the section titled “Risk Factors – Risks Related to the Group’s Business and the Industry in which it Operates”. 1.4 Operations The Group’s business is focused on the operation and delivery of market-leading events. As at 31 March 2020, 87 events were identified by the Group as Core Events. The Core Events are those where management believe investment can be brought to bear to enable those events to grow and become market leading events and are of strategic importance to the Group’s future. The Non-Core Events are events where performance is largely defined by end market or local conditions and where any investment would therefore be unlikely to deliver a return. Core Events generated 91 per cent. (£200.4 million) of total events revenue in FY 2019 and 94 per cent. in the six months ended 31 March 2020. The Group’s operations generate revenue from four principal sources: (i) the sale of stand space to exhibitors at events, which accounts for a significant majority of the Group’s revenue and for which it typically receives payment ahead of the majority of the event-related costs being incurred; (ii) the sale of tickets to delegates at certain events; (iii) sponsorship revenues from corporate partners of certain events; and (iv) providing technical services to exhibitors, such as stand construction. The Group’s events serve professional and commercial communities in a wide range of sectors including: retail and e-commerce, building and interiors, energy, food and packaging, manufacturing industrial technology, education technology, travel and tourism, transport and logistics, fashion, beauty, healthcare and advanced technologies. The Group focuses on markets where buyers and sellers are geographically fragmented and where product development and innovation is rapid, and which therefore benefit from regular opportunities for in-person meeting points. The Group’s events enable customers to interact through face-to-face events, form communities, create value and be successful in achieving their objectives. The Group offers the following types of events: * Annual and biennial tradeshows: these are primarily sales events that provide networking opportunities. The business model for these events is “buyer meets seller”. Annual and biennial tradeshows offer opportunities for buyers, manufacturers, suppliers and users to exchange ideas, form alliances and do business with industry peers. The Group had 131 annual and biennial tradeshows in its portfolio as at 31 March 2020. * Paid attendee events: the Group runs a small number of hybrid expo and paid attendee events, where exhibitors exhibit at a conference with conference attendees paying to attend. The Group had four paid attendee shows in its portfolio as at 31 March 2020, being Africa Oil Week, Investing in African Mining Indaba, Shoptalk and Groceryshop. * Hosted meetings: the Group has an industry leading Hosted Buyer Programme that it acquired rights to as part of its acquisition of Shoptalk and Groceryshop, which is underpinned by bespoke software. Shoptalk and Groceryshop are the Group’s two events currently utilising the Hosted Buyer Programme, but management consider hosted meetings to be an area for development for the wider Group providing the potential for further revenue opportunities, although this has currently been put on hold due to the Outbreak. Summaries of Hyve’s top 10 events based on expected performance in FY 2020 (prior to any cancellations or postponements to FY 2021) are set out below. Based on information available at the Reference Date, Part A of Appendix II sets out details of the Group’s events that have been cancelled or postponed as a result of the Outbreak, and Part B of Appendix II provides details of the Group’s events scheduled to take place between the Reference Date and the end of FY 2020. Given the ongoing disruption as a result of the Outbreak, the Group continues to monitor the market to determine whether any further events need to be postponed or cancelled.

130 1.4.1 Shoptalk Shoptalk was founded in May 2016 in the United States by the founders of the Money 20/20 conference events, Anil Aggarwal and Simran Aggarwal. Shoptalk is the leading US e-commerce event and was acquired by the Group in December 2019. Shoptalk is held annually in Las Vegas and provides a platform for large retailers and branded manufacturers, start-ups, tech companies, investors, media and analysts to network, generate sales and leads and showcase products. Approximately 8,500 people attended Shoptalk in 2019, of which 47 per cent. were paying attendees and 64 per cent. of attendees were employed at director-level or above. The Directors believe that there is sufficient global interest in Shoptalk to enable the Group to host the event in other locations in addition to Las Vegas. Shoptalk Europe, hosted in Copenhagen in 2017 prior to the Group’s acquisition, was considered to be successful and the Group may seek to replicate this model going forward. Shoptalk takes a consultative approach to selling in order to best meet customers’ objectives. 615 companies sponsored and/or exhibited at Shoptalk in 2019, with many paying for hosted meetings and buying additional tickets for their teams to attend. Shoptalk has developed an industry leading Hosted Buyer Programme underpinned by bespoke software, which includes a platform that facilitates group meetings among customers to engage in conversations in relation to pre-defined topics of mutual interest. In 2019, approximately 450 sponsor companies, being companies who pay to purchase a number of meetings with hosted retailers and brands, executed approximately 8,000 meetings with approximately 1,500 individuals from 500 hosted retailers and brands. Shoptalk generated revenue of $11.5 million in the year ended 31 December 2017, $21.7 million in the year ended 31 December 2018 and $27.5 million in the year ended 31 December 2019. Shoptalk 2020 was rescheduled due to the Outbreak. Please refer to Part A and Part B of Appendix II for details of the rescheduled Shoptalk 2020 event. 1.4.2 Spring/Autumn Fair Spring Fair and its seasonal edition, Autumn Fair, are market leading home and gift exhibitions at the NEC in Birmingham, United Kingdom. Hyve acquired Spring Fair and Autumn Fair as part of the Ascential Events Acquisition in 2018. Spring Fair and Autumn Fair bring the European and international retail market to the United Kingdom and facilitate connections between retailers, exhibitors and marketers. The exhibitions attract visitors ranging from independent and large multiple outlet retailers to e-commerce specialists and department stores. They are carefully structured to help exhibitors demonstrate and sell their products, and for buyers to identify new suppliers and products as well as place orders with new and existing suppliers. Spring Fair fills the majority of the NEC floor space, with volume sales in excess of 68,000 square metres and visitor numbers in excess of 50,000 for the 2020 event. Encompassing 16 show sectors, including beauty and wellbeing, cook and dine, Christmas, fashion, Glee at Spring Fair, floral and gift alongside the Jewellery & Watch sub brand, Spring Fair showcases products, launches and inspiration from over 2,500 United Kingdom and international exhibitors. Autumn Fair is a smaller four day event which is, as at the Reference Date scheduled to be held at the NEC in September 2020. Please see Part B of Appendix II for further details. Autumn Fair encompasses 10 show sectors including beauty and wellbeing, design and source, every-day, gift, greetings and stationery and home, living and décor. 1.4.3 MosBuild MosBuild is the largest building and interiors trade show in Russia. It showcases approximately 1,200 Russian and international exhibitors from across the building and

131 interiors industry. MosBuild gives exhibitors access to customers who deal with their products at all stages of the construction or interior finishing process, and provides a business platform for geographic expansion and increasing sales volumes in Eastern Europe. In 2019, MosBuild attracted 77,338 representatives of wholesale and retail businesses; building and renovation organisations; and interior design, architecture and design studios from over 83 regions of Russia and 40 countries. MosBuild is a four day event that encompasses fourteen sectors, including building materials, ceramics, stone, windows technology, wall and ceiling panelling and moulding, and lighting and electrical products. The MosBuild 2020 event has been cancelled as a result of the Outbreak. Please refer to Part A of Appendix II for further details.

1.4.4 Bett UK Bett UK is the flagship event of the Bett portfolio of market leading educational technology events which provide a global meeting place for the education technology community. The Bett portfolio of events was acquired by the Group as part of the Ascential Events Acquisition in 2018. The Bett series of events attracts over 60,000 educators, leaders and practitioners alongside more than 1,255 technology providers from around the globe. Bett offers sponsors, partners and exhibitors multiple opportunities to showcase their vision, brand or product to key decision makers in the education sector. Bett provides high quality content with a broad range of well-known speakers. Bett’s flagship show (Bett UK) began 36 years ago and is now held at ExCel Centre, London. Bett UK is held in January of each year and is the first industry show of the year in the education technology landscape. In 2020, Bett’s London event hosted its most senior and global visitor audience compared to prior editions with over 35,000 attendees from 140 countries. The four day 2020 event hosted more than 800 leading EdTech providers, 150 CPD content sessions, coordinated business meetings and exclusive networking opportunities. Bett’s international portfolio also includes smaller events held in the UAE, Malaysia, and Brazil. As at the Reference Date, a number of Bett portfolio events have been rescheduled, please refer to Part A of Appendix II for details. 1.4.5 WorldFood Moscow WorldFood Moscow is Russia’s leading food and drink exhibition. Since its inception in 1991, WorldFood Moscow has grown to be a key entry point for international manufacturers looking to enter the Russian market, connecting them with Russia’skey food and drink buyers, including retail representatives from Russia’s leading supermarket chains, wholesalers and food manufacturers. In 2019, WorldFood Moscow showcased 1,764 food and drink manufacturers from 65 countries and 58 regions of Russia, and attracted 30,768 trade visitors from 79 regions of Russia and 92 countries. Exhibitors are grouped into 15 main sectors, which include alcoholic drinks, grocery, soft drinks, canned food, confectionary and bakery and organic and healthy food. WorldFood Moscow is a four day event held at the Moscow’s Crocus Expo International Exhibition Centre. Please refer to Part B of Appendix II for details of the Worldfood Moscow event scheduled to take place in September 2020. 1.4.6 CWIEME Berlin The Coil Winding, Insulation and Electrical Manufacturing Exhibition (“CWIEME”)in Berlin is part of the world’s largest coil winding, transformer, electric motor, generator and e-mobility exhibition and conference series. The CWIEME events series cover three continents consisting of CWIEME Berlin, CWIEME Shanghai and CWIEME Americas. The events connect process machinery, raw materials, components and service providers with manufacturers and industry experts. CWIEME’s participants are global leaders in electrical engineering with electrical products of the future being sourced and technical developments being discussed at CWIEME shows and conferences.

132 CWIEME Berlin is an international event established 25 years ago and is the world’s largest exhibition for coil winding, transformer, generator and electric motor manufacturing, and e-mobility. It attracts over 700 leading components, raw material and process machinery manufacturers, 6,700 visitors and 50 speakers over the course of a three day event. Please refer to Part A of Appendix II for details of the rescheduled CWIEME Berlin event.

1.4.7 Mining Indaba Mining Indaba has been running for over 25 years and is solely dedicated to the capitalisation and development of mining interests in Africa. It offers a unique and widening perspective of the African mining industry, bringing together visionaries and innovators from across the sector. Mining Indaba enables exhibitors to connect with their target market in a variety of ways, including hosting targeted roundtables and deal-making hubs as well as offering tailored sponsorship packages. Mining Indaba is also dedicated to supporting education, career development, sustainable development and other important causes in Africa. The 2020 Mining Indaba was a four day event held in Cape Town, South Africa, which was attended by over 6,500 attendees including 830 investors and deal makers, 950 mining executives, the President of Sierra Leone and the Prime Minister of The Democratic Republic of the Congo. The 2021 Mining Indaba is scheduled to take place in February 2021.

1.4.8 Groceryshop Groceryshop was launched in the United States in 2018 by the founders of Money 20/20. It is the leading event for grocery and consumer packaged goods (“CPG”) innovation. Groceryshop participants include both established and start-up CPG brands, c-stores, drug stores, discount stores, e-commerce players, warehouse clubs and non-traditional grocery retailers. These organisations join tech companies, real estate operators, investors, media and analysts to understand the disruptive new trends, technologies and business models impacting the industry. Groceryshop brings together the industry’s community of leaders from across a range of job roles, including digital and e-commerce, marketing, technology, merchandising, supply chain and store operations. Groceryshop addresses shared challenges and opportunities relating to the evolution of how consumers shop for products ranging from food and beverage to health, beauty, personal care, household and pet supplies. Groceryshop enables the community to gain critical insights by learning about and gaining exposure to the latest innovations and best practices through industry leading keynote speakers and breakout sessions, as well as having the opportunity to network at receptions, peer dinners and industry leading hosted meetings. Groceryshop themes include digital transformation, trends in marketing and loyalty, and emerging and disruptive technologies. Groceryshop is a four day event held in Las Vegas. Groceryshop 2020 was cancelled due to the Outbreak. Please refer to Part A of Appendix II for further details.

1.4.9 YugAgro YugAgro is Russia’s largest international agricultural trade show, and showcases Russian and international exhibitors, representing manufacturers and suppliers of agricultural machinery, equipment and materials for crop production. The YugAgro event is split into four sectors covering the entire agricultural value chain being agricultural machinery and spare parts, agrochemical products and seeds, equipment for agricultural product storage processing and irrigation and greenhouse equipment. In 2019, over 710 companies from over 35 countries exhibited at YugAgro, and the event attracted 18,670 visitors, including representatives of agro-holdings, agricultural companies, farming enterprises, suppliers of agricultural machinery and spare parts, agrochemicals and planting materials producers, and agricultural maintenance companies from 72 regions of Russia and 47 other countries worldwide.

133 YugAgro 2020 is a four day show that, as at the Reference Date, is scheduled to take place at the Expograd Yug, Krasnodar on 24 to 27 November 2020. 1.5 Customers and market The events industry is a large, highly fragmented global market, and the Group is a leading operator in the industry. Prior to the Outbreak, the global events industry had been growing year on year. According to consultants AMR International, growth in the global events industry, was driven largely by the United Kingdom, China, and the United States, and grew by 5 per cent. in 2018, 3.5 per cent. in 2017 and 4.5 per cent. in 2016. AMR International also reported that the United States is the world’s largest exhibitions market, accounting for over 50 per cent. of the global market, with China being the second largest. Emerging markets and higher growth sectors also provide additional growth opportunities in the sector. The overall exhibitions market is fragmented and the largest five organisers together comprised less than 20 per cent. of the global market in 2017. The impact of the Outbreak on the events industry in the short and medium term is likely to be significant, however, as evidenced by the postponements and cancellations throughout each of the markets in which the Group operates. Following the disruption to the market caused by the Outbreak, the Directors believe that face- to-face exhibitions and events are expected to retain their importance as they continue to be important for companies in winning new business, networking, sourcing products, staying up-to- date with industry trends and finding new ideas and innovations. Prior to any impact as a result of the Outbreak, the global exhibitions market was estimated to contribute $197.5 billion in gross domestic product with 32,000 exhibitions held annually, and 4.5 million exhibiting companies attracting 303 million attendee visitors in 2018, according to UFI. In 2018 Europe had the highest number of total visitors (112 million) and the second highest number of exhibitors (1.3 million); North America had the second highest number of visitors (91.2 million) and the highest number of exhibitors (1.6 million); and the Asia/Pacific region was the next largest market in both visitors (81.5 million) and exhibitors (1.21 million). The total exhibition space worldwide reached 34.7 million square metres in 2018 and there were 1,217 venues with a minimum of 5,000 square meters (53,820 square feet) of gross indoor exhibition space. Two factors which have historically driven growth or correlated to growth in the exhibitions market, and demand from customers, are business-to-business marketing spend and business investment. Corporate profitability is generally a strong contributor to these two factors, which in turn is impacted by gross domestic product. The Directors believe that, despite the significant expected drop in GDP in the near term driven by the Outbreak and the recessionary conditions that result from it, investment by businesses in attendance at exhibitions is likely to return relatively quickly once economic conditions stabilise as businesses seek to generate new opportunities and leads. The Group considers its customers to be both exhibitors and attendees at its events, however, at the vast majority of the Group’s events (being trade fairs), attendees do not pay to attend. The Group generates revenue from its trade fairs from exhibitors purchasing floor space, and attendees attend for free. At only a very small number of the Group’s events (being conference led delegate shows) do attendees pay to attend.

1.5.1 Competition The events and exhibitions market is highly fragmented globally and the largest five organisers comprised under 20 per cent. of the global exhibitions market in 2017, according to AMR International. In 2018, the largest global organiser (by revenue) was Informa Markets, part of Informa plc, followed by Reed Exhibitions, part of RELX plc, Messe Frankfurt and Clarion. The remainder of the Top 10 was made up of Comexposium, other German Messe businesses (including Messe Munich, Messe Dusseldorf, Koelnmess), CFTC and Emerald Expositions. Other prominent companies in the sector include Easyfairs, dmg events and Tarsus. M&A activity and industry consolidation has been central to recent market developments, with Informa plc acquiring UBM plc in 2018 and industry consolidation among the largest organisers continuing with Reed Exhibitions acquiring Mack Brooks in early 2019, and the acquisitions of Tarsus plc by Charterhouse private equity.

134 The Directors believe that the Group distinguishes itself from the largest events organisers on the basis of its centralised product-led operating model, and its focus on market leading shows irrespective of geography or sector. Given the Group’s focus on market leading shows rather than geographical market shares, the Group’s main direct competitors are principally smaller local organisers that run a single event or a small number of events in each of the particular geographies in which the Group’s events are located. The backdrop of the Outbreak is likely to have a significant impact on smaller operators, and the Directors believe that over the long term this will serve to increase the relative attractiveness of market leading events versus second tier events, as customers prioritise attendance at market leading shows which the Directors believe deliver a superior return on investment. Therefore, the Directors do not consider the Group to be in direct competition with the other large event organisers such as Informa plc, Reed Exhibitions and Clarion on an event by event or operational basis, though the Group does compete with these operators and others when it comes to pursuing acquisitions and in attracting employees. However, the competitive pressure applied by rival events could lead to pressure on pricing, exhibitor numbers and visitor numbers for events, but the Directors consider that the Group is protected from this to an extent by its strategy of focusing on operating only market leading events. The Directors believe that this makes its events less vulnerable to pricing pressures from smaller or lower quality competitors. A single exhibition or sector in a particular geography could have its prospects curtailed by a strong competitor launch, although launches in geographies with an entrenched incumbent are not common as the established customer connectivity opportunities available at market leading events pose high barriers to entry. Competition can also come from industry trade associations and convention centre and exhibition hall owners, however the Group often works in partnership with these bodies.

1.5.2 Segments / Geographies The table below provides the annual contribution to revenue from each of the Group’s segments over the last three financial years (as extracted from the Group’s audited consolidated accounts for those periods):

Eastern & Global Central Southern United Year ended 30 September Brands Asia Asia Europe Russia Kingdom Total

2017 8.8 23.8 21.7 17 71.4 9.9 152.6 2018 11.5 25.7 24.5 15.2 73.3 25.5 175.7 2019 49.7 23.2 19.8 16.7 62.6 48.7 220.7 Six months ended 31 Mar 19 31.7 12.4 6.7 3.7 24.1 29.2 107.8 Six months ended 31 Mar 20 30.9 12.0 5.7 2.9 20.0 24.7 96.3

Global Brands The Group’s Global Brands segment operates across multiple regions with events in Europe, Asia, Africa, the United Kingdom and the United States. The sectoral focus of the Global Brands segment for FY 2019, with accompanying revenue by sector shown in percentage terms, was: Education Technology (36 per cent.), Energy (9 per cent.), Manufacturing and Industrial Technology (21 per cent), Transport and Logistics (18 per cent.) and Other (16 per cent.). This does not include Shoptalk and Groceryshop, which were acquired in December 2019. The Group’s Global Brands segment ran 15 events during FY 2019 (FY 2018: five events). The Global Brands segment held six of the Group’s 20 largest events (based on revenue) during FY 2019, although this does not include Shoptalk and Groceryshop, which were acquired in December 2019 and which are likely to be among the Group’s largest events going forward. The Global Brands segment includes the Africa Oil Week event and the Breakbulk portfolio of events. It also includes the Bett and CWIEME portfolio of events which were acquired as part of the Ascential Events Acquisition, as well as the Mining Indaba event acquired in October 2018. Of the events comprised within the Global

135 Brands segment, all are classed as Core Events. Please refer to Part A of Appendix II for details, as at the Reference Date, of postponed and cancelled events within the Global Brands segment as a result of the Outbreak. There are 175 employees in the Global Brands segment. The Global Brands segment is operated from and has personnel in the Group’s United Kingdom headquarters as well as offices in New York, Shanghai, Sao Paolo and Dubai. The Global Brands segment is further supported by a small number of home workers in Europe and the United Kingdom. In FY 2019, the Group’s Global Brands segment generated revenues of £49.7 million, which was 332 per cent. higher than the previous financial year (FY 2018: £11.5 million). Headline profit before tax was £20.3 million, which was 867 per cent. higher than the previous financial year (FY 2018: £2.1 million). Shoptalk and Groceryshop, acquired in December 2019, have now also been incorporated into the Global Brands business. Together those events delivered revenue of approximately $35.8 million and EBITDA of approximately $12.2 million in the twelve months to 31 December 2019, with such revenue and EBITDA being generated and delivered prior to the Group’s acquisition of the events.

Asia The Group’s Asia segment operates in India and China. The sectoral focus of the Asia segment for FY 2019, with accompanying revenue by sector shown in percentage terms, was: Advanced Technologies (10 per cent.), Build & Interiors (38 per cent.), Energy (3 per cent.), Fashion (7 per cent.), Food & Packaging (23 per cent.), Manufacturing Industrial Technology (12 per cent.), Transport & Logistics (5 per cent.) and Travel & Tourism (2 per cent.). The Group’s Asia segment held one of the Group’s 20 largest events (based on revenue) during FY 2019. All of the events within the Group’s Asia segment are Core Events. Please refer to Part A of Appendix II for details, as at the Reference Date, of postponed and cancelled events within the Asia segment as a result of the Outbreak. The Group’s Asia segment’s business is primarily operated by subsidiary companies in which the Group owns a majority stake. In FY 2019, the Asia segment reported lower results in the year across revenue and profit before tax, with the decline attributable to India. This was as a result of temporary space constraints at Acetech Delhi, where the venue has been under redevelopment, the cancellation of a number of smaller events and this being the weaker biennial year in which Paperex does not take place. The December 2018 ChinaCoat event in Shanghai recorded 26 per cent. volume growth on the equivalent previous edition. The 70 per cent. owned Gehua business performed well, exceeding expectations and delivering considerable year-on-year growth, supported by particularly strong growth from the food event which ran in August 2019. The Group’s 70 per cent. owned Fasteners declined across all key metrics in the year, in the face of increased competition. There are 87 employees in the Asia segment. The Asia segment is operated from and has personnel in offices in Hong Kong, Beijing, Shanghai, New Delhi and Chennai. The Group’s Asia segment generated revenue of £23.2 million in FY 2019, which was 10 per cent. lower than the previous year (FY 2018: £25.7 million), and headline profit before tax of £9.4 million was 8 per cent. lower than the previous year (FY 2018: £10.2 million).

Central Asia The Group’s Central Asia segment operates across multiple regions with events in Kazakhstan, Azerbaijan and Uzbekistan. The sectoral focus of the Central Asia segment for FY 2019, with accompanying revenue by sector shown in percentage terms, was: Advanced Technologies (1 per cent.), Beauty & Healthcare (10 per cent.), Build & Interiors (23 per cent.), Energy (26 per cent.), Food & Packaging (17 per cent.), Manufacturing Industrial Technology (6 per cent.), Other (11 per cent.), Transport & Logistics (2 per cent.) and Travel & Tourism (4 per cent.).

136 The Group’s Central Asia segment organised a total of 45 events during FY 2019 with a decline from 56 events during FY 2018. None of the events within the Central Asia segment are Core Events and none of the events held by the Central Asia segment were within the Group’s 20 largest events (based on revenue) during FY 2019. The decline in the number of events held by the Central Asia segment is attributable to a combination of event timing differences, the sale of the Group’s small Azerbaijan portfolio on 29 March 2019 (although the company retained the largest event in the segment’s portfolio, the Caspian Oil & Gas event) and the disposal of the Group’s stand construction businesses in Azerbaijan and Kazakhstan in February 2019. During FY 2018, the last full year under Hyve’s ownership, the disposed of businesses contributed revenues of £4.3 million. The timing differences are as a result of normal scheduling patterns and included KIOGE, the Kazakhstan oil and gas event which took place in Almaty in October 2017 and again in September 2018 so reported revenues on two event editions in the comparative year, but none in 2019, and CAITME, the Uzbekistan textile machinery exhibition which took place in 2018 but did not run in 2019. Please refer to Part A of Appendix II for details, as at the Reference Date, of postponed and cancelled events within the Central Asia segment as a result of the Outbreak. There are 117 employees in the Group’s Central Asia segment. The Central Asia segment is operated from, and has personnel in offices in Kazakhstan, Azerbaijan and Uzbekistan. Kazakhstan is the Group’s largest office in the segment. Azerbaijan is the Group’s smallest office in the segment and has further decreased in size in FY 2019 as a result of the partial disposal of the business in March 2019. The Group’s Uzbekistan business has delivered significant growth in each of the last two years, driven to a large extent by the more favourable macroeconomic environment, with the current political regime taking a more favourable stance on international investment. Overall, the Group’s business in the Ukraine contributed £6.9 million to the Group’s revenue for FY 2019. The Group’s Central Asia segment generated revenue of £19.8 million in FY 2019, which was 19 per cent. lower than the previous year (FY 2018: £24.5 million), and headline profit before tax of £5.0 million, which was 30 per cent. lower than the previous year (FY 2018: £7.2 million).

Eastern & Southern Europe The Group’s Eastern & Southern Europe segment operates in Turkey and Ukraine. The sectoral focus of the Eastern & Southern Europe segment for FY 2019, with accompanying revenue by sector shown in percentage terms, was: Beauty & Healthcare (25 per cent.), Build & Interiors (32 per cent.), Food & Packaging (12 per cent.), Other (1 per cent.), Transport & Logistics (12 per cent.) and Travel & Tourism (18 per cent.). All of the events held by the Group’s Eastern & Southern Europe segment are Core Events. The Group’s Eastern & Southern Europe segment held none of the Group’s20 largest events (based on revenue) during FY 2019. Please refer to Part A of Appendix II for details (as at the Reference Date) of postponed and cancelled events within the Eastern & Southern Europe segment as a result of the Outbreak. There are 174 employees in the Group’s Eastern & Southern Europe segment. The Eastern & Southern Europe segment is operated from Ukraine and Istanbul, and has personnel in offices in Kiev and Istanbul. Overall for FY 2019, performance in Turkey was mixed, mirroring the turbulent economic and political environment, whilst trading in Ukraine has continued on the path to recovery. FY 2019 is the stronger biennial year in Turkey, benefitting from the railway industry exhibition Eurasia Rail which takes place in spring in alternate years. The Group’s Eastern & Southern Europe segment generated revenue of £16.7 million, which was 10 per cent. higher than the previous year (FY 2018: £15.2 million), and

137 headline profit before tax of £5.8 million, which was 32 per cent. higher than the previous year (FY 2018: £4.4 million). Russia The sectoral focus of the Russia segment for FY 2019, with accompanying revenue by sector shown in percentage terms, was: Advanced Technologies (9 per cent.), Beauty & Healthcare (5 per cent.), Build & Interiors (29 per cent.), Energy (2 per cent.), Food & Packaging (31 per cent.), Manufacturing Industrial Technology (4 per cent.), Other (5 per cent.), Transport & Logistics (6 per cent.) and Travel & Tourism (9 per cent.). The Russia segment held eight of the Group’s 20 largest events (based on revenue) during FY 2019. All of the events within the Russia segment are Core Events. MosBuild, the Group’s largest event prior to the Ascential Events Acquisition, grew volumes by 20 per cent. in FY 2019, led by strong domestic exhibitor sales and significant growth from the ceramics sector. The majority of the other events in Moscow also performed well, proving resilient to the macroeconomic growth slowdown and international sanctions to deliver strong year-on-year growth in both revenue and headline profit before tax. The sole event remaining in the Russian regions (outside Moscow) is YugAgro in Krasnodar, the leading agriculture event in Russia, which despite space constraints, continued its current growth trajectory since the launch of the TAG programme and had two consecutive years of double-digit revenue growth in FY 2019 and FY 2020. Please refer to Part A of Appendix II for details, as at the Reference Date, of postponed and cancelled events within the Russia segment as a result of the Outbreak. MIOGE (Moscow International Oil and Gas Exhibition), an oil and gas event previously held at Crocus Expo International Events and Conference Centre in Krasnogorsk, suffered from low exhibitor interest since becoming an annual event, and not being the market-leading event in the sector in Russia. This reduction in attendance interest, coupled with the effects of the sanctions on international energy companies operating in Russia, resulted in significant year-on-year decline and the event was electively cancelled for 2020 in advance of any resultant impact from the Outbreak. There are 243 employees in Group’s Russia segment. The Russia segment is operated from and has personnel in the Group’s Moscow office and the United Kingdom headquarters. During FY 2019, the Group’s Russia segment generated revenue of £62.6 million (FY 2018: £73.3 million), 15 per cent. lower than the FY 2019. This was primarily due to the disposal of part of the Group’s operations in Russia (comprising 56 of the Group’s Non-Core Events in Russia) which previously contributed £11.6 million to the Group’s revenue, the closure of the Siberian regional events and the weakening of the Rouble against GBP which had a negative impact. The Group’s Russia segment generated revenue of £62.6 million, which was 15 per cent. lower than the previous year (FY 2018: £73.3 million) and headline profit before tax of £25.9 million, which was 7 per cent. higher than the previous year (FY 2018: £24.3 million).

United Kingdom The United Kingdom segment operates only in the United Kingdom. The sectoral focus of the United Kingdom segment for FY 2019, with accompanying revenue by sector shown in percentage terms being: Retail (67 per cent.), Fashion (31 per cent.) and Other (2 per cent.). The United Kingdom segment held five of the Group’s 20 largest events (based on revenue) during FY 2019. The United Kingdom segment includes the Moda portfolio of fashion events including Moda, Scoop and Jacket Required as well as the majority of the portfolio acquired as part of the Ascential Events Acquisition, including Spring Fair, Autumn Fair, Pure and Glee. The legacy fashion portfolio, being Moda Scoop and Jacket Required, has continued to decline on the prior year due to the continued

138 challenges facing the United Kingdom’s mid-market fashion industry. The legacy fashion portfolio represents a small part of the United Kingdom operating segment, in FY 2019 it contributed £6.1 million out of a total for the United Kingdom segment of £48.7 million. In FY 2018, the legacy portfolio generated revenue of £7.8 million. Pure, the high-end fashion event held at Olympia in London, is comparable to Moda in so far as the event is run biannually to cater to the changing seasons, but seeks to serve a higher end of the United Kingdom fashion market which has outperformed the mid-market fashion sector, although the impact of the Outbreak as well as ongoing uncertainty in the United Kingdom surrounding Brexit and challenges facing the United Kingdom high-street have also had an impact. Spring Fair and Autumn Fair, the Birmingham based home and gift events, have faced considerable challenges over the past few years with significant investment needed to stabilise the declines seen in light of underinvestment at the events, coupled with the wider political uncertainty and the knock-on impact on the United Kingdom economy. Spring Fair is now the largest event in the Group’s portfolio and fills the majority of the NEC, with volume sales in excess of 68,000 square metres. Glee, the gardening and outdoor living trade show performed reasonably well in FY 2019 but struggled in the months leading up to the event with trading sluggish due to Brexit. There has been investment into this event in the past year to enhance the quality and ensure that the customer experience is improved. Please refer to Part A of Appendix II for details, as at the Reference Date, of postponed and cancelled events within the United Kingdom segment as a result of the Outbreak. There are 96 employees in the Group’s United Kingdom segment. All employees in the Group’s United Kingdom segment are based in the Group’s headquarters in London. The Group’s United Kingdom segment generated revenue of £48.7 million, which was 91 per cent. higher than the previous year (FY 2018: £25.5 million) and headline profit before tax of £15.5 million, which was 75 per cent. higher than the previous year (FY 2018: £8.9 million). 1.6 Strategy The Outbreak has had a material impact on the Group’s near-term performance, consistent with other operators in the events industry. In response to the Outbreak, the Company is exploring different funding schemes made available by governments and central banks (including the HM Treasury, the Bank of England and the US Department of Treasury) in order to increase liquidity available to the Group. The Group has also implemented a cost-saving programme intended to identify and implement up to £10 million of savings in FY 2020 (approximately £9 million of which from HQ restructuring, non-staff savings and venue savings, and approximately £1 million of which from reduced capital expenditure) and £42 million in FY 2021 (approximately £40 million of which from HQ restructuring, non-staff savings and venue savings, and £2 million of which from reduced capital expenditure). The Directors believe that these measures, together with the completion of the Rights Issue and the amendments to the Facilities introduced by the Waiver Letters will allow the Company to respond to the adverse market conditions that it is currently facing and that the work undertaken by the Group over recent years means that it is strongly positioned for recovery once this period of dislocation has passed and economic and market conditions normalise. The cost saving and cash management measures being implemented by the Group in response to the impact of the Outbreak on its business include a freeze on recruitment and the termination of the contracts of temporary employees, as well as a consultation process in relation to potential redundancies that has commenced and is expected to result in further savings. In the UK, the Company has also placed 131 members of full-time staff on a “furlough” arrangement with effect from 4 April 2020 in accordance with the UK Government Coronavirus Job Retention Scheme announced on 26 March 2020. In addition, all Directors and a number of key managers have agreed to take a temporary 20 per cent. reduction in salary on a voluntary basis. The Group has introduced a Group wide ban on non-essential

139 travel and conferences, as well as removing incentives and awards and expenses reimbursement. The Group has also implemented a significant reduction on capital expenditure, with only the replacement of essential assets and equipment now being permitted. This includes a delay to the roll out of the ERP System which was the final element of the TAG Programme to be implemented. The Group is in discussions with venue operators about the potential to roll forward costs associated with cancelled or postponed events. In addition to the cost saving and cash management measures described above, cost savings will also flow from reduced revenues including reduced costs for venues and commissions. Going forwards, the cost saving and cash management measures will be adjusted based on trading and forward booking rates. As the Group approaches the end of the TAG Programme, the business has been fundamentally transformed such that it is now a premium product business with a global presence, centralised operating model and a more diverse portfolio of market-leading events. The final milestone remaining in the TAG Programme is the roll-out of global ERP Software across the finance function, which has been delayed as part of the cost saving measures implemented as a result of the impact of the Outbreak. When the implementation of this is completed, the Directors believe it will provide more intelligent and accurate information, on a timelier basis, enabling the Group to have an improved global view and make more informed decisions. In the near term, the Group will remain focused on providing market leading events, with the new centralised operating model being applied. Until the Outbreak, the Group had prioritised product-led acquisitions that would enhance its offering and benefit from the centralised operating model. As a result of the Outbreak and the impact which this is likely to have on the Group, the Group is less likely to be acquisitive in the near term and the proceeds of the Rights Issue are not expected to be used in connection with any acquisition. In addition, for the duration of the amendments to the Facilities introduced by the Waiver Letters, any future third party business acquisitions by the Group will generally (subject to certain conditions) require the prior consent of a majority of the Group’s lenders, in accordance with the terms of the Waiver Letters. Following the resumption of normal market conditions with the passing of the crisis period of the Outbreak, the Directors believe the Group will again look to identify acquisition targets with strong growth prospects. The Group’s strategy under normal market and operating conditions includes making further selective acquisitions of market leading shows and the Group has grown significantly through acquisitions over the previous financial years. However, given the current economic climate and the unknown impact of the Outbreak on the global economy, the Group will not be actively pursuing any new acquisitions in the new term. This may result in a lower rate of growth of the Group’s business compared to previous financial years as the Directors focus on cash management while the Outbreak is ongoing and beyond. The Group continues to review opportunities relevant to its businesses and portfolio of events, including the consideration of potential disposals of Core or Non-Core assets, and would consider any potential opportunities that may arise, which the Board believes would be beneficial to the Group and could enable it to strengthen its financial position. For the duration of the amendments to the Facilities introduced by the Waiver Letters, in respect of any future disposal by the Group, the terms of the Waiver Letters will (subject to certain conditions) require the Group to (a) obtain the prior consent of a majority of the Group’s lenders to certain such disposal and/or (b) apply certain of the proceeds of such disposal to reduce the Group’s bank indebtedness. 1.7 Intellectual property The Group’s intellectual property constitutes a significant part of the value of the Company. The Group has developed strong brand awareness across all of its products. The Group considers its trademarks, service marks, copyrights, trade secrets and similar intellectual property important to its success. The Group has policies and procedures in place to identify, protect (by trademark registration, and maintenance of proprietary information), defend and manage its intellectual property. The Group therefore relies on the trademark, service mark,

140 copyright and trade secret laws of the United Kingdom and other countries, as well as licencing and confidentiality agreements, to protect its intellectual property rights. Trademarks and service marks registered in the United Kingdom typically require periodic renewals and the Group typically obtains these renewals as a routine matter so long as the applicable trademark and service marks are in use. The Group’s policy is that new and redesigned events are reviewed by undertaking searches of registries.

1.8 Insurance Where the Directors believe it to be appropriate, the Group seeks to insure against business risks and protect many of its assets and associated profits by purchasing insurance. The global insurance programme is managed using recognised insurance brokers who also act, in London, as insurance and risk management advisers. The Group’s insurance cover includes property damage, terrorism (other than for event cancellation), business interruption, cyber- attacks, public liability, employer’s liability, event cancellation and directors’ and officers’ liability. The Group’s insurance does not, however, cover all risks associated with the operation of the Company’s business, including the risk that events may be cancelled due to terrorism or the outbreak of communicable diseases, save in certain circumstances. For some risks, for instance terrorism or communicable diseases for event cancellation, the Group may not obtain insurance if the Directors believe the cost of available insurance is excessive related to the risks presented, or it is not sufficient in coverage for the business needs of the Group. In relation to the Outbreak, whilst the Group has event cancellation insurance policies in place these do not cover all of the Group’s events (the Group has three policies in place, which cover a total of 56 shows between them (selected on basis of revenue with each of the Group’s 20 largest shows (by foreccast revenue) being insured) of which certain shows have already taken place in FY 2019 and FY 2020. It is possible to amend which shows are insured throughout the term of each policy, and the Group is in the process of amending its coverage to replace covered shows which no longer run. Furthermore, whilst these policies provide cover for communicable disease, the cover applies only in certain specified circumstances. As at the Reference Date, the Group has submitted formal claims in relation to 13 of its cancelled or postponed shows, and the Directors expect that, after the Reference Date, the Group is likely to make further notifications in respect of and/or claims under its event cancelation insurance policies. As at the Reference Date, the aggregate value of the Group’s event cancelation insurance claims is not quantifiable, but is likely to be material in the context of the Group’s business. Whilst the Group endeavours to make certain claims wherever possible under its insurance policies with regards to the Outbreak or otherwise, these claims may not be concluded swiftly and may require significant management time and resource to address. Given the novel nature of COVID-19 and the impact of the Outbreak it is unknown how insurers will respond to a large volume of claims, and the Directors expect that some or all claims may be contested by insurers. If the Group’s claims are contested by its insurance providers, there can be no guarantee that it will prevail in any proceedings to collect on any or all such claims, which could have a material adverse effect on the financial position of the Group. To the extent that the Group does recover any sum under its events cancelation insurance policies, the terms of the Second Waiver Letter require the Group to apply any such net proceeds to reduce the Group’s bank indebtedness. 1.9 Information technology The Group’s IT consists of two main areas: infrastructure and software. Infrastructure includes servers, computers and other hardware as well as desktop support, email and telephony services. Software includes application development as well as audience database management, order entry and billing systems and sales customer relationship management software. Redundancy is built into the infrastructure and software applications design with the intent of ensuring business continuity in the event of a disruption. As part of the implementation of the TAG Programme, the Group has invested heavily in a robust scalable platform, primarily based on cloud technologies from Tier 1 SaaS vendors. Order management and business intelligence systems for all Core Events utilise Microsoft Azure datacentres to provide high availability and data replication for disaster recovery. Group finance systems located on-premise in London, Moscow, Delhi and Hong Kong are backed up

141 on a daily basis to cloud storage. On premise systems are subject to annual power-down cycles to test disaster recovery resilience. The Group has preventative measures in place to guard against malicious IT and data security threats. Multi-Factor Authentication is enabled across more than 95 per cent. of the user base. Early warning systems are in place for potential malicious activities, including email forwarding and there are no admin rights on user accounts. Mimecast email protection is in place for advanced email security and complex passwords are enabled. Full daily backups are taken of key systems and advanced checkpoint protection is installed on all devices. The Hosted Buyer Programme developed by Shoptalk and Groceryshop is underpinned by bespoke software and the Group has entered into the Personatech Licence Agreement, under which the Group is granted a worldwide, fully-paid, non-exclusive, royalty free, perpetual and irrevocable license to the software for use at any Group events. For further details on the terms of the Personatech Licence Agreement, please refer to paragraph 8.6 of Part X (Additional Information). 1.10 Selected financial information of Hyve The following is a summary of the Group’s consolidated financial information for the periods indicated. Other than where indicated below, the audited Financial Information for each of 2017, 2018 and 2019 has been extracted without material adjustment from the 2017 Annual Report and Accounts, 2018 Annual Report and Accounts and 2019 Annual Report and Accounts (respectively) which are incorporated by reference into this document as set out in Part XI (Documents Incorporated by Reference). Other than where indicated, the unaudited financial information as at and for the six months ended 31 March 2017 and 2018 has been extracted without material adjustment from the condensed consolidated half year financial statements for the half year ended 31 March 2018 published on 15 May 2018 which are incorporated by reference into this document as set out in Part XI (Documents Incorporated by Reference). The summary should be read in conjunction with the information referred to above and with Part VI (Operating and Financial Review). Investors are advised to read the whole of this document and not rely on the information summarised in this Part V (Information on the Group).

2. INVESTMENTS On 18 December 2019, the Group acquired Shoptalk and Groceryshop, two US-based market- leading events focused on e-commerce broadly as well as the food and grocery segments specifically, for a total consideration of $145.3 million (c. £110.1 million based on a conversion rate of £1 to $1.32 as at 18 December 2019), on a cash free, debt free basis. This product- led acquisition allowed the Group to expand its offering in the high growth end markets of e- commerce and online grocery markets. This acquisition was part-funded by a fully underwritten non pre-emptive placing of Ordinary Shares in the Company alongside a subscription of Ordinary Shares by the founders and certain other management shareholders of Shoptalk and Groceryshop. The remaining funding was through drawdown under the refinanced Facilities (£250 million facility providing additional liquidity and flexibility) and through a subscription by certain of the sellers of Shoptalk and Groceryshop. Following the acquisition, the Company also received Shareholder approval to reduce its share capital by way of cancellation of its share premium account at its last annual general meeting, which was sanctioned by the High Court of England and Wales on 18 February 2020.

3. TREND INFORMATION Please refer to paragraph 2 of Part I (Letter from the Chairman of Hyve Group plc)for information on trends.

4. REGULATORY ENVIRONMENT The events industry in which the Group operates is not subject to specific industry regulation. The Group is a member of, and participant in, the following trade bodies: UFI, AEO and the Society of Independent Show Organizers (“SISO”) which have prominence in matters of industry recognition, lobbying and thought leadership.

142 As a public company registered in the United Kingdom the Group is subject to the regulatory framework operated by the London Stock Exchange including, but not limited to, Disclosure Guidance and Transparency Rules, the Companies Act, Listing Rules and relevant tax and accounting legislation. There have been no material changes in the Group’s regulatory environment since the period covered by the latest published audited financial statements. However, when conducting its business, the Group has to comply with local laws and regulations in a number of different areas. The Group is required, on occasion, to obtain and maintain licences or registrations in certain countries where the Group has operations, such as from the Union of Chambers and Commodity Exchanges of Turkey in the case of Turkey and TECOM in the case of Dubai (free zone business licence). Where licences are needed oftentimes those applications are supported by the payment of licence fees, the need to demonstrate territory specific compliance items (such as employee numbers at an agreed or minimum level) and sometimes to provide additional information or security in the form of management attestations. Where licences are granted, in order to maintain them over a period, licensees may be subject to reporting and information requirements, obligations in relation to access to information by licencing bodies and may also be required to maintain a minimum level of infrastructure and local management. The Group is also aware that certain jurisdictions in which it operates may not have a well-defined or consistent regulatory position which can result in additional management time being spent locally and internationally on occasion. The Group regularly, through its network of advisors and internal reporting and risk assessment processes, assess the impact of the developments in the regulatory environment relevant to the business, both in terms of its corporate operation and the events that it operates across the globe. The Group has in place Group level (i.e. umbrella policies) and local policies and practices to help ensure that it and its personnel discharge their responsibilities in its operating jurisdictions. From time to time the Group will be subject to certain matter specific, regulatory requirements, such as the requirement to make HSR filings, being certain United States anti- trust filings, in relation to the acquisition of Shoptalk and Groceryshop in December 2019. The Group anticipates material increases in regulation relating to data protection and security, digital marketing, employment and general information governance and anticipates a more fragmented response to some of these areas as has been evident in the response in the United States, at a state level, to matters of data protection with the CCPA and proposals relevant to the New York Privacy Act as well as a potential divergence on the United Kingdom response in a post-Brexit environment. In seeking to be at the forefront of current and future industry responses to the Outbreak the Group is active across a number of industry representative forums and channels. The Group’s CEO, Mark Shashoua is an active participant of the CTT. The CTT was established by UFI in its capacity as the Global Association of the Exhibition Industry and meets regularly to consider, advance and evolve industry level responses and approaches to a wide variety of matters, with its current agenda being focussed on the impact of and responses to the Outbreak, alongside the consideration of appropriate forms of planning and preparation for the response period thereafter. Mark Shashoua is also a member of the UK Events Industry Leaders Advisory Panel, which is also attended by Nigel Huddleston (UK Government Minister for Tourism at the Department for Digital, Culture, Media and Sport) which met most recently on 29 April 2020 to discuss and respond to Government’s economic measures pertaining to the events industry, the challenges the industry was facing and matters of further support needed from Government. The Group is also represented in both the AEO UK Operations Forum where its representative is the appointed Forum Chairman, and the AEO International Operations Forums. The AEO brings together operations leaders representing many of the main organisers within the events industry, with their current focus being the co-ordinated and collective response to the challenges posed by the Outbreak at an operations level. The Group will also be represented on the AEO Event Recovery Panel, a special purpose panel currently being established and which will be dedicated to the recommencement of events in the short to medium term, addressing operational matters and producing industry specific best practice and thought leadership.

143 The Group itself has established a cross-segmental taskforce to co-ordinate and implement its best practice approach to resuming each of its events. The primary objective of the taskforce is to review, refine and approve regional implementation plans which will set out the detailed provisions for running events safely for all attendees. The Group intends to prioritise communicating its recommencement operating plans with customers and strategic partners in order to foster a culture of best practice, compliance and innovation in response to the resuming of its events schedule in FY 2020 and FY 2021.

5. EMPLOYEES With its headquarters in London, the Group employs approximately 1,100 people across its 17 offices globally as at 31 March 2020. The number of employees across each segment and at the Group’s headquarters is as set out in the table below:

Total employee Segment number(1) Employee numbers per country

Headquarters 208 Germany (1 employee) Russia (15 employees) UAE (12 employees) United Kingdom (180 employees) Global Brands 175 Brazil (17 employees) China (15 employees) Ireland (1 employee) UAE (4 employees) United Kingdom (97 employees) United States (41 employees). Asia 87 China (50 employees) India (37 employees) Central Asia 117 Azerbaijan (2 employees) Kazakhstan (82 employees) Uzbekistan (26 employees) United Kingdom (7 employees, with 6 based in the London office) Eastern & Southern Europe 174 Ukraine (96 employees) Turkey (78 employees). Russia 243 Russia (234 employees) United Kingdom (9 employees) United Kingdom 96 United Kingdom (96 employees) ————— Notes: (1) The employee numbers shown in the table have not been adjusted for the ongoing redundancy process

144 6. CAPITALISATION AND INDEBTEDNESS The table below sets out the Company’s capitalisation and the Group’s indebtedness as at 31 March 2020. The information has been extracted without material adjustment from the Group’s unaudited interim financial information incorporated by reference in Part XI (Documents Incorporated by Reference) of this document and underlying accounting records.

As at 31 March 2020 (£m) (unaudited)

Total current debt Secured 17.5 Unguaranteed/unsecured 4.0 Total non-current debt (excluding current portion of long-term debt) Secured 229.7 Unguaranteed/unsecured 16.4

Total gross indebtedness 267.6

As at 31 March 2020 (£m) (unaudited)

Share capital 8.2 Share premium account 60.7 Hedge reserve (0.5) Other reserves (60.8) Retained earnings 167.3

Total capitalisation 174.9

145 The following table sets out the Group’s net indebtedness(1)(2) as at 31 March 2020.

As at 31 March 2020 (£ million) (unaudited)

Cash 89.9

Total liquidity 89.9

Current bank debt (17.5) Current lease obligations (4.0)

Current financial indebtedness (21.5)

Net current financial liquidity 68.4

Non-current bank loans (229.7) Non-current lease obligations (16.4)

Non-current financial indebtedness (246.1)

Net financial indebtedness (177.6)

————— Notes: (1) The Group’s debt is shown net of unamortised issue costs. (2) The Group has no indirect and contingent indebtedness.

146 PART VI

OPERATING AND FINANCIAL REVIEW

The following is a discussion of the Group’s results of operations and financial condition for FY 2019, FY 2018 and FY 2017 as well as the six months ended 31 March 2020 and 2019. Prospective investors should read the following discussion, together with the whole of this document and any documents incorporated by reference herein, including Risk Factors, Group’s historical consolidated financial statements and the related notes referred to in Part VII (Historical Financial Information) and should not just rely on the key or summarised information contained in this Part VI (Operating and Financial Review). This part contains “forward-looking statements”. Those statements, although based on assumptions that the Directors consider to be reasonable, are subject to risks, uncertainties and other factors that could cause the Group’s future results of operations or cash flows to differ materially from the results of operations or cash flows expressed or implied in such forward-looking statements. Among the important factors that could cause the Group’s actual results, performance or achievements to differ materially from those expressed in such forward-looking statements are those in the Part headed “Risk Factors” and paragraph headed “Forward-Looking Statements” in Part headed “Important Information” in this document. All statements other than statements of historical fact, such as statements regarding the Group’s future financial position, risks and uncertainties related to the Group’s business, plans and objectives for future operations, are forward-looking statements.

1. OVERVIEW Hyve is a next generation global events business that specialises in putting on market leading events, where customers from around the world are able to connect, learn, advance their businesses and contribute to shaping industry innovation. The Group’s vision is to create the world’s leading portfolio of content driven, must attend events, delivering an outstanding experience and return on investment for its customers. The Group’s events portfolio includes 133 exhibitions and conferences (including a small number of biennial events), and it believes its market-leading events in key industry sectors facilitate the formation of new communities among, and the creation of new business opportunities for, its customers. The Group’s events address both large, mature markets and emerging markets, and its business is comprised of six segments, being Global Brands, Russia, Asia, United Kingdom, Central Asia and Eastern & Southern Europe. The Group’s customer base is primarily comprised of exhibitors (which accounted for 93 per cent. of the Group’s revenue for FY 2019) and attendees, but also includes sponsors, speakers and other special guests, and providing a premium service to each of these different customer types is critical to the Group’s success. The Group’s events attract a wide range of customers including buyers, sellers, groups, individuals, corporations, governments, schools, social media influencers and business decision makers amongst others. In addition to its core role as an event organiser, the Group also acts as a marketing platform and facilitator for its customers. The Group’s events connect exhibitors and attendees from around the world through face-to-face contact, facilitated meetings, community creation and networking and marketing platforms. The Group’s events address both large, mature markets and emerging markets, and its business is comprised of six segments, being Global Brands, Russia, Asia, United Kingdom, Central Asia and Eastern & Southern Europe. With its headquarters in London, the Group employs approximately 1,100 people across its 17 offices globally as at 31 March 2020. For FY 2019, the Group generated revenue of £220.7 million, statutory profit before tax of £8.7 million and headline profit before tax of £50.4 million. For the six months ended 31 March 2020, the Group generated revenue of £96.3 million, statutory loss before tax of £168.3 million and headline profit before tax of £19.8 million. The Group’s headline profit before tax is an alternative performance measure. For a discussion on alternative performance measures, see “Alternative Performance Measures and Other Non-IFRS Financial Data” in paragraph 5 below and the section headed “Presentation of financial and other Information” under “Important Information”. The Group’s revenue, operating profit, profit before tax and profit, each from continuing operations for FY 2019, FY 2018 and FY 2017 and for the six months ended 31 March 2020 are as set out in Part VII (Historical Financial Information).

147 2. CURRENT TRADING AND PROSPECTS The recent Outbreak has negatively impacted economic conditions and customer demand globally and, as a result, the Group’s operations, financial performance and prospects have been materially negatively affected. The substantial majority of events from the kind of events the Group offers to sporting, through to other large entertainment events, that were scheduled to take place through to the Reference Date, having been cancelled or postponed worldwide, with the potential for further cancellations/postponements over the coming months. In March 2020, the Outbreak escalated into a global pandemic leading to unprecedented societal, governmental and personal impacts and restrictions. Each region in which the Group operates reacted differently at that stage and, in most instances, governments and authorities placed certain restrictions on freedom of movement, travel and on large gatherings in order to contain the spread of the virus. As a consequence of the escalation of the Outbreak and the various consequential restrictions imposed by governments and authorities on large gatherings, the Group put in place a large-scale events postponement plan in many of its markets. Prior to the Outbreak, the Group was scheduled to hold 127 events in FY 2020. As at the Reference Date, the Group has cancelled 13 events that had been scheduled to take place during FY 2020, such events having contributed £25 million in FY 2019, excluding Groceryshop which was acquired during the previous financial year. As at the Reference Date, the Group has postponed 30 events that had been scheduled to take place in FY 2020 to a later date in FY 2020, and 18 events that had been scheduled to take place in FY 2020 to a date in FY 2021, such events having contributed £34 million and £21 million, respectively, to the Group's revenue in FY 2019, excluding Shoptalk which was acquired during FY 2020. Based on the information available at the Reference Date, the Group has postponed or cancelled, or expects to postpone or cancel, all of the Group's events through to the end of July 2020, (other than one, CWIEME Shanghai, which remains scheduled to take place at the end of July 2020) as well as nine other events that were scheduled for August and September 2020 (including Groceryshop). A list of postponed or cancelled events as at the Reference Date is set out in Part A of Appendix II of this document. Based on the information available at the Reference Date, the events which are set out in Part B of Appendix II are scheduled to take place in FY 2020 (subject to any further requirements to postpone or cancel). As a result of these postponements and cancellations, the Group’s revenue reported for the six months ended 31 March 2020 decreased by 10.7 per cent. to £96.3 million compared to £107.8 million reported for the six months ended 31 March 2019. The Group’s statutory loss before tax for the six months ended 31 March 2020 was £168.3 million compared to a statutory profit before tax of £1.9 million reported for the six months ended 31 March 2019, the Group’s headline profit before tax for the six months ended 31 March 2020 decreased by 19.2 per cent. to £19.8 million compared to £24.5 million reported for the six months ended 31 March 2019. As at the Reference Date, the restrictions on freedom of movement, travel and on large gatherings placed by governments and authorities across the world continue in many markets where the Group’s events are due to be held the current financial year. The Group has not postponed or cancelled 15 events which are due to be held in the current FY 2020. However, if such measures continue, the Group expects that it would have to cancel or postpone some or potentially all of such events, which will have an additional material negative impact on its operations and financial results for FY 2020. The Group expects that, without postponing or cancelling such additional 15 events scheduled to be held in the current FY 2020 under the Postponement Plan, its revenue for FY 2020 will decrease by at least 20 per cent. compared to the £220.7 million reported for FY 2019. If the Group would have to postpone or cancel its 15 events scheduled to be held in the current FY 2020, it expects that its revenue for FY 2020 will decrease by at least 55 per cent. compared to the £220.7 million reported for FY 2019. Furthermore, where the Group has been forced to postpone or cancel events as a result of the Outbreak, it has received refund requests totalling approximately £8.7 million from approximatley 725 customers as at the Reference Date and the Group expects to receive further refund requests from its customers. The Group has sought to and will continue to seek to work with its customers in order to retain paid amounts in respect of either the upcoming postponed show (in most cases the postponed event takes place within several months of the originally scheduled date) or have such payments accepted as prepayments for the next event in the show cycle to be held in 2021. If the Group cancels or postpones additional events, it is likely to receive refund requests which it may be required to grant. To mitigate the impact of the cancelled and postponed events on the Group’s results of operations, the Group has been implementing a number of cost cutting measures, such as commencing a

148 consultation process in relation to potential redundancies, a freeze on recruitment and the termination of the contracts of temporary employees, moving much of the UK workforce to a four- day week from May 2020, postponing capital and operating expenses related to the roll out of the ERP System which was the final element of the TAG Programme to be implemented and seeking to roll forward costs associated with cancelled or postponed events. The Group's cost saving programme is intended to identify and implement up to £10 million of savings in FY 2020 and £42 million in FY 2021 (approximately £9 million of which from HQ restructuring, non-staff savings and venue savings, and approximately £1 million of which from reduced capital expenditure) and £42 million in FY 2021 (approximately £40 million of which from HQ restructuring, non-staff savings and venue savings, and £2 million of which from reduced capital expenditure). For further information on the Group’s cost cutting measures to mitigate the impact of cancelled and postponed events, see “Background To And Reasons For The Rights Issue – Management actions” of Part I (Letter from the Chairman) of this document, and “Information on the Group – Strategy” of Part V (Information on the Group) of this document.

3. SEGMENTS The Group’s operations are structured into six operating segments based on geographic location of the Group’s events, being Asia, Central Asia, Southern & Eastern Europe, Russia and United Kingdom, and the Global Brands segment representing a portfolio of the Group’s international events brands. Following the integration of the events portfolio acquired in July 2018 as part of the Ascential Events Acquisition, the Group’s operating segments changed by separating its United Kingdom events into a separate segment. See also paragraph 1.5.2 (Segments / Geographies)of Part V (Information on the Group). As part of the implementation of its TAG Programme over the previous three financial years, the Group’s revenue from its operating segments became more balanced, with the revenue from the three largest segments, Russia, Global Brands and United Kingdom, representing 28.4 per cent., 22.5 per cent. and 22.0 per cent. of the Group’s revenue in FY 2019, respectively, compared to 41.7 per cent., 6.6 per cent. and 14.5 per cent. of the Group’s revenue in FY 2018, respectively, and Russia and the Global Brands segments (which, as at 30 September 2017, included revenue from United Kingdom events) representing 46.8 per cent. and 12.3 per cent. of the Group’s revenue in FY 2017, respectively. Growth in the Group’s revenue over the previous three financial years has been mainly attributable to the implementation of the TAG Programme (which included certain acquisitions, disposals and operational efficiency initiatives), with the main contributing factors being acquisitions. Acquisitions were the most significant driver of the Group’s revenue growth in the Global Brands and United Kingdom segments in FY 2019, accounting for increases of 95 per cent. and 113 per cent. of segment revenue, respectively, and in the United Kingdom segment in FY 2018 accounting for an increase of 110 per cent. of segment revenue. The TAG Programme also introduced operational efficiency initiatives, including a Group wide focus on delivering market-leading events that appeared to have the most potential for growth; a greater emphasis on customer rebookings for the next year’s event being made on site at the current year’s event; the implementation of a centralised operating model; and an initiative to improve content at the Group’s events by hosting key note speakers and enhancing the overall experience of event attendees. The implementation of these operational efficiency initiatives was a significant contributor for like-for-like revenue growth in the Russia and Global Brands segments, which had like-for-like revenue growth of 12 per cent. and 16 per cent., respectively, in FY 2019, compared to 8 per cent. and 15 per cent., respectively, in FY 2018, and 14 per cent. and (-6) per cent. in the Russia and Brands segments, respectively, in FY 2017. The Directors believe that the implementation of the operational efficiencies also slowed the decline in like-for-like revenue for the United Kingdom segment, with like-for-like revenue declining (-10) per cent. in FY 2018 and (-9) per cent. in FY 2019. These operational efficiencies helped to offset a broader decline in the United Kingdom segment for FY 2019 and FY 2018 which the Directors attribute to the continued decline in the legacy fashion portfolio, which includes Moda, Scoop and Jacket Required, and the ongoing challenges facing the United Kingdom’s mid-market fashion industry.

149 4. KEY COMPONENTS OF GROUP’S INCOME STATEMENT The key line items of the Group’s consolidated income statement are described below.

4.1 Revenue Revenue represents the fair value of amounts the Group earns for goods and services provided in the ordinary course of business net of discounts, VAT and other sales-related taxes, and provisions for returns and cancellations. Contractually committed revenues and billings, to the extent that the amounts have fallen due, and cash received in advance, and directly attributable costs relating to future events, are deferred. The amounts deferred are included in the Company’s balance sheet as deferred income and prepayments, respectively, until the event has completed.

4.2 Cost of sales Cost of sales represents direct costs of organising events, including operational costs such as venue and exhibitor stand construction costs, sales staff costs such as salaries and commission and promotional costs for both exhibitors and visitors. These costs are recognised when the services are provided. Staff costs and promotional costs are recognised largely as incurred in advance of the Group’s event dates, while venue and stand construction costs are deferred until the event date.

4.3 Other operating income Other operating income represents income from all other operating activities which are not related to the principal activities of the Group, including rental income from sub-leasing unused office space, management fees from joint ventures and government incentives.

4.4 Administrative expenses Administrative expenses include all other costs incurred that do not directly contribute to revenue generating activities, such as expenses relating to staff costs, depreciation, amortisation of intangible assets, impairment and other expenses, including property lease expenses, professional fees and other administrative expenses. The most significant administrative expenses are: * staff costs: these principally comprise salaries, bonuses, profit share, pension costs and associated taxes and social security contributions; * operating lease rentals – land and buildings: these principally comprise the rental costs for the Group’soffices globally; * amortisation of intangible assets: this arises from the intangible assets recognised, primarily trademarks and customer relationships acquired through business combinations; * impairment of goodwill, intangible assets and investments in associates and joint ventures: this arises where individual or groups of assets are unable to support their values through estimated future cash flows; and * other expenses: these principally comprise property costs, professional fees, IT support, office expenses, travel-related costs, contractor costs, recruitment expenses and reorganisation costs, including vacant property provisions.

4.5 Foreign exchange gain/loss on operating activities The Group’s results are impacted by changes in foreign exchange rates. Where monetary transactions are entered into in different currencies than the functional currency of one of the Group’s subsidiary entities this gives rise to revaluation gains and losses following changes in exchange rates between the transaction date, month end and the settlement date. Each revaluation of the monetary assets and liabilities held on the balance sheet results in gains and losses reported within foreign exchange on operating activities.

150 4.6 Share of results of associates and joint ventures Share of results of associates and joint ventures represents the share of profits the Group is entitled to from entities in respect of which it does not have majority ownership, but that it has either joint control of or significant influence over. The results of associates and joint ventures are incorporated in the financial statements using the equity method of accounting.

4.7 Investment revenue Investment revenue is principally interest which is earned on the Group’s cash at bank and short-term deposits as well as any recognised gains on revaluations of liabilities on completed acquisitions.

4.8 Finance costs Finance costs consist principally of interest costs accruing on the Group’s Facilities as well as any recognised losses on revaluations of liabilities on completed acquisitions.

4.9 Tax Tax consists of the corporation tax charge on the Group’s ordinary activities and any deferred tax credit or charge accounted for in the period, together with any adjustments in respect of prior periods or the effect of a change in rate in any of the Group’s operating jurisdictions.

5. ALTERNATIVE PERFORMANCE MEASURES AND OTHER NON-IFRS FINANCIAL DATA The Group tracks a number of alternative performance measures in managing its business, which are not defined or specified under the requirements of IFRS because they exclude amounts that are included in, or include amounts that are excluded from, the most directly comparable measure calculated and presented in accordance with IFRS, or are calculated using financial measures that are not calculated in accordance with IFRS. The Group monitors its performance by using such alternative performance measures as like-for-like revenue growth, retention rate, headline profit before tax, headline operating profit, headline profit after tax, headline diluted earnings per share, cash conversion, net debt to adjusted EBITDA, return on capital employed and such other non-IFRS financial data as forward bookings. The Group believes that these alternative performance measures and other non-IFRS financial data, which are not considered to be a substitute for or superior to IFRS measures, provide investors with additional helpful information on the performance of the Group’s business. The Group uses such measures to assess operating performance and liquidity, in presentation to the Board and as a basis for strategic planning and forecasting, as well as monitoring certain aspects of its operating cash flow and liquidity. The Directors believe that these and similar measures are used widely by certain investors, securities analysts and other interested parties as supplemental measures of performance and liquidity and provide a more comparable set of results year-on-year in line with similar adjusted measures used by the Group’s peer companies and therefore facilitate comparison across the industry.

151 The following table sets out the Group’s performance against the alternative performance measures and other non-IFRS financial data for FY 2019, FY 2018 and FY 2017 and the six months ended 31 March 2020 and 2019.

For the six months ended For the year ended 31 March 30 September

2020 2019 2019 2018 2017

(unaudited) £m, except for % Like-for-like revenue growth (%) 1.0 6.0 7.3 11.4 5.5 Retention rate (%) 85.2 77.8 77.0 81.0 — Headline profit before tax (£m) 19.8 24.5 50.4 35.4 31.6 Headline diluted earnings per share (p) 2.0 2.3 4.9 4.9 5.0(1) Cash conversion (%) 137.4 102.5 93.7 112.5 129.2 Net debt to adjusted EBITDA 1.9x 2.0x 1.3x Return on capital employed (%)(2) 12.5 9.0 22.3 Other data: Forward bookings (£m) 172.0 199.9 152 147 98 ————— Notes: (1) Headline diluted earnings per share is headline earnings for the year after tax divided by the diluted weighted average number of shares. Headline diluted earnings per share for FY 2017 of 5.0p was restated in the Annual Report and Accounts for FY 2018 to take into account the additional issue of shares following the rights issue by the Company in July 2018. (2) The Group has adopted IFRS 16 from 1 October 2019, using the modified retrospective approach, impacting the 31 March 2020 results. Comparatives for the six months ended 31 March 2019 have not been restated.

5.1 Like-for-like revenue growth Like-for-like revenue growth is a revenue growth measure for the Group stated on a constant currency basis, after excluding revenue from events which took place in the current period, but did not take place under the Group’s ownership in the comparative period and after excluding revenue from events which took place in the comparative period, but did not take place under the Group’s ownership in the current period. Constant currency basis refers to the translation from local functional currency to the Company’s presentational currency, translating the results from the current period at the same rate applied in the comparative period. Revenue included for calculation of the like-for-like revenue growth excludes revenue from the following events: * biennial events; * events affected by timing differences (i.e. events that ran in only one of the current or comparative periods, due to changes in the event dates); * cancelled or disposed of events that did not take place under the Group’s ownership in the current year; * acquired or launched events in the current period; and * acquired events in the comparative period that did not take place under the Group’s ownership in the comparative period (i.e. they took place pre-acquisition). Reviewing revenue growth on a like-for-like basis allows the Group to track its organic growth without the impact of acquisitions, disposals, and new or non-recurring events which did not take place in the comparable periods.

152 The following table sets out the reconciliation of the Group’s like-for-like revenue to the Group’s revenue for FY 2019, FY 2018 and FY 2017 and for the six months ended 31 March 2020 and 2019 and calculation of the like-for-like revenue growth for the periods indicated.

For the six months ended For the year ended 31 March 30 September

2020 2019 2019 2018 2017

(unaudited) £m, except for % Revenue from: Prior period All events(1) 107.8 75.4 175.7 152.6 134.4 Biennial (0.7) (4.7) (4.7) (2.0) (4.6) Timing (0.4) (2.1) (4.3) (1.1) (4.5) Covid-19 postponements (7.7) ———— Covid-19 cancellations (6.6) ———— Other cancellations (0.5) (3.0) (5.3) (4.2) (4.9) Disposals (2.7)(2) (9.1) (14.6) (2.7) (0.5) Prior period Annually recurring (B)(3) 89.2 56.5 146.8 142.6 119.9 Current period Acquisitions — 49.4 62.5 18.3 6.0 Launches 0.2 ——1.4 3.2 FX translation 0.2(4) (2.8) (2.3) (11.8) 11.6 Timing — 0.5 0.6 4.1 0.7 Biennial 5.8 0.8 2.4 4.8 4.4 Like-for-like revenue growth (A) 0.9(5) 3.4 10.7 16.3 6.7 Current period All events 96.3 107.8 220.7 175.7 152.6 Like-for-like revenue growth % (A/B) 1.0% 6.0% 7.3% 11.4% 5.5% ————— Notes: (1) Represents revenue from all events for the prior financial period (e.g., the prior period for FY 2019 was FY 2018). (2) Disposals consist of the impact of disposals in the Central Asia segment (£1.5 million) and the UK segment (£1.2 million). (3) Annually recurring revenue for the prior period is calculated by adjusting revenue from all events in the prior financial period to exclude revenue from events that did not occur in the current financial period (including biennial events, events affected by timing differences and cancelled or disposed of events). (4) FX translation of £0.2 million relates to the positive impact of movements in the Rouble (£0.5 million) and adverse mpact movements in the Turkish lira (£0.2 million) and other currencies (£0.1 million). (5) Like-for-like revenue growth consisted of £0.9 million consisted of growth from the Russia segment (£2.1 million) and a decline across the remaining segments (£1.2 million). Revenues for FY 2019 were £220.7 million (FY 2018: £175.7 million), with like-for-like revenue growth of 7.3 per cent. The growth was primarily as a result of 13 per cent. like-for-like revenue growth from the Group’s Top 10 TAG Events, which was primarily a result of the operational efficiencies implemented as part of the TAG Programme, such as improving content at events, rebooking customers for future events on site at the current event, lead generation supporting customer success (which entails, among other things, assisting customers in achieving their event goals by improving customer experience at events and providing support). Revenues for FY 2018 were £175.7 million (FY 2017: £152.6 million), with like-for-like revenue growth of 11.4 per cent.. The growth was primarily as a result of 14 per cent. like-for-like revenue growth from the Group’s Top 10 TAG Events, which was primarily a result of the operational efficiencies implemented as part of the TAG Programme. Revenues for the six months ended 31 March 2020 were £96.3 million (six months ended 31 March 2019: £107.8 million), with like-for-like revenue growth of 1.0 per cent. despite the ongoing impact of Brexit negatively impacting the performance of Spring Fair and the Group’s fashion portfolio and reduced attendance by Chinese exhibitors at certain events due to travel restrictions that had been put in place as a result of the Outbreak during the second quarter of FY 2020. Prior to the Outbreak, the Group's revenue in the first quarter of FY 2020 grew 7 per cent. on a like-for-like basis, driven by Africa Oil Week and YugAgro, which both delivered like-for-like growth, offset by delays to the completion of the Pragati Maidan venue in New Delhi which impacted the performance of the Acetech Delhi event due to space constraints. Like-for-like revenue growth adjusted to include biennials and timing differences grew by 12 per cent. during the same period.

153 Like-for-like revenue growth adjusted to include biennials and timing differences includes the results of biennial events and those events that ran in the current period but did not run in the comparative period due to changes in event dates, in comparison to the previous edition of the relevant events. Therefore the amounts noted below for biennials and timing within the adjusted prior period, relate to the results for events in the six months to 31 March 2018.

For the six months ended 31 March 2020 (unaudited) £m, except for %

Revenue from: Prior period All events 107.8 Biennial (0.7) Timing (0.4) Covid-19 postponements (7.7) Covid-19 cancellations (6.6) Other cancellations (0.5) Disposals (2.7) Prior period Recurring events 89.2 Biennials 4.2 Timing 0.3 FX translation (0.3) Adjusted prior Recurring events including biennials and timing period differences (B) 93.4 Current period Timing (0.2) Launches 0.2 FX translation 0.1 Like-for-like revenue growth (A) including biennials and timing differences 2.8 Current period All events 96.3 Like-for-like revenue growth % (A/B) including biennials and timing differences 3.0%

5.2 Retention rate Retention rate is revenue from returning customers as a percentage of the total revenue from the previous event edition. Retention rate allows the Group to measure its ability to retain customers at its events and drive decisions on marketing and strategy. The retention rate is largely driven by the sector to which the event relates. For example, retention rates are typically lower for events in the fashion industry where exhibitors usually participate in a one- off event as opposed to construction sector events which exhibitors typically participate on an annual basis. Retention rate reported in the Annual Report and Accounts for FY 2019, was 77 per cent. (FY 2018: 81 per cent.). The slight decline in the retention rate in FY 2019 is partially due to the full year of impact of the Pure fashion events acquired as part of the Ascential Events portfolio in July 2018. Such events typically have low retention rates compared to other sectors in which the Group conducts events. Retention rate reported in the Annual Report and Accounts for FY 2018 was 81 per cent. Retention rate was not reported for FY 2017. Retention rate reported in the Interim Results for 2020, for the six month period ended 31 March 2020, was 85.2 per cent. (six month period ending 31 March 2019: 77.8 per cent.). The increase in retention rate was primarily attributable to improvements across the portfolio of events in the Global Brands segment.

154 5.3 Headline profit before tax Headline profit before tax is statutory profit/(loss) before tax and adjusting items. Adjusting items are the following items: Operating items * amortisation of acquired intangible assets, which is amortisation charge in respect of intangible assets acquired through business combinations; * impairment of assets, which is write-down of assets to fair value, where indicators of impairment have existed or following the completion of the annual impairment review; * derecognition of goodwill on cessation of trading, which is the derecognition of goodwill following the closure of the part of the business to which goodwill is related; * loss/(profit) on disposals of investments, which is the loss or profit recognised following the disposal of part of the business, represented by the difference between the fair value of proceeds received net of related selling expenses and the disposed of net assets; * transaction costs on acquisitions and disposals, which are costs incurred that are directly attributable to acquisitions or disposals, whether completed, still being actively pursued or no longer being considered; * integration costs, which are costs incurred following the completion of an acquisition to integrate the acquired business within the Group, including costs incurred that are necessary to enable the Group to realise synergy savings post-acquisition; * restructuring costs, which are costs incurred in transforming the business, as a result of the TAG Programme and in connection with the new strategic direction of the Group, the focus on the Core Events, and particularly in respect of the active management of the Group’s portfolio of events; * tax on income from associates and joint ventures, which is the tax charge in respect of the share of profits recognised from associates and joint ventures;

Financing item * revaluation of assets and liabilities on completed acquisitions and disposals, which is the revaluation of future earn-out payments in respect of completed acquisitions recognised through profit and loss: and * write off of previously capitalised debt issue costs on refinancing, which are costs incurred in relation to accelerated non-cash amortisation charges on the refinancing of the Group’s external debt; The headline profit before tax allows the Group to present the profitability of the business before tax such that performance could be appraised consistently, whether from organic growth or through acquisitions and without the effects of assets being amortised or impaired, effects of disposals, transaction, integration and business restructuring costs, tax charges in respect of the share of profits from associates and subsidiaries and effect of future earn-out payments.

155 The following table sets out a reconciliation of profit before tax to headline profit before tax for the Group for FY 2019, FY 2018 and FY 2017 as well as the six months ended 31 March 2020 and 2019.

For the six months ended For the financial year ended 31 March 30 September

2020 2019 2019 2018 2017

(unaudited) £m (Loss)/Profit before tax (168.3) 1.9 8.7 (3.7) (3.2) Add back: Operating items Amortisation of acquired intangible assets 14.0 12.0 24.1 13.6 14.1 Impairment of assets 166.8 ——7.5 14.3 Derecognition of goodwill on cessation of trading ———2.2 — Loss/(profit) on disposal of investments 5.6 2.4 3.2 (2.9) 3.7 Transaction costs on acquisitions and disposals 2.6 1.4 1.4 8.0 0.4 Integration costs 0.7 3.4 6.8 2.7 — Restructuring costs 0.9 2.1 4.2 7.6 5.0 Tax on income from associates and joint ventures 1.5 1.7 1.9 1.6 1.5 Financing items Revaluation of liabilities on completed acquisitions (5.3) (0.4) 0.1 (1.2) (4.2) Write off of previously capitalised debt issue costs on refinancing 1.3 ————

Headline profit before tax 19.8 24.5 50.4 35.4 31.6

Headline profit before tax for FY 2019 was £50.4 million (FY 2018: £35.4 million), reflecting the full year impact of the events portfolio acquired in July 2018 as part of the Ascential Events Acquisition and the Mining Indaba acquisition in July and October 2018, respectively. Headline profit before tax for FY 2018 was £35.4 million (FY 2017: £31.6 million), reflecting a partial impact of £3.3 million relating to the events portfolio acquired in July 2018 as part of the Ascential Events Acquisition, partially offset by £4.4 million of on-going costs associated with the TAG Programme. Headline profit before tax for the six months ended 31 March 2020 was £19.8 million (six months ended 31 March 2019: £24.5 million), down 19.2 per cent., with the result adversely impacted by event postponements and cancellations which had a £7.9 million impact on headline profit before tax, most significantly due to the cancellation of MITT, which was due to take place in Russia in March 2020. The acquired Shoptalk event was also originally due to take place in March 2020 but has been postponed until September 2020 and therefore the results include £2.8 million of costs and no revenue for that event in the period post- acquisition.

5.4 Headline profit after tax Headline profit after tax is statutory profit/(loss) before tax and operating and financing adjusting items (as set out under paragraph 5.3 of this Part VI (Operating and Financial Review) the related tax impact of these items, the tax (charge)/credit, and tax on income from associates and joint ventures.

156 The following table sets out a reconciliation of profit before tax to headline profit after tax for the Group for FY 2019, FY 2018 and FY 2017 as well as the six months ended 31 March 2020 and 2019.

For the six months ended For the financial year ended 31 March 30 September

2020 2019 2019 2018 2017

(unaudited) £m (Loss)/Profit before tax (168.3) 1.9 8.7 (3.7) (3.2) Add back: Operating items Amortisation of acquired intangible assets 14.0 12.0 24.1 13.6 14.1 Impairment of assets 166.8 ——7.5 14.3 Derecognition of goodwill on cessation of trading ———2.2 — Loss/(profit) on disposal of investments 5.6 2.4 3.2 (2.9) 3.7 Transaction costs on acquisitions and disposals 2.6 1.4 1.4 8.0 0.4 Integration costs 0.7 3.4 6.8 2.7 — Restructuring costs 0.9 2.1 4.2 7.6 5.0 Tax on income from associates and joint ventures 1.5 1.7 1.9 1.6 1.5 Financing item Revaluation of liabilities on completed acquisitions (5.3) (0.4) 0.1 (1.2) (4.2) Write off of previously capitalised debt issue costs on refinancing 1.3 ————

Headline profit before tax 19.8 24.5 50.4 35.4 31.6

Tax (charge)/credit 0.1 (1.5) (4.6) (3) (3.3) Tax on income from associates and joint ventures (1.5) (1.7) (1.9) (1.6) (1.5) Tax effect of other adjustments (1.7) (3.2) (6.6) (5.1) (3.6) Headline profit after tax 16.7 18.1 37.3 25.7 23.2

5.5 Headline diluted earnings per share Headline diluted earnings per share is headline profit/(loss) for the year attributable to owners of the Company divided by diluted weighted average number of shares. Headline earnings for the year after tax is calculated as profit/loss for the year attributable to owners of the Company after adding back amortisation of acquired intangible assets, tax effect of amortisation of acquired intangible assets, impairment of goodwill, acquired intangible assets and investments in associates and joint ventures, derecognition of goodwill, transaction costs on acquisitions and disposals, restructuring costs, refinancing costs, profit/(loss) on disposal of investments, revaluation of liabilities on completed acquisitions, contingent consideration, put option liabilities over non-controlling interests and the related tax effect of these adjustments. The headline diluted earnings per share allows the Group to provide a consistent measure of the Group’s earnings per share on a year-on-year basis.

157 The following table sets out the reconciliation of the statutory profit/loss attributable to owners of the Company to headline earnings for the year after tax and calculation of the diluted earnings per share for the Group for FY 2019, FY 2018 and FY 2017 and for the six months ended 31 March 2020 and 2019.

For the six months ended For the financial year ended 31 March 30 September

2020 2019 2019 2018 2017

(unaudited) £m, except for share numbers and pence Profit/(loss) for the year attributable to owners of the Company (169.2) (0.6) 3.1 (8.1) (8.2) Add back: Operating items Amortisation of acquired intangible assets 14.0 12.0 24.1 13.6 14.1 Impairment of assets 166.8 ——7.4 1.3 Derecognition of goodwill on cessation of trading ———2.2 — Loss/(profit) on disposal of investments 5.6 2.4 3.2 (3.0) 3.7 Transaction costs on acquisitions and disposals 2.6 1.4 1.5 8.0 0.4 Integration costs 0.7 3.4 6.8 2.8 — Restructuring costs 0.9 2.1 4.2 7.6 5.0 Financing item Revaluation of liabilities on completed acquisitions (5.3) (0.4) 0.1 (1.2) (4.2) Write off of previously capitalised debt issue costs on refinancing 1.3 ———— Tax effect of other adjustments (1.7) (3.2) (6.6) (5.1) (3.6)

Headline earnings for the year after tax 15.8 17.1 36.3 24.3 21.5

Diluted weighted average number of shares 781,808 740,229 739,346 501,184 429,409

Headline diluted earnings per share 2.0p 2.3p 4.9p 4.9p 5.0p(1) ————— Notes: (1) Headline diluted earnings per share for FY 2017 of 5.0p as presented in the Annual Report and Accounts for FY 2018 was restated in the Annual Report and Accounts for FY 2018 to take into account the additional issue of shares following the rights issue by the Company in July 2018. Headline diluted earnings per share for FY 2019 was 4.9p (FY 2018: 4.9p), which was in line with the previous year after the full-year impact of the additional shares issued through the rights issue in July 2018. Headline diluted earnings per share for FY 2018 was 4.9p (FY 2017: 5.0p), with the decrease being primarily due to the impact of the rights issue in July 2018 which increased the number of shares in issue, which was partially offset by the Group’s increased profitability in 2018. Headline diluted earnings per share for the six months ended 31 March 2020 was 2.0p (six months ended 31 March 2019: 2.3p) reflecting the Group's reduced profitability following event postponements and cancellations.

5.6 Cash conversion Cash conversion is cash generated from operations adjusted for net venue utilisation, expressed as a percentage of headline profit before tax adjusted for non-cash foreign exchange gains/losses. Net venue utilisation is defined as advances and prepayments to venues and utilisation of venue advances and prepayments. Headline cash generated from operations is cash generated from operations before net venue utilisation and operating adjusting items (as set out under “operating items” at paragraph 5.3 of this Part VI (Operating and Financial Review)), after adjusting for any wrong pocket true ups (i.e. post-closing purchase price adjustments) through working capital adjustments on

158 acquisitions or disposals. Net venue utilisation is prepayments made by the Group to venue owners in advance of events, offset by their repayment or utilisation when the events occur at the venue. Headline operating profit is operating profit before operating adjusting items (as set out under “operating items” at paragraph 5.3 of this Part VI (Operating and Financial Review)). Headline operating profit before non-cash items is headline operating profit before foreign exchange gains/losses, depreciation and amortisation. Cash conversion allows the Group to demonstrate its ability to convert profits to cash and assess the strength of its working capital cycle. The following table sets out the reconciliation of cash generated from operations to headline cash generated from operations and headline operating profit on cash basis and calculation of the cash conversion for the Group for FY 2019, FY 2018 and FY 2017 and for the six months ended 31 March 2020 and 2019.

For the six months ended For the financial year ended 31 March 30 September

2020 2019 2019 2018 2017

(unaudited) £m, except for % Cash generated from operations 25.1 16.6 40.3 28.3 42.3(1) Add back: Net venue utilisation 0.9 5.0 — 0.5 (0.3) Adjusting items (which have cash impact): Transaction costs on acquisitions and disposals 2.6 2.0(2) 1.5 8.0 0.4 Integration costs 0.7 3.4 6.8 2.7 — Restructuring costs 0.9 2.1 4.2 7.6 5.0 Other adjustments: Adjustment to reflect timing of cash flow for above adjusting items 0.8 — 1.8 (3.2) — Working capital adjustment on acquisitions ——1.4 ——

Headline cash generated from operations (A) 31.0 29.1 56.1 44.0 47.4

Headline operating profit 23.8 27.1 55.8 38.7 34.8 Add back: Depreciation of property, plant and equipment 2.3 0.7 1.7 1.2 1.1 Amortisation of computer software 0.7 0.7 1.3 1.4 1.1 Foreign exchange loss/(gains) on operating activities (4.2) (0.1) 1.1 (2.2) (0.3)

Headline operating profit before non-cash items (B) 22.6 28.4 59.9 39.1 36.7

(3) Cash————— conversion % (A/B) 137.4% 102% 93.7% 112.5% 129.2% Notes: (1) Cash generated from operations for FY 2017 as disclosed in the Annual Report and Accounts for FY 2017 was £42.3 million, while cash generated from operations for FY 2017 as disclosed in the Annual Report and Accounts for FY 2018 was £38.5 million. The FY 2017 figure as disclosed in the Annual Report and Accounts for FY 2018 is a typographical error and the correct figure is £42.3 million as disclosed in the Annual Report and Accounts for FY 2017. (2) Includes £0.6 million of transaction costs relating to the disposal of ITE Expo LLC, which costs are presented in the Interim Accounts for the six months ended 31 March 2019 under gain/loss on disposals. (3) Cash conversion for FY 2017 has been calculated on the same basis as cash conversion for FY 2019 and FY 2018. Previously, cash conversion for FY 2017 had been calculated by adding net venue utilisation to cash generated from operations and by dividing headline cash generated from operations over headline profit before tax after adjusting for foreign exchange loss/(gains) on operating activities. Cash conversion for FY 2019 was 93.7 per cent. (FY 2018: 112.5 per cent.). The reduction reflected a slower cash conversion at the events portfolio acquired in July 2018 as part of the Ascential Events Acquisition compounded by uncertainty around timing and details of Brexit, which caused some customers to withhold cash payments until later in the cycle, closer to event dates.

159 Cash conversion for FY 2018 was 112.5 per cent. (FY 2017: 129.2 per cent.). In 2017, cash conversion increased significantly as a result of the onsite rebooking initiatives launched in the year as part of the TAG Programme, which brought cash inflows forward, particularly across the Group’s Core Events. Onsite rebooking had a less pronounced effect on cash conversion in 2018 as booking profiles normalised and aligned to the earlier sales cycle. Cash conversion for the six months ended 31 March 2020 was 137.4 per cent. (six months ended 31 March 2019: 102 per cent.). The significant increase was due to cash being collected on events that have later been postponed beyond the period under review.

5.7 Net debt to adjusted EBITDA Net debt to adjusted EBITDA is the ratio of net debt to adjusted EBITDA. Net debt is bank loans after deducting cash and cash equivalents. Adjusted EBITDA is EBITDA adjusted for operating and financing adjusting items (as set out under “operating items” at paragraph 5.3 of this Part VI (Operating and Financial Review)). EBITDA is profit/(loss) before interest, taxation, depreciation and amortisation of intangible assets. Non-recurring operating items are operating adjusting items set out under paragraph 5.3 of this Part VI (Operating and Financial Review). Net debt to adjusted EBITDA allows the Group to assess its leverage position and to evaluate the ability of the Group to meet its repayment obligations under its external debt facilities. The following table sets out the ratio of net debt to adjusted EBITDA for the Group as at 30 September 2019, 2018 and 2017.

As at 30 September

2019 2018 2017

£m, except for ratio Net debt 111.7 82.7 49.7 Adjusted EBITDA 58.7 41.3 37.0

Net debt to adjusted EBITDA 1.9x(1) 2.0x(2) 1.3x ————— Notes: (1) The Group’s net debt to adjusted EBITDA ratio as at 30 September 2019 was 1.9x (as at 30 September 2018: 2.0x). (2) The Group’s net debt to adjusted EBITDA ratio as at 30 September 2018 was 2.0x (as at 30 September 2017: 1.3x). The following table sets out the reconciliation of net debt for the Group to cash and cash equivalents of the Group for FY 2019, FY 2018 and FY 2017.

As at 30 September

2019 2018 2017

£m Cash and cash equivalents 33.0 49.6 23.3 Less: Bank loans and overdrafts (144.7) (132.3) (73.0)

Net debt (111.7) (82.7) (49.7)

160 The following table sets out the reconciliation of the adjusted EBITDA for the Group to profit/ (loss) for FY 2019, FY 2018 and FY 2017.

For the financial year ended 30 September

2019 2018 2017

£m Profit/(loss) 4.1 (6.7) (6.4) Add back: Tax (charge)/credit 4.6 3.0 3.2 Interest on bank loans 5.0 2.8 2.5 Bank charges 1.4 1.1 1.3 Interest receivable from bank deposits (1.0) (0.6) (0.7) Depreciation of property, plant and equipment 1.7 1.2 1.1 Amortisation of computer software 1.2 1.4 1.1 Amortisation of acquired intangible assets 24.1 13.6 14.1 EBITDA 41.1 15.8 16.2 Add back Impairment of assets — 7.5 14.3 Derecognition of goodwill on cessation of trading — 2.2 — Loss/(profit) on disposal of investments 3.2 (2.9) 3.7 Transaction costs on acquisitions and disposals 1.4 8.0 0.4 Integration costs 6.8 2.7 — Refinancing costs ——— Restructuring costs 4.2 7.6 5.0 Tax on income from associates and joint ventures 1.9 1.6 1.5 Revaluation of assets and liabilities on acquisitions and disposals 0.1 (1.2) (4.1) Adjusted EBITDA 58.7 41.3 37.0

5.8 Return on capital employed Return on capital employed is headline operating profit (being operating profit before adjusting items impacting operating profit) divided by net assets excluding all balances relating to any venue prepayments, cash or cash equivalents, bank loans and overdrafts, derivative financial instruments, provisions, and liabilities classified as held for sale. Headline operating profitisdefined in paragraph 5.6 of this Part VI (Operating and Financial Review). Return on capital employed allows the Group to determine the efficiency of the use of capital to generate profits and the impact on this metric is considered when exploring acquisition opportunities.

161 The following tables sets out a reconciliation of operating profit/(loss) to capital employed and calculation of the return on capital employed for the Group for FY 2019, FY 2018 and FY 2017.

For the financial year ended 30 September

2019 2018 2017

£m Operating profit/(loss) 14.2 (1.6) (4.2) Add back: Amortisation of acquired intangible assets 24.1 13.6 14.1 Impairment of assets — 7.5 14.3 Derecognition of goodwill on cessation of trading — 2.2 — Loss/(profit) on disposal of investments 3.2 (2.9) 3.7 Transaction costs on acquisitions and disposals 1.4 8.0 0.4 Integration costs 6.8 2.7 — Restructuring costs 4.2 7.6 5.0 Refinancing costs ——— Tax on income from associates and joint ventures 1.9 1.6 1.5

Headline operating profit (A) 55.8 38.7 34.8

As at 30 September

2019 2018 2017

£m, except for % Net assets 321.8 324.9 90.3 Less: Venue prepayments — (2.1) (3.5) Investments (0.5) —— Cash and cash equivalents (33.0) (49.7) (23.3) Bank loan and overdrafts 144.7 132.3 73.0 Derivative financial instruments 13.0 12.0 14.9 Provisions 1.8 3.1 0.8 Liabilities classified as held for sale — 7.5 — Capital employed (B) 447.8 428.0 152.2

Return on capital employed (A/B) 12.4% 9.0% 22.3%

Return on capital employed for FY 2019 was 12.4 per cent. (FY 2018: 9.0 per cent.), increasing during the year as a result of the impact of including the profit from the events portfolio acquired in July 2018 as part of the Ascential Events Acquisition, which in FY 2018 was included only for the final three months of the year, while capital employed reflected the full impact of the cost of the acquisition. Return on capital employed for FY 2018 was 9.0 per cent. (FY 2017: 22.3 per cent.), as the profit from the events portfolio acquired in July 2018 as part of the Ascential Events Acquisition was only included for the final three months of FY 2018, while capital employed reflected the full impact of the cost of the acquisition.

5.9 Forward bookings Forward bookings are contracted revenues for the following financial year, or for the current financial year when reporting at an interim period, and provides an indicator of the expected revenues for the Group for the relevant financial year. Forward bookings reported in the Annual Report and Accounts for FY 2019 were £152 million (FY 2018: £147 million). Forward bookings reported in the Annual Report and Accounts for FY 2018 were £147 million (FY 2017: £98 million).

162 Forward bookings increased 3 per cent. for FY 2019 as compared to forward bookings for FY 2018, and an increase of 50 per cent. for FY 2018 as compared to FY 2017. The increases in forward bookings year-on-year were largely due to effects of the implementation of the TAG Programme during which years the Group implemented its strategy of rebooking customers for future events on site at the current event, as compared to no on-site rebookings prior to the implementation of the TAG Programme, as well as bringing forward (and further in advance of the event dates) the prepayment dates for its bookings participation in its upcoming events. The significant increase in forward bookings for FY 2018 was primarily as a result of the addition of the events portfolio acquired in July 2018 as part of the Ascential Events Acquisition in addition to the implementation of the TAG Programme. See also paragraph 1.3(v) (Key Strengths – Consistent financial performance) of Part V (Information on the Group) for a comparison of the Group’s financial performance against certain alternative performance measures following the implementation of the TAG Programme. Forward bookings reported in the Interim Results for 2020, the six months ended 31 March 2020 were £172.0 million (for the six months ended 31 March 2019: £199.9 million). The decrease in forward bookings was primarily attributed to the cancellation and postponement of events booked during the period as a result of the Outbreak.

6. KEY FACTORS AFFECTING THE GROUP’S RESULTS OF OPERATIONS The results of the Group’s operations have been, and will continue to be, affected by many factors, some of which are beyond the Group’s control. This paragraph sets out the factors that the Group believes have materially affected the Group’s results of operations in the periods under review or could materially affect its results of operations in the future. For a discussion of certain factors that may adversely affect the Group’s results of operations and financial condition, see the risk factors set out in the section of this document headed “Risk Factors”.

6.1 Coronavirus health emergency The recent Outbreak has negatively impacted economic conditions and customer demand globally and, as a result, the Group’s operations, financial performance and prospects have been materially negatively affected. The events industry is experiencing significant and unprecedented disruption across multiple geographies and sectors with the substantial majority of events, from the kind of events the Group offers, to sporting, cultural and other large entertainment events, that were scheduled to take place through to the Reference Date, having been cancelled or postponed worldwide, with the potential for further cancellations and postponements over the coming months. In March 2020, the Outbreak escalated into a global pandemic leading to unprecedented societal, governmental and personal impacts and restrictions. Each region in which the Group operates reacted differently at that stage and, in most instances, governments and authorities placed certain restrictions on freedom of movement, travel and on large gatherings in order to contain the spread of the virus. As a consequence of the escalation of the Outbreak, the Group put in place a large-scale events postponement plan in many of its markets. Prior to the Outbreak, the Group was scheduled to hold 127 events in FY 2020. As at the Reference Date, as a result of the Outbreak, 48 of those events have been postponed, with 30 of those having been rescheduled to new dates in FY 2020, 18 events having been rescheduled to new dates outside of the current financial year and 13 events having been cancelled outright, with the next iteration of those events now to occur in FY 2021. Furthermore the Group's ten largest events by revenue contributed 43 per cent. of total revenue for the Group for FY 2019 (FY 2018: 35 per cent.). Prior to the Outbreak, the Group was scheduled to hold four of its top 10 revenue generating events from the Reference Date through to the end of the current financial year, such events being Worldfood Moscow, Autumn Fair, Groceryshop and CWIEME Berlin. As a result of the Outbreak, one of those events has been postponed, and one event has been cancelled outright, with the next iteration of both events now to occur in FY 2021. Further detail of the Group’s schedule of events for FY 2020 as at the Reference Date is set out in Part A of Appendix II to this document. By the beginning of March 2020, the Group had collected approximately 77 per cent. of revenues expected from the fourteen postponed events that had been scheduled to run in March, but since the Group recognises such revenues only after the event is completed, such

163 revenues have not been reflected in the Group’s financial results for the six months ended 31 March 2020, while comparable revenues were reflected in the Group’s financial results for the six months ended 31 March 2019. Largely as a result of the postponement and cancellation of certain events in the second quarter of FY 2020, the Group’s revenue reported for the six months ended 31 March 2020 declined by 10.7 per cent. to £96.3 million compared to £107.8 million reported for the six months ended 31 March 2019. The Group recorded a statutory loss before tax of £168.3 million for the six months ended 31 March 2020 compared to a statutory profit of £1.9 million reported for the six months ended 31 March 2019, after non-cash impairment charges of £166.8 million. The Group’s headline profit before tax for the six months ended 31 March 2020 decreased by 19.2 per cent. to £19.8 million compared to £24.5 million reported for the six months ended 31 March 2019. The Directors’ reasonable worst case assumptions include the key assumptions that (i) none of the Group’s events take place until 1 January 2021, with the exception of ChinaCoat, its 50 per cent. owned joint venture event due to take place in December 2020, five domestic Chinese events due to take place during summer 2020 and one domestic Chinese event due to take place in November 2020; (ii) all other events currently scheduled to take place prior to 30 September 2020 are assumed to be cancelled while events that were originally schedule to take place, prior to the Outbreak, in the three month period ending 31 December 2020 are postponed until later in FY 2021; (iii) as a result, revenue for FY 2020 is expected to be below expectations prior to the Outbreak by approximately 60 per cent. and approximately 55 per cent. below revenue for FY 2019; and (iv) revenue for FY 2021 is below expectations prior to the Outbreak by approximately 30 per cent. and therefore below revenue for FY 2019 by approximately 10 per cent., on the assumption that the global economic backdrop will take some time to stabilise and sales cycles will be reduced. As at the Reference Date, the restrictions on freedom of movement, travel and on large gatherings placed by governments and authorities across the world continue in many markets where the Group’s events are due to be held the current FY 2020. The Group has not postponed or cancelled 15 events which are due to be held in the current FY 2020. However, if such measures continue, the Group expects that it would have to cancel or postpone some or all of such events, which will have an additional material negative impact on its operations and financial results for FY 2020. The Group expects that, without postponing or cancelling the additional 15 events scheduled to be held in the current FY 2020, its revenue for FY 2020 will decrease by at least 20 per cent. to £176.7 million compared to £220.7 million reported for FY 2019. If the Group would have to postpone or cancel its 15 events scheduled to be held in the current FY 2020, it expects that its revenue for FY 2020 will decrease by at least 55 per cent. compared to the £220.7 million reported for FY 2019. Furthermore, where the Group has been forced to postpone or cancel events as a result of the Outbreak it has received refund requests totalling approximately £8.7 million from approximately 725 customers as at the Reference Date and the Group expects to receive further refund requests from its customers. Although the Group has sought to and will continue to seek to work with its customers in order to retain paid amounts in respect of either the upcoming postponed show (in most cases the postponed event takes place within several months of the originally scheduled date) or have such payments accepted as prepayments for the next event in the show cycle to be held in 2021. If the Group cancels or postpones additional events, it is likely to receive refund requests which it may be required to grant. To mitigate the impact of the cancelled and postponed events on the Group’s results of operations, the Group has been implementing a number of cost cutting measures, such as commencing a consultation process in relation to potential redundancies, a freeze on recruitment and the termination of the contracts of temporary employees, postponing capital and operating expenses related to the roll out of the ERP System which was the final element of the TAG Programme to be implemented and seeking to roll forward costs associated with cancelled or postponed events. The Group's cost saving programme is intended to identify and implement up to £10 million of savings in FY 2020 and £42 million in FY 2021 (approximately £9 million of which from HQ restructuring, non-staff savings and venue savings, and approximately £1 million of which from reduced capital expenditure) and £42 million in FY 2021 (approximately £40 million of which from HQ restructuring, non-staff savings and venue savings, and £2 million of which from reduced capital expenditure). For further information on

164 the Group’s cost cutting measures to mitigate the impact of cancelled and postponed events, see “Background To And Reasons For The Rights Issue – Management actions” of Part I of this document, and “Information on the Group – Strategy” of Part V of this document. The Group expects that its results will also likely be affected by the lower demand for air travel from its exhibitors and event attendees who travel to its events from other countries, which is widely expected following the lifting of restrictions on freedom of movement, travel and on large gatherings placed by governments and authorities across the world. The recent Outbreak has resulted in a significant drop in demand for both leisure and business travel globally, which required airline operators to cancel flights, reduce capacity and terminate staff. This negative impact on the airline industry could limit the airlines’ ability to counteract increased fuel, labour or other costs through raising prices. Further, additional government restrictions on air travel may be imposed in the future as measures to counteract outbreaks similar to the Outbreak. A decrease in air travel demand would likely have an adverse effect on the Group’s results. Although the Outbreak continues to have a material impact on the events industry as a whole, the Directors believe that face-to-face exhibitions and events will retain their importance as they continue to be central to companies in winning new business, sourcing products, staying up-to-date with industry trends and finding new ideas and innovations. The backdrop of the Outbreak is likely to have a significant impact on smaller operators, and the Directors believe that over the long term this will serve to increase the relative attractiveness of market leading events, such as the Company’s Core Events, versus second tier events, as customers prioritise attendance at market leading shows which the Directors believe deliver a better return on investment to customers.

6.2 Acquisitions and Disposals Over the past three years, the Group has maintained a focused acquisition strategy, in line with the goals set by the TAG Programme, to build scale and impact across specific geographic markets. As part of the TAG Programme, since its launch in May 2017, the Group has invested in total £439.8 million as at 31 March 2020 in acquisitions and also disposed of assets for a value of up to £23.0 million as at 31 March 2020, subject to post-closing price adjustments. Pursuant to the terms of the Second Waiver Letter, the Company and other members of the Group will (among other things) be subject to certain limitations from making disposals and acquisitions unless the majority of the lenders under the Facilities Agreement consent to the acquisition or disposal. The principal terms of the Second Waiver Letter are summarised in paragraph 8.2 of Part X (Additional Information) of this document.

During the period under review the following acquisitions and disposals have been completed. * FY 2020 acquisitions and disposals On 18 December 2019, the Group successfully acquired Shoptalk and Groceryshop, two US-based market-leading events focused on e-commerce broadly as well as the food and grocery segments specifically, for a total consideration of $145.3 million (£110.1 million based on a conversion rate of £1 to $1.32 as at 18 December 2019), on a cash free, debt free basis.

* FY 2019 acquisitions and disposals: On 3 October 2018, the Group completed the disposal of ITE Expo LLC, the operating company responsible for 56 of the Group’s Non-Core Events, regionally focused, smaller events in Russia, to Shtab-Expo LLC for consideration at fair value of £4.1 million. The Group will receive principal consideration of £10.0 million over the nine years following completion together with additional variable consideration of up to £4.7 million based on ITE Expo LLC’s incremental revenue growth during this period. On 23 October 2018, the Group acquired the business and assets relating to Mining Indaba from Euromoney for £28.7 million. Mining Indaba is the market leading event dedicated to bringing together mining and investment experts in order to develop mining interests in Africa.

165 * FY 2018 acquisitions and disposals: On 29 March 2018, the Group completed a number of smaller disposals within the Central Asia region for combined consideration of £0.5 million. On 24 April 2018, the Group disposed of TradeLink ITE Sdn. Bhd., the owner of Metaltech, the metalworking exhibition in Malaysia, to UBMMG Holdings Sdn. Bhd., a subsidiary of UBM plc, for total cash consideration of £4.9 million. On 17 July 2018, the Group acquired 100 per cent. of the issued share capital of Ascential Events for consideration of £300.3 million. The Ascential Events business, which organises market-leading exhibitions, including two global industry-leading exhibitions brands, Bett and CWIEME, and a number of market-leading United Kingdom exhibitions brands such as the Spring and Autumn Fairs and Pure. On 25 July 2018, the Group disposed of its 75 per cent. stake in ECMI ITE Asia SDN. BHD., the holding company of the Cosmobeauté series of beauty trade exhibitions, and the biennial Lab series of Scientific Instrument and Laboratory Equipment trade exhibitions, for a base consideration of 15 million Malaysian Ringgit (£2.8 million on the date of the disposal), subject to adjustment as calculated by reference to completion accounts.

* FY 2017 acquisitions and disposals: On 9 December 2016, the Group acquired 70 per cent. of Shanghai Aige Exhibition Service Co. Ltd (“Gehua”) for consideration of £10.8 million. Gehua operates a portfolio of exhibitions in China spanning Textile and Clothing, Auto Parts and Accessories, Mechanical Equipment, Gifts, and Food, and attracts both domestic and international exhibitors and visitors to its events. The acquired business contributed £8.1 million, £6.1 million and £3.0 million to Group revenue and a profit of £3.5 million, £2.6 million and £1.0 million for FY 2019, FY 2018 and FY 2017, respectively. The Group also holds an option to purchase the remaining 30 per cent. of Gehua. In FY 2017, the Group paid £3.7 million in respect of deferred and contingent consideration obligations relating to the acquisitions of ABEC and Fasteners completed in previous financial years and of Gehua in FY 2017. On 1 April 2017, the Group disposed of its interest in ITE Germany GmbH (GiMA) for a loss on disposal of £3.7 million, which was included in the profit for the financial year from continuing operations in administrative expenses.

6.3 Macroeconomic Conditions in End Markets and Overall Economic Environment The Group’s event offerings represent a small proportion of the overall size of the end- markets. The performance of the overall Group depends, at least in part, on the financial health of its customers, which in turn can be dependent on the economic conditions of the industries and geographic regions in which they operate. An economic slowdown, such as the one resulting from the Outbreak, leading to a decrease in consumer spending resulting from, among other factors, restricted or reduced travel options, reduced consumer confidence, falling gross domestic product, rising unemployment rates and uncertainty in the macroeconomic environment have had and could have in the future an adverse effect on the financial health of the Group’s customers. The Group seeks to mitigate risks from economic environments in the markets where it holds events, where possible, through diversification of its operations across markets and geographies, which provides it with a broad customer base. For FY 2019, the Group’s revenue percentage by geographical region was as follows: 28 per cent. in Russia, 22 per cent. in the United Kingdom, 9 per cent. in Central Asia, 11 per cent. in Asia, 8 per cent. in Eastern & Southern Europe and 23 per cent. in the rest of the world (i.e. the Global Brands segment). In addition, no individual exhibitor customer amounted to more than 1 per cent. and no individual event amounted to more than 10 per cent. of the Group’s revenue for FY 2019. Changes in law or the regulatory environment in the jurisdictions in which the Group operates could have an effect on some or all of the exhibitions of the Group. As an international organisation, political and regulatory changes in the regions in which the Group organises

166 exhibitions could impact its ability to operate in these territories. The Group has established local subsidiary companies that contribute to the local economy in the countries where it has operations. Over recent years, the Group has diversified the business geographically, through acquisitions and expansion into new regions and markets, reducing the proportion of the business that is exposed to a single country or region’s political and regulatory environment. The Group has decreased its exposure to its historically largest segment by revenue Russia to 28.4 per cent. of the Group’s revenue for FY 2019, compared to 41.7 per cent. and 46.8 per cent. for FY 2018 and FY 2017, respectively. The Group expects that an economic downturn resulting from the Outbreak will reduce demand for exhibition space, which would in turn reduce the profitability of the Group’s events. The Group operates across a wide range of sectors and countries in order to manage the exposure to any single market. The nature of the Group’s business model is such that, with revenues often contractually committed in advance of the costs incurred, the Group can react to periods of economic instability to seek to protect the profitability of its events. Through strong relationships with venues and staff, the Group has a relatively flexible cost structure, allowing the ability to manage event margins in the short and medium term. Mitigating the impacts of the postponement of 42 and cancellation of 10 of its events scheduled for February to July 2020, the Group sought to engage with venue operators in order to rollover certain venue hire and other costs to the new dates for postponed events or, in the case of cancelled events, to the FY 2021 edition, though the Group has not, as at the Effective Date, secured the agreement of many of the venue operators for the Group's largest events and venue operators may ultimately refuse. Further, although the Group has received refund requests totalling approximately £8.7 million, the Group has been also offering its customers who made bookings for the postponed or cancelled events to credit fees paid towards bookings at the rescheduled or new events and the Directors expect most customers to accept such offers. Although the economic impact of Britain’s exit from the European Union is uncertain, the Group does not expect that Brexit would have a material impact on its business other than in relation to its United Kingdom segment, for which United Kingdom retailers are a key source of business, who are in turn likely to be impacted by Brexit. The Group monitors this development as the form of the exit becomes clearer, including the immigration treatment of colleagues employed in the United Kingdom who come from EU member states.

6.4 Implementation of the TAG Programme Since May 2017, the Group has been implementing the TAG Programme which, in addition to impacting the Group's portfolio of events due to acquisitions and disposals driven by the TAG Programme, has had a significant impact on the Group’s results of operations, transforming it from a decentralised, geographically structured business to one that is more centralised and product-led with strong regional platforms to better position the Group and help to drive growth. The Group has centralised its operating model, improved its systems, completed significant acquisitions of market-leading events, integrated and restructured new teams, relocated its headquarters and sold or closed a number of less profitable Non-Core Events. Implementation of the TAG Programme contributed to overall increase in certain of the Group’s key indicators of operational delivery as set out in the table below. The positive impact of the implementation of the TAG Programme was offset by the impact of the Outbreak in the second quarter of FY 2020.

For the six months ended 31 March For the year ended 30 September

2020 2019 2019 2018 2017

(unaudited) Revenue (£m) 96.3 107.8 220.7 175.7 152.6 Headline profit before tax (£m) 19.8 24.5 50.4 35.4 31.6 Like-for-like revenue growth (%) 1.0 6.0 7.3 11.4 5.5 Forward bookings (£m) 172.0 199.9 152 147 98

167 The implementation of the TAG Programme was due to be completed during FY 2020 when the Group was due to finish the roll out of the EPR System across the whole Group in multiple geographies and locations. However, the Group has postponed capital and operating expenses related to the roll out of the ERP System as part of its costs cutting measures aimed at dealing with the impact of the Outbreak on the Group’s financial results, and the roll out of the ERP System is therefore delayed while such measures remain in place.

6.5 Impairment Charges The Group tests for impairment on an annual basis or more frequently when an indicator exists. Impairment charges are individually disclosed and are excluded from headline results as the Directors believe this to be an appropriate way to measure the underlying performance. No impairment charges were taken in FY 2019. Impairment charges totaled £7.4 million in FY 2018 (FY 2017: 14.3 million), with £5.6 million (FY 2017: £12.6 million) relating to goodwill and other intangible assets, £1.8 million (FY 2017: £nil) relating to a venue prepayment and £nil (FY 2017: £1.7 million) relating to investments in associates and joint ventures. Impairment charges in the six months ended 31 March 2020 were £166.8 million. These charges were recognised in respect of goodwill (£124.0 million), acquired intangible assets (£42.0 million) and investments in associates and joint ventures (£0.8 million). In the 2019 Annual Report and Accounts, the Group disclosed that the headroom of the Bett portfolio and UK cash-generating units (“CGUs”), which mainly consist of the Ascential portfolio of events acquired in July 2018, was sensitive to a possible change in the key assumptions used in the value in use calculation, including an increase in discount rates and a decline in the CGUs' operating profit growth rates. As a result of the Outbreak, discount rates have increased due to the heightened risk environment, reflecting the impact of the pandemic on both the Group itself and the markets in which it operates, while forecast operating profits have declined significantly across the business in the short term, reflecting the event postponements and cancellations. Therefore, the forecast cash flows of these CGUs are no longer able to support the carrying value of their assets and consequently impairment charges of £44.7 million and £108.3 million have been recognised in the Bett portfolio and UK CGUs respectively. Furthermore, the adverse impact of the Outbreak on discount rates and forecast cash flows has resulted in combined impairment charges of £13.8 million being recognised in CWIEME and Azerbaijan CGUs, and the Group's Indonesian joint venture Debindo. No impairment charges were taken in the six months ended 31 March 2019. A derecognition charge of £2.2 million was recognised in the Annual Report and Accounts for FY 2018 in respect of the derecognition of goodwill in RAS Publishing, within the Global Brands operating segment. This arose due to the cessation of trading at RAS Publishing during the year, resulting in the derecognition in full of the carrying value of the goodwill held.

6.6 Foreign Currency Fluctuations and Translation The Group is exposed to movements in foreign exchange rates against pounds sterling for both trading transactions and for the translation of the results of operations and assets and liabilities of overseas operations. In particular, the Group’s results are affected by a sharp decline in foreign exchange rates against Pound Sterling that resulted from the market reaction to the Outbreak. The principal exposure is to the Euro and the Rouble which form the basis of a large share of the Group’s invoicing and which is the functional currency of the Russian operations. The Group seeks to manage exposure mainly by protecting a certain amount of Euro denominated sales through entry into forward foreign currency contracts and seeking to maximise the matching of costs and revenues in the same currency. Each month the Group’s subsidiary company results are translated into pounds sterling, from the functional currencies of the subsidiary companies, on consolidation, using the prevailing foreign exchange rates for the month. Changes in foreign exchange rates result in fluctuations in the level of profits reported for the Group. The impact of the changes in foreign exchange rates is included within the results, within the relevant lines in the consolidated income statement. To aid comparability of trading results, when presenting like-for-like performance the Group adjusts for the impact of changes in foreign exchange rates on translation.

168 As well as translational foreign exchange movements arising on consolidation, the Group’s results are impacted by changes in foreign exchange rates within the subsidiary company results. Where monetary transactions are entered into in different currencies than the functional currency of the entity this gives rise to revaluation gains and losses following changes in exchange rates between the transaction date, month end and the settlement date. Each revaluation of the monetary assets and liabilities held on the balance sheet results in gains and losses, which are reported within the consolidated income statement within the ‘Foreign exchange gain/(loss) on operating activities’ line. In order to minimise the Group’s exposure to changes in foreign exchange rates, particularly on Euro denominated cash inflows held in subsidiary companies with pounds sterling as their functional currency, the Group takes out foreign exchange forward contracts to hedge the exposure associated with the future Euro cash inflows. The gains and losses on the forward contracts are deferred and recognised within revenue at the point at which the revenue is recognised. Finally, the results are impacted by the translation of the subsidiary company balance sheets each month on consolidation into pounds sterling. A change in foreign exchange rates gives rise to a movement which is recognised within reserves in the foreign currency translation reserve. This is on translation of the company balance sheets of the subsidiary companies, which are reported in their functional currencies before being translated into pounds sterling on consolidation, at the prevailing period end rates. For a discussion on the impact of movements in foreign exchange rates against pounds sterling for trading transactions on the Group’s results, see “Results of Operations – Foreign exchange (loss)/gain on operating activities” in paragraphs 7.1 and 7.2 of this Part V (Operating and Financial Review).

7. RESULTS OF OPERATIONS The following table sets out the Group’s certain income statement items for FY 2019, FY 2018 and FY 2017 as well as the six months ended 31 March 2020 and 2019.

For the six months ended 31 March For the year ended 30 September

2020 2019 2019 2018 2017

(unaudited) £m Revenue 96.3 107.8 220.7 175.7 152.6 Cost of sales (63.4) (67.6) (133.3) (107.7) (93.3) Gross profit 32.8 40.2 87.4 68.0 59.4 Other operating income 0.1 0.2 0.9 0.8 0.7 Administrative expenses (210.4)(1) (42.0) (79.4) (78.7) (69.6) Foreign exchange (loss)/gain on operating activities 4.2 0.1 (1.1) 2.2 0.3 Share of results of associates and joint ventures 4.9 5.5 6.4 5.9 5.0 Operating profit/(loss) (168.4) 4.0 14.2 (1.6) (4.2) Investment revenue 5.8 1.0 2.3 3.6 6.0 Finance costs (5.7) (3.1) (7.8) (5.7) (5.0) Profit/(loss) before tax (168.3) 1.9 8.7 (3.7) (3.2) Tax (charge)/credit 0.1 (1.5) (4.6) (3.0) (3.3) Profit/(loss) for the year/period (168.2) 0.4 4.1 (6.7) (6.4) ————— Notes: (1) Administrative expenses for the six months ended 31 March 2020 include an impairment charge of £166.8 million. See paragraph 6.5 of this Part VI (Operating and Financial Review) for further details.

7.1 Six months ended 31 March 2020 as compared to six months ended 31 March 2019 Revenue Revenues declined by 10.7 per cent. to £96.3 million for the six months ended 31 March 2020 (six months ended 31 March 2019: £107.8 million). Revenues in the period were impacted by the Outbreak and the event Postponement Plan implemented by the Group following the restrictions put in place by governments across the Group’s markets. 14 events due to take

169 place in the first six months of the year were postponed or cancelled, including MITT, the international travel and tourism event in Moscow, which will not take place until the following financial year, and Shoptalk, the newly acquired e-commerce event in Las Vegas, which has been postponed until September. Like-for-like revenue growth Like-for-like revenue growth was 1.0 per cent. for the six months ended 31 March 2020 (six months ended 31 March 2019: 6 per cent.) despite the ongoing impact of Brexit and reduced attendance by Chinese exhibitors at certain events due to travel restrictions that had been put in place as a result of the Outbreak during the second quarter of FY 2020. Prior to the Outbreak, the Group's revenue in the first quarter of FY 2020 grew 7 per cent. on a like-for- like basis, driven by Africa Oil Week and YugAgro, which both delivered like-for-like growth, offset by delays to the completion of the Pragati Maidan venue in New Delhi which impacted the performance of the Acetech Delhi event due to space constraints. For a discussion on how like-for-like revenue is calculated, see paragraph 5.1 of this Part VI (Operating and Financial Review).

Cost of sales Cost of sales decreased by 6.2 per cent. to £63.4 million for the six months ended 31 March 2020 (six months ended 31 March 2019: £67.6 million). The decrease was primarily due to the postponement of events which meant certain event costs were not incurred as expected due to events not being held or resulting from the Group's success in rolling over certain costs to the new event dates.

Gross profit Gross profit decreased by 18.3 per cent. to £32.8 million for the six months ended 30 March 2020 (six months ended 31 March 2019: £40.2 million). The decrease was due to declining revenues as a result of event postponements and cancellations following the Outbreak.

Other operating income Other operating income decreased by 33.6 per cent. to £0.1 million for the six months ended 31 March 2020 (six months ended 31 March 2019: £0.2 million). Other operating income for the six months ended 31 March 2020 consisted of management fees received from joint ventures.

Administrative expenses Administrative expenses increased to £210.4 million for the six months ended 31 March 2020 (six months ended 31 March 2019: £42.0 million). The increase was primarily due to the impairment charges totaling £166.8 million. Discount rates have increased due to the heightened risk environment arising from the Outbreak, reflecting the impact of the Outbreak on both the Group itself and the markets in which it operates, while forecast operating profits have declined significantly across the business in the short term, reflecting the event postponements and cancellations. For a discussion on how administrative expenses is calculated, see paragraph 4.4 of this Part VI (Operating and Financial Review).

Foreign exchange (loss)/gain on operating activities The Group recorded a foreign exchange gain on operating activities in the amount of £4.2 million for the six months ended 31 March 2020 as compared to a gain of £0.1 million for the six months ended 31 March 2019. The increase was primarily a result of the weakening of the Rouble.

Share results of associates and joint ventures Share of results of associates and joint ventures decreased by 10.6 per cent. to £4.9 million for the six months ended 31 March 2020 (six months ended 31 March 2019: £5.5 million) due to the postponement of events in the Group's Indonesian joint venture Debindo.

170 Operating profit/(loss) Operating loss was £168.4 million for the six months ended 31 March 2020 (six months ended 31 March 2019: profit of £4.0 million). The decrease was due to the decline in revenues following the event postponements and cancellations, as well as the impairment charges recognised in the period.

Investment revenue Investment revenue increased to £5.8 million for the six months ended 31 March 2020 (six months ended 31 March 2019: £1.0 million) primarily as a result of the imputed interest credit on the unwinding of the discount on the Group’s deferred consideration receivable in relation to the disposal of ITE Expo LLC (£0.9 million) and the gains from the revaluation of its equity options over non-controlling interests in its subsidiaries (£4.5 million).

Finance costs Finance costs increased by 40.4 per cent. to £5.7 million for the six months ended 31 March 2020 (six months ended 31 March 2019: £3.1 million) primarily as a result of increased interest on the Group’s debt facility reflecting the Group’s increased debt levels following the acquisition of Shoptalk and Groceryshop and the write-off of previously capitalised debt issue costs on refinancing.

Profit/(loss) before tax Loss before tax was £168.3 million for the six months ended 31 March 2020 (six months ended 31 March 2019: profit of £1.9 million). The decrease was as a result of the Group's declining operating profits following the event postponements and cancellations as a result of the Outbreak, as well as the impairment charges recognised in the period. Headline profit/(loss) before tax Headline profit before tax of £19.8 million, as adjusted from statutory profit before tax, decreased by 19.2 per cent (six months ended 31 March 2019: £24.5 million). The results were adversely impacted by event postponements and cancellations as a result of the Outbreak which had a £7.9 million impact on headline profit before tax, consisting of a £14.3 million adverse impact on revenue offset by £6.4 million of cost saving, most significantly due to the cancellation of MITT, which was due to take place in Russia in March 2020. Acquisitions and disposals had a net impact of £4.1 million, including the acquired Shoptalk event which was originally due to take place in March but has been postponed until September 2020 and therefore the results include £2.8 million of costs and no revenue in the period post-acquisition, as well as the disposals in Central Asia in the previous year which contributed £1.3 million to headline profit before tax in the six months ended 31 March 2019. The decline was partially offset by the positive net impact of £2.5 million from biennial events and the timing of the events and the positive impact from movements in foreign exchange rates of £4.3 million, consisting of translational impact of £0.3 million (£0.2 million on the translation of revenue, £0.1 million on the translation of costs and transactional impact of £4.0 million. There was growth from underlying trading of £0.5 million from events that occurred in both periods under review. On a like-for-like basis calculated on the same basis as like-for-like revenue as described in paragraph 5.1 of this Part VI (Operating and Financial Review), headline profit before tax grew 3 per cent. in the six months ended 31 March 2020 and 7 per cent. on a like-for-like basis adjusted to include biennials and timing differences. For a discussion on the adjustment to statutory profit, see paragraph 5.3 of this Part VI (Operating and Financial Review).

Tax (charge)/credit The Group benefited from a tax credit for the six months ended 31 March 2020 of £0.1 million reflecting the Group's loss before tax compared to a tax charge of £1.5 million for the six months ended 31 March 2019.

171 Profit/(loss) Loss for the six months ended 31 March 2020 was £168.2 million (six months ended 31 March 2019: profit of £0.4 million). The higher loss was a result of the Group's declining operating profit following the event postponements and cancellations as a result of the Outbreak, as well as the impairment charges recognised in the period.

Earnings per share Basic and diluted earnings per share were lower for the six months ended 31 March 2020 at (21.7p) and (21.6p) respectively (six months ended 31 March 2019 (0.1p) and (0.1)), due to the declining profitability.

Operating Segments Discussion The Group’s revenue is presented by operating segments as follows: * Global Brands; * Asia; * Central Asia; * Eastern & Southern Europe; * Russia; and * United Kingdom.

Global Brands (previously “Brands”)

For the six months ended 31 March Per cent. 2020 2019 change

(unaudited) £m Revenue 30.9 31.7 (2.5)%

The Group’s Global Brands segment generated revenues of £30.9 million, which was 2.5 per cent. lower than the previous period (six months ended 31 March 2019: £31.7 million). as a result of the postponement of three events in Asia. On a like-for-like basis revenues grew by 6.9 per cent.. Africa Oil Week ran in November 2019 and performed very well, demonstrating the positive impact of the new portfolio and event leadership and the benefits of the TAG investment the event has received in recent years. In the same portfolio, Mining Indaba ran in February and also performed well with the event now fully integrated in the Global Brands division having had a full show cycle under the Group's ownership, delivering strong like-for-like revenue growth. Bett, the education technology event acquired as part of the Ascential Events acquisition in July 2018, returned to revenue growth after the decline reported in the prior period. This was as a result of the investments made in the event team since acquisition, as well as the restructuring of the event team and implementation of the Group's best practice. The Breakbulk Americas event also ran in October 2019 which also contributed to revenue for the six months ended 31 March 2020.

172 Asia

For the six months ended 31 March Per cent. 2020 2019 change

(unaudited) £m Revenue 12.0 12.4 (3.2)%

The Group’s Asia segment generated revenue of £12.0 million, which was 3.2 per cent. lower than the previous period (six months ended 31 March 2019: £12.4 million) with the positive impact of the biennial Paperex event offset by the postponement of one event in China until later in the year as a result of the Outbreak and reduced revenues across the Acetech portfolio of construction events in India. On a like-for-like basis revenues fell by 12.7 per cent.. The performance across the Acetech portfolio reflected a challenging trading environment in the Indian construction sector. This was compounded by delays to the completion of the Pragati Maidan venue in Delhi which impacted the performance of the Acetech Delhi event in December 2019. Conversely, the biennial Indian paper event, Paperex, achieved growth in excess of 50 per cent. compared to the previous edition two years ago.

Central Asia

For the six months ended 31 March Per cent. 2020 2019 change

(unaudited) £m Revenue 5.7 6.7 (14.9)%

The Group’s Central Asia segment generated revenue of £5.7 million, which was 14.9 per cent. lower than the previous period (six months ended 31 March 2019: £6.7 million) reflecting the disposal of the Azerbaijan events towards the end of the comparative period, but on a like- for-like basis revenue grew by 27.1 per cent.. The like-for-like revenue growth is largely attributable to the performance of the Group's Uzbekistan events as the region continues to benefit from the new, investment-friendly Presidential regime with like-for-like revenue growth across the majority of its events in the first half of FY 2020. The Group's Kazakhstan events, primarily the Agroworld Kazakhstan event, also contributed to the like-for-like growth for the six month ended 31 March 2020.

Eastern & Southern Europe

For the six months ended 31 March Per cent. 2020 2019 change

(unaudited) £m Revenue 2.9 3.7 (21.6)%

173 The Group’s Eastern & Southern Europe segment generated revenue of £2.9 million, which was 21.6 per cent. lower than the previous period (six months ended 31 March 2019: £3.7 million) as a result of the postponement of the international travel and tourism event in Kiev, UITT, originally scheduled to take place in March 2020. On a like-for-like basis revenues grew by 4.8 per cent. compared to the comparative period. The only Turkish event scheduled to take place in the first half of the financial year was EMITT, the international travel and tourism event in Istanbul. Despite challenges in the macroeconomic environment in Turkey, the event delivered revenue growth in line with the comparative period event on a like-for-like basis. Ukraine achieved like-for-like revenue growth of 11 per cent. with strong performance across the events that took place in the first half of the year. UITT and Pro Beauty Expo in Ukraine were due to take place in March but have been moved to new dates towards the end of the financial year as a result of the Outbreak.

Russia

For the six months ended 31 March Per cent. 2020 2019 change

(unaudited) £m Revenue 20.0 24.1 (17.0)%

The Group’s Russia segment generated revenue of £20.0 million, which was 17.0 per cent. lower than the previous period (six months ended 31 March 2019: £24.1 million). On a like-for- like basis, revenue increased by 14.1 per cent.. In March the international travel and tourism event, MITT, was cancelled while the security event, Securika, was postponed until August 2020. As a result, revenue for the segment declined, more than offsetting the biennial impact of running the woodworking and furniture event, Woodex. The growth in like-for-like revenue is primarily attributable to the positive impact of YugAgro, the agriculture event in Krasnodar, reflecting the positive impact the TAG Programme investments have had.

United Kingdom

For the six months ended 31 March Per cent. 2020 2019 change

(unaudited) £m Revenue 24.7 29.2 (15.4)%

The Group’s United Kingdom segment generated revenue of £24.7 million, which was 15.4 per cent. lower than the previous period (six months ended 31 March 2019: £29.2 million) impacted by the disposal of the low profit BVE event that took place in February 2019. Spring Fair, acquired from Ascential plc in July 2018, is the second largest event in the Group portfolio and takes place each February at the NEC in Birmingham. Despite the ongoing impact from Brexit and reduced attendance by Chinese exhibitors due to travel restrictions as a result of the Outbreak, the rate of decline slowed compared to the previous year, reflecting progress made by the new management team.

174 The two largest brands in the fashion portfolio are Pure, the high-end fashion event which runs twice per year in Olympia and Moda, the mid-market focused fashion event held twice annually at the NEC in Birmingham. Both February editions contributed to the decline in like- for-like revenue as a result of challenges faced in the sector.

7.2 FY 2019 as compared to FY 2018 Revenue Revenues grew by 26 per cent. to £220.7 million (FY 2018: £175.7 million). This was primarily due to the full year impact of the events portfolio acquired in July 2018 as part of the Ascential Events Acquisition which contributed an additional £54.7 million in FY 2019. The Mining Indaba event acquired in October 2018 delivered revenues of £7.9 million, also contributing to the increase in revenues for the year. The impact of these acquisitions was partially offset by the disposal of 56 Non-Core Events that were part of the Russia segment, and 5 Non-Core Events that were part of the Central Asia segment including events in Azerbaijan, and the Group’s stand construction businesses in Azerbaijan and Kazakhstan, which had contributed £14.6 million in revenue in FY 2018, and the cancellation of 17 Non- Core Events, which were smaller, regional events, primarily in Siberia, which previously contributed £5.3 million in revenue in FY 2018.

Like-for-like revenue growth Like-for-like revenue growth was 7 per cent. in FY 2019 (FY 2018: 11 per cent.) with a 13 per cent. like-for-like revenue growth from the Group’s Top 10 TAG Events being a key driver of this performance and operational efficiencies implemented as a result of the TAG Programme. The growth in FY 2019 was partially offset by the 9 per cent. decline in like-for-like revenue in the United Kingdom segment, which was primarily due to the effects of the current uncertainty in the United Kingdom surrounding Brexit and challenges facing the United Kingdom high- street with retailers suffering declining demand due to the popularity of online shopping. For a discussion on how like-for-like revenue is calculated, see paragraph 5.1 of this Part VI (Operating and Financial Review).

Cost of sales Cost of sales increased by 24 per cent. to £133.3 million (FY 2018: £107.6 million). The increase was primarily due to the Group’s acquisition and divestment activity and increased event expenditure to improve the quality of the Group’s events. The addition of the events portfolio acquired in July 2018 as part of the Ascential Events Acquisition and Mining Indaba event resulted in an additional £36.8 million of costs being incurred during FY 2019 following their acquisitions, which were partially offset by the disposal of events in the Russia and Central Asia segments and the closure of the Siberia business which meant that costs of £13.5 million incurred in FY 2018 were not incurred in FY 2019. An additional £8.6 million of recurring costs, consisting of events costs relating to content, customer success, lead generation and operations were incurred across the Group as part of the continued investment in its best practice initiatives.

Gross profit Gross profit increased year-on-year by 29 per cent. to £87.4 million (FY 2018: £68.0 million). The acquisitions of the events portfolio acquired in July 2018 as part of the Ascential Events Acquisition and Mining Indaba event contributed £21.0 million and £4.9 million to gross profit respectively, and was partially offset by the disposals in the Russia and Central Asia segments which had contributed £5.5 million to gross profit in FY 2018. Adverse foreign exchange movements resulted in a £1.1 million reduction on the Group’s gross profits during the year compared to a gain of £2.2 million in FY 2018.

Other operating income Other operating income remained consistent at £0.9 million for the year (FY 2018: £0.9 million).

175 Other operating income for FY 2019 consisted of rental income from sub-leasing unused office space (£0.3 million), management fees from joint ventures (£0.3 million) and a government incentive received for good corporate behaviour in China (£0.3 million).

Administrative expenses Administrative expenses remained relatively constant with an increase of 1 per cent. to £79.4 million in FY 2019 (FY 2018: £78.7 million). For a discussion on how administrative expenses is calculated, see paragraph 4.4 of this Part VI (Operating and Financial Review). The acquisitions of the events portfolio acquired in July 2018 as part of the Ascential Events Acquisition and the acquisition of Mining Indaba contributed an additional £5.6 million in administrative expenses for the Group, partially offset by the disposals in the Russia and Central Asia segments which reduced administrative expenses by £3.8 million in FY 2019. An additional £1.5 million of recurring administrative expenses were incurred in FY 2019, primarily in relation to employee salaries.

Foreign exchange (loss)/gain on operating activities The Group recorded a foreign exchange loss on operating activities in the amount of £1.1 million in FY 2019 as compared to a gain of £2.2 million for FY 2018. The strengthening of the Rouble and Turkish Lira throughout the financial year relative to the position at 30 September 2018 has contributed to the loss recognised in the year, which had arisen on the revaluation of foreign currency monetary assets and liabilities held in the Company’s subsidiary companies in Russia and Turkey.

Share of results of associates and joint ventures Share of results of associates and joint ventures increased by 8 per cent. to £6.4 million in FY 2019 (FY 2018: £5.9 million) following strong performance from the ChinaCoat event in Guangzhou, operated by the Group’s joint venture, Sinostar, which contributed £4.8 million, and the stronger biennial year for the Group’s Russian joint venture, ITE MF, which contributed £1.3 million, during FY 2019.

Operating profit/(loss) Operating profit increased to £14.2 million in FY 2019 (FY 2018: loss of £1.6 million). The increase primarily reflects the profitability of the events portfolio acquired in July 2018 as part of the Ascential Events Acquisition and acquired Mining Indaba event which together contributed £20.2 million to operating profit in FY 2019 and growth in the Group’s Russia segment, which contributed £3.1 million to operating profit, partially offset by the additional amortisation charge of £11.0 million incurred in respect of acquired intangible assets relating to these acquisitions.

Investment revenue Investment revenue decreased by 36 per cent. to £2.3 million in FY 2019 (FY 2018: £3.6 million) as a gain of £2.9 million was recognised in FY 2018 in respect of the revaluation of the Group’s equity option liabilities compared to a loss of £1.1 million in FY 2019. This was offset by a gain of £1.1 million recognised in respect of the unwind of the imputed interest charge on deferred consideration receivable from the disposal of ITE Expo LLC in October 2018.

Finance costs Finance costs increased by 37 per cent. to £7.8 million in FY 2019 (FY 2018: £5.7 million) as a result of incrementally higher interest costs of £2.2 million incurred for FY 2019, reflecting the increased level of debt since July 2018, to part-fund the Ascential Events Acquisition, and since October 2018, to fund the Mining Indaba acquisition. A loss of £1.1 million was also recognised in FY 2019 in respect of the revaluation of the Group’s equity option liabilities compared to a gain of £2.9 million for FY 2018.

176 Profit/(loss) before tax Profit before tax increased to £8.7 million for FY 2019 (FY 2018: loss of £3.7 million). The increase was the result of an increase in the Group’s operating profit of £15.8 million, primarily through the acquisitions of the events portfolio acquired in July 2018 as part of the Ascential Events Acquisition and Mining Indaba event, offset by a fall in investment revenue of £1.2 million and an increase in finance costs of £2.1 million.

Headline profit/(loss) before tax Headline profit before tax of £50.4 million for FY 2019, as adjusted from statutory profit before tax, increased by 42 per cent (FY 2018: £35.4 million). For a discussion on the adjustment to statutory profit, see paragraph 5.3 of this Part VI (Operating and Financial Review).

Tax (charge)/credit Tax charge increased by 53 per cent. to £4.6 million (FY 2018: £3 million) reflecting the higher profits generated in the year from the acquisitions of the events portfolio acquired in July 2018 as part of the Ascential Events Acquisition and Mining Indaba event.

Profit/(loss) Profit increased year-on-year to £4.1 million (FY 2018: loss of £6.7 million). The increase reflects the profitability from the acquisitions of the events portfolio acquired in July 2018 as part of the Ascential Events Acquisition and Mining Indaba event, offset by the associated higher tax charge as a result of those profits.

Earnings per share Basic and diluted earnings per share were higher than the previous year at 0.4p, (FY 2018: (1.6)p) reflecting the increased profitability of the business, having made a loss in the previous year.

Operating Segments Discussion The Group’s revenue and headline profit before tax are presented by operating segments as follows: * Global Brands; * Asia; * Central Asia; * Eastern & Southern Europe; * Russia; and * United Kingdom.

Global Brands (previously “Brands”)

For the financial year ended 30 September Per cent. 2019 2018 change

£m Revenue 49.7 11.5 332% Headline profit before tax 20.3 2.1 867%

The Group’s Global Brands segment generated revenues of £49.7 million in FY 2019, an increase of £38.2 million from the previous year (FY 2018: £11.5 million). Headline profit before tax of £20.3 million in FY 2019, an increase of £18.2 million from the previous year (FY 2018: £2.1 million).

177 The increase to both revenue and headline profit before tax was largely due to additional revenue from acquired businesses with the segment having expanded significantly over the past 18 months primarily as a result of the acquisitions of Ascential Events and Mining Indaba. On a like-for-like basis, revenues increased by 16 per cent. with the increase attributable to the trading results of the legacy Africa Oil Week and Breakbulk events which experienced improved performance in FY 2019.

Asia

For the financial year ended 30 September Per cent. 2019 2018 change

£m Revenue 23.2 25.7 -10% Headline profit before tax 9.4 10.2 -8%

The Group’s Asia segment generated revenue of £23.2 million, which was 10 per cent. lower than the previous year (FY 2018: £25.7 million), and headline profit before tax of £9.4 million was 8 per cent. lower than the previous year (FY 2018: £10.2 million). The Group’s Asian events take place in India and China, primarily operated by joint venture companies in which the Group owns the majority, but not all shares. Overall the Asia segment reported lower results in FY 2019 across revenue and profit before tax, with the decline attributable to India as a result of space constraints at Acetech Delhi where the venue is under redevelopment, the cancellation of a number of smaller events and this being the weaker biennial year in which the Paperex event does not take place in India. On a like-for-like basis, the region reported a revenue increase of 5 per cent.. The Group benefitted from another strong performance by its Sinostar joint venture, which is not included in consolidated revenues, but is included in consolidated headline profit before tax for the segment. In South East Asia, the Group owns 50 per cent. of PT Debindo in Jakarta, Indonesia, which runs the IndoBuildTech series of construction exhibitions. While considerably smaller than Sinostar and therefore only having a minimal impact on the overall Group’s performance, PT Debindo also contributed to the share of profits in FY 2019.

Central Asia

For the financial year ended 30 September Per cent. 2019 2018 change

£m Revenue 19.8 24.5 -19% Headline profit before tax 5.0 7.2 -30%

The Group’s Central Asia segment generated revenue of £19.8 million, which was 19 per cent. lower than the previous year (FY 2018: £24.5 million), and headline profit before tax of £5.0 million, which was 30 per cent. lower than the previous year (FY 2018: £7.2 million). During FY 2019, the Group organised a total of 45 events (FY 2018: 56) across these territories. On a like-for-like basis, revenues increased by 13 per cent. Although the improved oil price and the Russian economic stabilisation during the period have had a positive impact on trading conditions within the region, the decline in absolute results across the region is attributable to a combination of the sale of the Group’s small Azerbaijan portfolio, with only the Group’s largest event in the country, Caspian Oil & Gas, retained, and the disposal of the Group’s stand construction businesses in Azerbaijan and Kazakhstan and timing differences.

178 The disposed business contributed revenues of £4.3 million in FY 2018. The timing differences notably include KIOGE, the Kazakhstan oil and gas event, which took place in Almaty in October 2017 and again in September 2018 and so reported revenues on two event editions in FY 2018 but none in FY 2019, and CAITME, the Uzbekistan textile machinery exhibition that took place in FY 2018 but did not run in FY 2019.

Eastern & Southern Europe

For the financial year ended 30 September Per cent. 2019 2018 change

£m Revenue 16.7 15.2 10% Headline profit before tax 5.8 4.4 32%

The Group’s Eastern & Southern Europe segment generated revenue of £16.7 million, which was 10 per cent. higher than the previous year (FY 2018: £15.2 million), and headline profit before tax of £5.8 million, which was 32 per cent. higher than the previous year (FY 2018: £4.4 million). The increase in revenue was primarily a result of improved performance of the majority of the Group’s events in Turkey in FY 2019 compared to FY 2018 and the railway industry exhibition, Eurasia Rail, which takes place in the spring in alternate years being held in FY 2019. This was partially offset by a decline in the performance of the Group’s TurkeyBuild Istanbul event due primarily to a contraction in the Turkish construction sector. Revenues from operations in Ukraine in FY 2019 grew by 12 per cent. The increase is attributable to the success of the Intercharm beauty event held in Ukraine. Overall, The Group’s business in the Ukraine contributed £6.9 million to the Group’s revenue for FY 2019. On a like-for-like basis, revenues increased by 6 per cent., reflecting the success of the hybrid pricing strategy pursued in 2019 seeking to maximise the matching of costs and revenues in the same currency resulting in local customers being exposed to currency risk.

Russia

For the financial year ended 30 September Per cent. 2019 2018 change

£m Revenue 62.6 73.3 -15% Headline profit before tax 25.9 24.3 7%

The Group’s Russia segment generated revenue of £62.6 million in FY 2019, which was 15 per cent. lower than FY 2018 (FY 2018: £73.3 million) and headline profit before tax of £25.9 million in FY 2019, which was 7 per cent. higher than the previous year (FY 2018: £24.3 million). During FY 2019, the Group held 17 events in Russia (FY 2018: 89). The fall in revenue was due to the disposal of 56 of the Group’s Non-Core Events, regionally-focused, smaller events in Russia, which previously contributed revenues of £12 million, the closure of the Siberian regional events and the weakening of the Rouble which had a negative impact of £0.8 million on revenues and £0.3 million on headline profit before tax. Additionally, MIOGE, the Group’s oil and gas event in Russia, has continued to suffer from low exhibitor interest since becoming an annual event. These, coupled with the effects of the sanctions on international energy companies operating in Russia, have had a negative impact on revenues during FY 2019.

179 Like-for-like revenues increased by 12 per cent. and headline profit before tax by 14 per cent. Headline profit before tax was higher despite the disposal of the regional Non-Core Events in the year. This was due primarily to strong underlying growth but was helped by this being the stronger biennial year for ITE MF, the Russian joint venture, which increased to a pre-tax share of profits of £1.7 million (FY 2018: £0.8 million) and the closure of the Siberia business which was previously loss-making.

United Kingdom

For the financial year ended 30 September Per cent. 2019 2018 change

£m Revenue 48.7 25.5 91% Headline profit before tax 15.5 8.9 75%

The Group’s United Kingdom segment generated revenue of £48.7 million in FY 2019, which was 91 per cent. higher than the previous year (FY 2018: £25.5 million) and headline profit before tax of £15.5 million in FY 2019, which was 75 per cent. higher than the previous year (FY 2018: £8.9 million). The increase is due to the additional revenues generated by the events portfolio acquired in July 2018 as part of the Ascential Events Acquisition, including Spring Fair, Autumn Fair, Pure and Glee, which was acquired in July 2018, although this was partially offset by the effects of the current uncertainty in the United Kingdom surrounding Brexit and challenges facing the United Kingdom high-street with retailers suffering declining demand due to the popularity of online shopping. On a like-for-like basis, revenues declined by 9 per cent., primarily due to the continued decline in the legacy fashion portfolio, which includes Moda, Scoop and Jacket Required, as a result of the ongoing challenges facing the United Kingdom’s mid-market fashion industry.

7.3 FY 2018 as compared to FY 2017 Revenue Revenues grew by 15 per cent. to £175.7 million (FY 2017: £152.6 million) with the TAG Programme beginning to deliver returns in the period following its introduction in May 2017. The increase was driven by growth in the Group’s Top 10 TAG Events, which grew by 14 per cent. in revenue for FY 2018, contributing significantly to the overall growth. The Ascential Events Acquisition was completed in July 2018 which also contributed a £17.1 million increase in revenue in FY 2018. FY 2018 was a net positive biennial year for the Group, contributing to an increase in revenue of £2.8 million, and the timing of when events took place (i.e. being the biennial year for certain events) also contributed to a £3.0 million increase in revenue. The increase was partially offset by a weakening of local currencies in the regions in which the Group operates against the Pound Sterling, which had a significant impact on revenue in the year, reducing revenues by £11.8 million for FY 2018 had the foreign currency exchange rates in FY 2018 and FY 2017 remained the same in those financial years. Like-for-like revenue growth Like-for-like revenue growth was 11 per cent. in FY 2018 (FY 2017: 5 per cent.). For a discussion on how like-for-like revenue is calculated, see paragraph 5.1 of this Part VI (Operating and Financial Review).

Cost of sales Cost of sales increased by 15 per cent. to £107.6 million in FY 2018 (FY 2017: £93.3 million). The increase was due to the Ascential Events Acquisition which led to additional costs of £10.6 million being incurred during FY 2018. The Group also incurred higher levels of expenditure across the Group’s Core Events in relation to the TAG Programme in areas such as content, customer success, sales performance and lead generation, which contributed to an

180 additional £1.3 million of costs being incurred during FY 2018. This was partially offset by the weakening of local currencies in the regions in which the Group operates against Pound Sterling, which reduced the Group’s costs by £6.3 million for FY 2018, as compared to a reduction of £7.6 million in costs for FY 2017, had the foreign currency exchange rates in those financial years remained the same as the prior year.

Gross profit Gross profit increased year-on-year by 14 per cent. to £68 million in FY 2018 (FY 2017: £59.4 million). The events portfolio acquired in July 2018 as part of the Ascential Events Acquisition contributed gross profits of £7.1 million, while like-for-like revenue growth across the Group contributed to an increase in recurring event profits of £7.3 million in FY 2018. This was offset by the weakening of local currencies in the regions in which the Group operates against the Pound Sterling, which reduced the Group’s gross profits by £5.5 million for FY 2018, as compared to a reduction of £4.0 million in gross profit for FY 2017.

Other operating income Other operating income increased by 29 per cent. to £0.9 million in FY 2018 (FY 2017: £0.7 million). Other operating income in FY 2018 related to £0.1 million of rental income from sub-leasing unused office space (FY 2017: £0.3 million) and £0.6 million in management fees from joint ventures (FY 2017: £0.4 million).

Administrative expenses Administrative expenses increased by 13 per cent. to £78.7 million in FY 2018 (FY 2017: £69.6 million). The increase was due primarily to expenditure on acquisitions, including their integration once completed, and continued investment in the Group’sTAG Programme. Transaction costs of £8.0 million were incurred, primarily in relation to the completion of the Ascential Events Acquisition and a one-off integration cost of £2.8 million incurred post-completion of the acquisition during FY 2018. Recurring costs of £4.5 million, primarily related to the TAG Programme with a focus on the Group’s IT systems, increased by £3.1 million in the year from £1.4 million for FY 2017. For a discussion on how administrative expenses is calculated, see paragraph 4.4 of this Part VI (Operating and Financial Review).

Foreign exchange (loss)/gain on operating activities The Group recorded a foreign exchange gain on operating activities of £2.2 million in FY 2018 compared to a gain of £0.3 million for FY 2017. The increase was a result of the devaluation of the Rouble and Turkish Lira in 2018, particularly from July through to September which contributed to the gain recognised from the revaluation of foreign currency monetary assets and liabilities held in the Group’s subsidiary companies in Russia and Turkey.

Share results of associates and joint ventures Share of results of associates and joint ventures increased by 18 per cent. to £5.9 million (FY 2017: £5 million) primarily as a result of Sinostar, the Group’s 50 per cent. owned Chinese joint venture, which experienced improved performance in FY 2018 compared to the previous financial year.

Operating profit/(loss) Operating loss decreased by £2.6 million to £1.6 million for FY 2018 (FY 2017: £4.2 million). The decrease in operating loss reflects the increase in administrative expenses incurred from the completion and integration of the events portfolio acquired in July 2018 as part of the Ascential Events Acquisition and was partially offset by growth in revenue and gross profitof £23.1 million and £8.6 million, respectively.

181 Investment revenue Investment revenue decreased by 40 per cent. to £3.6 million in FY 2018 (FY 2017: £6.0 million) as a result of a decrease in the gain recognised on the revaluation of the Group’s equity option liabilities of £1.9 million, which was offset by a smaller gain on the revaluation of deferred consideration payable of £0.1 million in FY 2018 compared to £0.5 million in FY 2017.

Finance costs Finance costs increased by 14 per cent. to £5.7 million for FY 2018 (FY 2017: £5.0 million) as a result of a higher imputed interest charge on the Group’s discounted equity option liabilities, which was £1.8 million in FY 2018 compared to £1.2 million in FY 2017.

Profit/(loss) before tax Loss before tax increased to £3.7 million in FY 2018 (FY 2017: a loss of £3.2 million). The increased loss was a result of the decrease in investment revenue of £2.4 million (FY 2017: £6.0 million) and an increase in finance costs of £0.7 million (FY 2017: £5.0 million), offset by a decrease in operating losses of £2.6 million (FY 2017: £4.2 million). Headline Profit/(loss) before tax Headline profit before tax of £35.4 million in FY 2018, as adjusted from statutory profit before tax, increased by 12 per cent. (FY 2017: £31.6 million). For a discussion on the adjustment to statutory profit, see paragraph 5.3 of this Part VI (Operating and Financial Review).

Tax (charge)/credit Tax charge decreased by 9 per cent. to £3.0 million for FY 2018 (FY 2017: £3.3 million) as a result of the falling operating losses for the year.

Profit/(loss) Loss for the financial year increased by 5 per cent. to £6.7 million for FY 2018 (FY 2017: £6.4 million).

Earnings per share Basic and diluted earnings per share were higher than the previous year at (1.6)p (FY 2017: (1.9)p) due to the impact of the July 2018 rights issue, which increased the number of shares in issue.

Operating Segments Discussion The Group’s revenue and headline profit are presented by operating segments as follows: * Global Brands; * Asia; * Central Asia; * Eastern & Southern Europe; * Russia; and * United Kingdom.

182 Global Brands (previously “Brands”)

For the financial year ended 30 September Per cent. 2018 2017 change

£m Revenue 11.5 8.8 31% Headline profit before tax 2.1 2.7 -22%

The Group’s Global Brands generated revenues of £11.5 million, which was 31 per cent. higher than the previous year (FY 2017: £8.8 million). Headline profit before tax was £2.1 million, which was 22 per cent. lower than the previous financial year (FY 2017: £2.7 million). The decline in headline profit before tax is due to increased investment within both Breakbulk and Africa Oil Week as part of the TAG Programme to drive future growth and increased segmental costs, reflecting the first full year of Global Brands being managed as a separate segment. Africa Oil Week ran in October 2017 and exceeded expectations with revenues flat year-on- year, despite structural challenges due to the low oil price at the time. The Breakbulk portfolio saw an overall increase in revenue compared with the previous year as Breakbulk America did not run in the 2017 financial year, having run twice in the previous financial year due to event timing. However, on a like-for-like basis the portfolio grew by 24 per cent. in revenues.

Asia

For the financial year ended 30 September Per cent. 2018 2017 change

£m Revenue 25.7 23.8 8% Headline profit before tax 10.2 6.9 48%

The Group’s Asia segment generated revenue of £25.7 million, which was 8 per cent. higher than the previous year (FY 2017: £23.8 million), and headline profit before tax of £10.2 million, which was 48 per cent. higher than the previous year (FY 2017: £6.9 million). During the year, the Group ran 29 (2017: 35) events in Asia. Overall the group’s majority owned businesses in the region increased like-for-like revenue by 10 per cent, the growth being primarily attributed to the acquisition of the Gehua events portfolio, which took place under the Group’s ownership for the first time during FY 2018, the stronger biennial pattern for the Paperex event in India, and the launch of three new events in India which events contributed £1.1 million to the Group’s revenue in the year, offsetting the TradeLink disposal. The Group benefitted from another strong performance by its Sinostar joint venture, contributing £4.5 million to headline profit before tax in FY 2018, while there was no impact on the revenue of the Group, because revenue from joint ventures is not included in consolidated revenues, but its results are consolidated into headline profits before tax for the segment.

183 Central Asia

For the financial year ended 30 September Per cent. 2018 2017 change

£m Revenue 24.5 21.7 13% Headline profit before tax 7.2 6.5 11%

Revenue generated from the Central Asia segment of £24.5 million in FY 2018 was 13 per cent. higher than the previous year (FY 2017: £21.7 million), and headline profit before tax of £7.2 million in FY 2018 was 11 per cent. higher than the previous year (FY 2017: £6.5 million). The improved oil price and the Russian economic stabilisation during the period have had a positive impact on trading conditions within the region. Further, US Dollar pricing partially protected revenues from decreasing as a result of significant currency fluctuations, primarily the devaluation of the Uzbekistan Som during FY 2018. The largest event in Kazakhstan, KIOGE, took place in Almaty in October 2017 and again in September 2018, further increasing revenues in this segment for FY 2018, whereas it only ran once in during FY 2017. Like-for-like revenues in the Central Asia segment increased by 27 per cent. for FY 2018.

Eastern & Southern Europe

For the financial year ended 30 September Per cent. 2018 2017 change

£m Revenue 15.2 17.0 -11% Headline profit before tax 4.4 4.8 -8%

Revenue generated from the Eastern & Southern Europe segment of £15.2 million in FY 2018 was 11 per cent. lower than the previous year (FY 2017: £17 million), and headline profit before tax of £4.4 million in FY 2018 was 8 per cent. lower than the previous year (FY 2017: £4.8 million). The decrease was primarily a result of a decline in event revenue in Turkey, reflecting the weaker biennial pattern and the impact of cancelling the high volume, but low revenue yielding events held in FY 2017, which were flat on a like-for-like basis, and was partially offset by improved performance of the Group’s events in Ukraine in FY 2018. Overall this segment reported an 18 per cent. increase in revenue on a like-for-like basis.

Russia

For the financial year ended 30 September Per cent. 2018 2017 change

£m Revenue 73.3 71.4 3% Headline profit before tax 24.3 26.3 8%

184 Revenue generated from the Russia segment of £73.3 million in FY 2018 was 3 per cent. higher than the previous financial year (FY 2017: £71.4 million) and headline profit before tax of £24.3 million in FY 2018 was 8 per cent. lower than the previous financial year (FY 2017: £26.3 million), which was primarily a result of the weakening of the Rouble, which had a negative impact of £5.8 million on revenues and £2.4 million on headline profit before tax. Headline profit before tax was also impacted by FY 2018 being the weaker biennial year for ITE MF, the Russian joint venture, which reduced to a pre-tax share of profits of £0.8 million (FY 2017: £1.4 million). These factors were mitigated by TAG Programme benefits which generated like-for-like revenue growth of 8 per cent, and stabilisation of the trading environment, particularly in Moscow, in FY 2018.

United Kingdom

For the financial year ended 30 September Per cent. 2018 2017 change

£m Revenue 25.5 9.9 158% Headline profit before tax 8.9 2.7 230%

Revenue from the Group’s United Kingdom segment of £25.5 million in FY 2018 was 158 per cent. higher than the previous year (FY 2017: £9.9 million) and headline profit before tax of £8.9 million in FY 2018 was 230 per cent. higher than the previous year (FY 2017: £2.7 million), which was primarily a result of the events portfolio acquired in July 2018 as part of the Ascential Events Acquisition including Spring Fair, Autumn Fair, Pure, Glee and BVE. With the Ascential Events Acquisition having only been completed on 17 July 2018, only three of the newly acquired events ran in FY 2018 being Autumn Fair, Pure and Glee. On a combined basis these three events delivered revenues of £17.1 million for FY 2018. This increase was partially offset by a 13 per cent. decline in sales and a 10 per cent. decline in revenue in the Moda portfolio in FY 2018 compared to the prior financial year. This was due to the closure of the lingerie section of the Moda event during FY 2017 and the decline in the menswear section throughout FY 2018, reflecting the challenges facing non-market leading events in the United Kingdom mid-market fashion industry.

8. LIQUIDITY AND CAPITAL RESOURCES 8.1 Cash Flows The Group’s principal sources of liquidity are its cash flows from operating activities and its borrowings under existing credit facilities. The Group’s principal uses of funds in recent years have been to fund its capital expenditure, tax payments, dividends and acquisitions. The Group has been and intends to continue to finance its working capital and capital expenditure programmes and any future acquisitions with a combination of cash flows from operating activities and its borrowings under existing credit facilities.

185 The following table summarises the Group’s cash flows for FY 2019, FY 2018, and FY 2017 and the six months ended 31 March 2020 and 2019.

For six months ended For the financial year ended 31 March 30 September

2020 2019 2019 2018 2017

(unaudited) £m Net cash inflow from operating activities 22.9 10.1 28.8 18.7 35.5 Net cash outflow on investing activities (98.7) (25.5) (35.1) (292.1) (11.7) Net cash inflow/(outflow) from financing activities 132.1 (1.5) (10.3) 302.0 (14.9)

Net increase/(decrease) in cash and cash equivalents 56.3 (16.9) (16.6) 28.6 8.9

Period-to-Period Analysis of Cash Flows for the six months ended 31 March 2020 and 2019 Cash Flow from Operating Activities Cash flow from operating activities for the six months ended 31 March 2020 was an inflow of £22.9 million (six months ended 31 March 2019: £10.1 million), reflecting the Group's strong cash collection in the period.

Cash Flow from Investing Activities Cash flow from investing activities for the six months ended 31 March 2020 was an outflow of £98.7 million (six months ended 31 March 2019: £25.5 million), due to the acquisition of Shoptalk and Groceryshop in December 2019 for which the cash paid net of cash acquired was £97.9 million.

Cash Flow from Financing Activities Cash flow from financing activities for the six months ended 31 March 2020 was an inflow of £132.1 million (six months ended 31 March 2019: outflow of £1.5 million) due to drawdowns of the Group’s debt facility of £148.8 million offset by repayments of £47.7 million.

Period-to-Period Analysis of Cash Flows for FY 2019, FY 2018 and FY 2017 Cash Flow from Operating Activities Cash flow from operating activities for FY 2019 was an inflow of £28.8 million (FY 2018: £18.7 million), reflecting the increased profitability of the Group following the acquisitions of the events portfolio acquired as part of the Ascential Events Acquisition and the Mining Indaba event. Cash flow from operating activities for FY 2018 was an inflow of £18.7 million (FY 2017: £35.5 million), reflecting the significant expenditure on the acquisition and integration of the events portfolio acquired in July 2018 as part of the Ascential Events Acquisition as well as continued expenditure connected to the Group’s TAG Programme.

Cash Flow from Investing Activities Cash flow from investing activities for FY 2019 was an outflow of £35.1 million (FY 2018: £292 million), which mainly consisted of consideration paid for the acquisition of the Mining Indaba event. Cash flow from investing activities for FY 2018 was an outflow of £292 million (FY 2017: £11.7 million), which mainly consisted of consideration paid for the Ascential Events Acquisition.

186 Cash Flow from Financing Activities Cash flow from financing activities for FY 2019 was an outflow of £10.3 million (FY 2018: inflow of £302.0 million), which mainly consisted of dividends paid to the Group’s shareholders and non-controlling interests and interest on the Group’s Facilities. Cash flow from financing activities for FY 2018 was an inflow of £302.0 million (FY 2017: outflow of £14.9 million), which mainly consisted of the proceeds of the July 2018 rights issue and the drawdown of the Group’s Facilities, both to fund the Ascential Events Acquisition and the acquisition of Mining Indaba.

9. INDEBTEDNESS

At At 30 September Transition Acquired Foreign 31 March 2019 to IFRS 16 leases Cash flow Interest exchange 2020

(unaudited) £m Cash and cash equivalents 33.0 ——56.3 0.6 89.9 Bank loan and overdrafts (144.7) ——(102.5) ——(247.2) Lease obligations — (17.0) (4.9) 1.9 (0.3) (0.1) (20.4)

Net debt (111.7) (17.0) (4.9) (44.3) (0.3) 0.5 (177.6) Lease obligations 20.4 Adjusted net debt (157.2)

————— Note: (1) The Group has adopted IFRS 16 from 1 October 2019 and as a result, lease obligations are included in the calculation of net debt as at 31 March 2020 but not as at 30 September 2019. The Group’s net debt as at 31 March 2020 has increased to £177.6 million, compared to £111.7 million as at 30 September 2019, £82.7 million as of 30 September 2018, and £49.7 million as at 30 September 2017. Net debt is defined as cash and cash equivalents after deducting bank loans and overdrafts and lease obligations. Adjusted net debt is net debt excluding lease liabilities. The Board of Directors considers net debt to be a reliable measure of the Group’s net indebtedness that provides an indicator of the overall balance sheet strength. It is also a single measure that can be used to assess the combined impact of Group’s cash position and its indebtedness. The Group entered into the Facilities on 17 December 2019 (which amended and restated the original multi-currency revolving facility agreement entered into on 22 November 2017) pursuant to which the Group has access to a £100 million senior term loan, £150 million multicurrency revolving credit facility and £50 million incremental facilities accordion option from a syndicate of five banks: HSBC UK Bank plc, HSBC Bank USA N.A., Barclays Bank PLC, Commerzbank AG, London Branch and Citibank N.A., London Branch. Certain members of the Group also entered into the BACS Facility Agreement with Barclays pursuant to which those Group companies have access to a £4 million unsecured loan facility to allow those Group companies to make payments by way of Bankers Automated Clearing Service (BACS). In response to the Outbreak, the parties to the Facilities have entered into the First Waiver Letter on 7 April 2020, pursuant to which the Company was granted a waiver by the lending banks of certain of its obligations in respect of the Facilities, including regarding certain financial covenants tests. The Group has recently also entered into the Second Waiver Letter with its lenders in respect of (among other things, subject to certain conditions, including the successful completion of the Rights Issue) waiving its (i) consolidated total net debt to adjusted EBITDA ratio covenant and (ii) consolidated EBITDA to consolidated net finance charges ratio covenant, in each case, until and including 31 March 2022 (subject to compliance with the liquidity covenant described in paragraph 8.2 of Part X (Additional Information) this document) and deferring the 30 November 2020 and 30 November 2021 term loan amortisation payments until the scheduled term loan termination date (which is currently 17 December 2023). The Second Waiver Letter will be effective following the successful completion of the Rights Issue, and the principal terms of the Waiver Letters are summarised in paragraph 8.2 of Part X (Additional Information) of this document.

187 In response to the Outbreak and in order to increase its pool of available cash, the Group increased its drawdowns under the Facilities to the maximum total limit of £250 million. As at the Reference Date, out of the total £250 million drawdown under the Facilities, £242.7 was denominated in pounds sterling and £7.3 million in Euro (€8 million). At 31 March 2020, the Group had £Nil million (31 March 2019: £16.3 million) of undrawn committed facilities. All borrowings are arranged at floating interest rates, thus exposing the Group to interest rate risk. The Group uses interest rate swaps arranged by the syndicate banks which arranged the Facilities to mitigate this risk, hedging £100.0 million of the debt (31 March 2020: £50 million; 30 September 2019: £50 million), reducing the exposure to fluctuations in interest rates. All borrowings are secured by a guarantee between a number of Group companies. For a description of the Group’s financial liabilities, see paragraph 8.2 (Facilities Agreement) in Part X (Additional Information) of this document.

10. CONTRACTUAL COMMITMENTS AND OFF BALANCE SHEET ARRANGEMENTS 10.1 Contractual Commitments The following table summarises the Group’s contractual obligations, commercial commitments and principal payments scheduled as at 31 March 2020, excluding future interest payments.

Less than More than Total 1 Year 2-5 years 5 years

Contractual Payments due by period £m Bank loan and overdrafts(1) 250.0 167.5 82.5 — Lease obligations 28.2 4.0 16.3 7.9

Total(2) 278.2 171.5 98.8 7.9 ————— Notes: (1) This represents the principal portion of long-term borrowings of the Group, due in less than one year. These amounts also exclude future interest payments associated with these borrowings. In addition, certain of these borrowing agreements include restrictive covenants that require the Group to, amongst other things, maintain certain financial ratios. Any violation of such covenants would potentially result in a change to the timing of these payments. (2) Certain of these obligations are denominated in currencies other than pounds sterling, and have been translated from foreign currencies into pounds sterling based on the rate in effect at 31 March 2020. As a result, the actual payments will vary based on any change in exchange rates. In addition, the Group has deferred and contingent consideration payments for its share and asset acquisitions, which are based on future business valuations and profit multiples and have been estimated on an acquisition-by-acquisition basis using available data forecasts. Contingent consideration is paid out between one to three years. For the six months ended 31 March 2020, the Group had made contingent consideration payments totalling £nil million. 10.2 Off Balance Sheet Arrangements The Group does not engage in any off-balance sheet arrangements.

11. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK In the course of its business, the Group is exposed to a number of financial risks: market risk (including foreign currency and interest rate), credit risk, liquidity risk and capital risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance. 11.1 Market Risk Market risk is the risk that changes in foreign exchange rates and interest rates will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return on risk. The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. The Group enters into derivative financial instruments to manage its exposure to both. Market risk exposures are measured using sensitivity analysis.

188 11.1.1. Foreign Exchange Risk The Group undertakes certain transactions denominated in foreign currencies and therefore exposures to exchange rate fluctuations arise. Exchange rate exposures are managed within approved policy parameters utilising foreign currency forward contracts. At 30 September 2019, there were no foreign currency forward contracts. 11.1.2. Interest Rate Risk As the Group has no significant interest-bearing assets, other than cash, the Group’s income and operating cash flows are substantially independent of changes in market interest rates. The Group is exposed to interest rate risk through its borrowings at floating interest rates. This risk is managed by the Group by maintaining a level of floating interest rate borrowings believed to be appropriate by the Board of Directors and through the use of interest rate swap contracts. Hedging activities are evaluated regularly to align with interest rate views and defined risk appetite, seeking to ensure the most cost-effective hedging strategies are applied. 11.2 Credit Risk Credit risk arises because a counterparty may fail to perform its contractual obligations. The Group’s principal financial assets are cash and cash equivalents, trade and other receivables, venue advances and derivative financial instruments. The Group’s credit risk is primarily attributable to its trade and other receivables. The Group has adopted a policy of only dealing with creditworthy counterparties as a means of mitigating the risk of financial loss from defaults. The Group’s objective is to ensure all customers have paid before any service is provided to them. The concentration of credit risk is limited due to the Group’s customer base being large and unrelated. The credit risk on liquid funds arises due to where the liquid funds are held. The territories in which the Group operates do not always have banks with high credit ratings assigned by international credit rating agencies such as Moody’s and Fitch. The Group aims to minimise the exposure to credit risk by minimising the level of cash held in such banks. The Group’s exposure and credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread amongst approved financial institutions. Management review debtors based on when an event has been held. The Group invoices on receipt of signed contracts, with payments typically due in stages in the lead up to events. Any overdue amounts, after the stage of payment due date, are reviewed and chased. Trade receivables consist of a large number of customers spread across diverse industries and geographical areas and the Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the Group’s customer base, including default risk of the industry and country, in which the customers operate, has less of an influence on credit risk. 11.3 Liquidity Risk Liquidity risk is the risk that the Group will not be able to meet its obligations as they fall due. Such risk may result from inadequate market depth or disruption or refinancing problems. Ultimate responsibility for liquidity risk management rests with the Board of Directors. They have built a liquidity risk management framework for the management of the Group’s short, medium and long-term funding and liquidity management requirements. The Group manages liquidity risk by seeking to ensure continuity of funding for operational needs through cash deposits and debt facilities. The Group does not use any supplier financing arrangements.

11.4 Capital Risk The Group manages its capital to seek to ensure that entities in the Group will be able to continue as going concerns while maximising the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the Group consists of cash and cash equivalents and bank loans which are disclosed in Note 19 and Note 20 to the Annual Report and Accounts for FY 2019 and equity attributable to equity holders of the parent company, comprising issued capital, reserves and retained earnings as disclosed in Note 26 and in the Consolidated Statement of Changes in Equity for FY 2019.

189 12. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY In the process of applying the Group’s accounting policies, a number of judgements and estimates have been made by management. Those that have the most significant effect on the amounts recognised in the financial statements or have the most risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Critical accounting judgements Adjusting items The classification of adjusting items requires significant management judgement after considering the nature and intentions of a transaction. The Group’sdefinitions of adjusting items are set out in paragraph in paragraph 5.3 of this Part VI (Operating and Financial Review).

Key sources of estimation uncertainty Impairment of goodwill and intangible assets There are a number of estimates management considers when determining value in use, most significantly the growth rates applied to future cash flows and the discount rates used to derive the present value of those cash flows. Growth rates reflect management’s view of the long-term forecast rates of growth, using third party sources such as the International Monetary Fund where appropriate. Discount rates are selected to reflect the risk adjusted cost of capital for the respective territories in which the Group operates. The most significant area of estimation uncertainty relates to forecast cash flows at each CGU. Forecast cash flows are based on Board approved budgets and plans. A significant change in the assumptions used in determining the value in use of certain CGUs, could potentially result in an impairment charge being recognised in relation to these CGUs.

Equity option liabilities The valuation of equity option liabilities held over own equity requires management to estimate the fair value of the liabilities to be settled in future years to acquire non-controlling interests in subsidiary companies. The liabilities are to be settled based on a multiple of future years’ EBITDA. The EBITDA estimates are based on the latest budgeted information grown in line with projected GDP growth rates for the countries in which the subsidiaries operate. The valuation of the equity option liabilities is highly sensitive to changes to forecast results, given that the equity options are based on multiples of 7.5x-12.5x EBITDA. For example, a £0.1 million movement in EBITDA in the relevant period could therefore result in up to a £1.25 million movement in the equity option liability valuation.

190 PART VII

HISTORICAL FINANCIAL INFORMATION

1. Historical Financial Information The following documents have been filed with the FCA and are available for inspection in accordance with paragraph 15 of Part X (Additional Information): * Hyve’s unaudited interim results for the six months ended 31 March 2020 (the “Interim Results for 2020”); * Hyve’s annual report and accounts for FY 2019 (the “Annual Report and Accounts for 2018/19”); * Hyve’s annual report and accounts for FY 2018; and * Hyve’s annual report and accounts for FY 2017.

2. Information incorporated by reference The table below sets out the various sections of the documents referred to above which are incorporated by reference into, and form part of, this document so as to provide certain information required pursuant to the Prospectus Regulation Rules, and only the parts of the documents identified below are incorporated into, and form part of, this document. Any parts of the following documents which are not incorporated by reference into this document are either not relevant for the investor or covered elsewhere in this document. To the extent that any part of the information referred to below itself contains information which is incorporated by reference, such information shall not form part of this document.

2.1 Interim results for the six months ended 31 March 2020 The page numbers below refer to the relevant pages of the Interim Results for 2020:

Page numbers in Information incorporated by reference such document

Condensed consolidated income statement page 17 Condensed consolidated statement of comprehensive income page 18 Consolidated statement of changes in equity pages 19-21 Condensed consolidated statement of financial position pages 22-23 Condensed consolidated cash flow statement page 24 Notes to the condensed consolidated financial statements pages 25-46 Independent review report page 47

2.2 Financial statements for FY 2019, together with the independent audit report thereon The page numbers below refer to the relevant pages of the Annual Report and Accounts for 2018/19:

Page numbers in Information incorporated by reference such document

Audited information within the remuneration report pages 85 and 87 Independent auditor’s report pages 95-103 Consolidated income statement page 104 Consolidated statement of comprehensive income page 105 Consolidated statement of changes in equity page 106 Consolidated balance sheet page 107 Consolidated cash flow statement page 108 Notes to the consolidated financial statements pages 109-154

191 2.3 Financial statements for FY 2018, together with the independent audit report thereon The page numbers below refer to the relevant pages of the Annual Report and Accounts for 2017/18:

Page numbers in Information incorporated by reference such document

Audited information within the remuneration report information pages 77 and 79 Independent auditor’s report pages 87-95 Consolidated income statement page 96 Consolidated statement of comprehensive income page 97 Consolidated statement of changes in equity pages 98-99 Consolidated balance sheet page 100 Consolidated cash flow statement page 101 Notes to the consolidated financial statements pages 102-146

2.4 Financial statements for FY 2017, together with the independent audit report thereon The page numbers below refer to the relevant pages of the Annual Report and Accounts for 2016/17:

Page numbers in Information incorporated by reference such document

Audited information within the remuneration report pages 64 and 67 Independent auditor’s report pages 74-81 Consolidated income statement page 82 Consolidated statement of comprehensive income page 83 Consolidated balance sheet page 86 Consolidated statement of changes in equity pages 84-85 Consolidated cash flow statement page 87 Notes to the consolidated financial statements pages 89-131

192 PART VIII

UNAUDITED PRO FORMA FINANCIAL INFORMATION SECTION A

The following unaudited pro forma statement of net assets of the Group (the “pro forma financial information”) has been prepared to illustrate the effect on the consolidated net assets of the Group as if the Rights Issue had taken place on 31 March 2020. The pro forma financial information has been prepared for illustrative purposes only and illustrates the impact of the Rights Issue as if it had been undertaken at an earlier date. As a result, the hypothetical financial position or results included in the pro forma financial information may differ from the Group’s actual financial position or results. The pro forma financial information is based on the consolidated net assets of the Group as at 31 March 2020, set out in the unaudited consolidated interim financial statements of the Group for the period ended 31 March 2020, on which a review report has been published. The pro forma financial information has been prepared in a manner consistent with the accounting policies adopted by the Company in preparing such information, in accordance with Annex 20 of the Prospectus Regulation and on the basis set out in the notes below. The pro forma financial information does not constitute financial statements within the meaning of Section 434 of the Companies Act 2006. Shareholders should read the whole of this document and not rely solely on the summarised financial information contained in this Part VIII (Unaudited Pro Forma Financial Information) of this document. BDO LLP’s report on the pro forma financial information is set out in Section B of this Part VIII (Unaudited Pro Forma Financial Information) of this document.

193 Unaudited pro forma statement of net assets

The Group as at Net Pro forma 31 March proceeds of net assets 2020(1) Rights Issue(2) of the Group £m £m £m

Assets Non-current assets Goodwill 147.6 — 147.6 Other intangible assets 280.9 — 280.9 Property, plant and equipment 20.4 — 20.4 Interests in associates and joint ventures 45.9 — 45.9 Investments 1.0 — 1.0 Deferred tax asset 4.4 — 4.4

500.4 — 500.4

Current assets Trade and other receivables 59.6 — 59.6 Tax prepayment 3.4 — 3.4 Cash and cash equivalents 89.9 116.8 206.7

153.0 116.8 269.8

Total assets 653.4 116.8 770.2

Liabilities Non-current liabilities Bank loans (229.7) — (229.7) Provisions (1.5) — (1.5) Deferred income (0.3) — (0.3) Lease liabilities (16.4) — (16.4) Deferred tax liabilities (33.2) — (33.2) Derivative financial instruments (0.4) — (0.4)

(281.6) — (281.6)

Current liabilities Bank loans (17.5) — (17.5) Trade and other payables (43.2) — (43.2) Deferred income (103.1) — (103.1) Current tax liabilities (0.7) — (0.7) Derivative financial instruments (8.5) — (8.5) Provisions (0.3) — (0.3)

(173.2) — (173.2)

Total liabilities (454.8) — (454.8)

Net assets 198.6 116.8 315.4

Adjusted net debt(3) (157.2) 116.8 (40.4)

194 ————— Notes: (1) The net assets of the Group at 31 March 2020 have been extracted without adjustment from the unaudited consolidated interim financial statements of the Group for the period ended 31 March 2020 which are incorporated by reference in this document. (2) The Rights Issue is expected to raise net proceeds of approximately £116.8 million (approximately £126.6 million gross proceeds less estimated expenses of £9.8 million). (3) Pro forma adjusted net debt has been calculated as follows:

The Group as at Net 31 March proceeds of 2020 Rights Issue Pro forma £m £m £m

Cash and cash equivalents 89.9 116.8 206.7 Bank loans (247.2) — (247.2) Lease obligations (20.4) — (20.4)

Net debt (177.6) 116.8 (60.8) Lease obligations 20.4 — 20.4

Adjusted net debt (157.2) 116.8 (40.4)

(4) No account has been taken of the financial performance of the Group since 31 March 2020 nor of any other event save as disclosed above.

195 SECTION B REPORT ON PRO FORMA FINANCIAL INFORMATION

BDO LLP 55 Baker Street London W1U 7EU

The Directors 7 May 2020 Hyve Group plc 2 Kingdom Street London W2 6JG Numis Securities Limited The London Stock Exchange Building 10 Paternoster Square London EC4M 7LT

Dear Sir or Madam

Hyve Group plc (the “Company”) Pro forma financial information We report on the unaudited pro forma statement of net assets (the “Pro Forma Financial Information”) set out in section A of Part VIII of the prospectus dated 7 May 2020 (the “Prospectus”) which has been prepared on the basis described, for illustrative purposes only, to provide information about how the Rights Issue might have affected the financial information presented on the basis of the accounting policies adopted by the Company in preparing the financial statements for the period ended 31 March 2020. This report is required by section 3 of Annex 20 of Commission Delegated Regulation (EU) 2019/ 980 supplementing Regulation (EU) 2017/1129 of the European Parliament and of the Council (the “Prospectus Regulation”) and is given for the purpose of complying with that item and for no other purpose.

Responsibilities It is the responsibility of the directors of the Company (the “Directors”) to prepare the Pro Forma Financial Information in accordance with Annex 20 of the Prospectus Regulation. It is our responsibility to form an opinion, as required by section 3 of Annex 20 of the Prospectus Regulation as to the proper compilation of the Pro Forma Financial Information and to report that opinion to you. Save for any responsibility arising under Prospectus Regulation Rule 5.3.2R(2)(f) to any person as and to the extent there provided, to the fullest extent permitted by the law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with item 1.3 of Annex 3 of the Prospectus Regulation, consenting to its inclusion in the Prospectus. In providing this opinion we are not updating or refreshing any reports or opinions previously made by us on any financial information used in the compilation of the Pro Forma Financial Information, nor do we accept responsibility for such reports or opinions beyond that owed to those to whom those reports or opinions were addressed by us at the dates of their issue.

196 Basis of opinion We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. The work that we performed for the purpose of making this report, which involved no independent examination of any of the underlying financial information, consisted primarily of comparing the unadjusted financial information with the source documents, considering the evidence supporting the adjustments and discussing the Pro Forma Financial Information with the Directors. We planned and performed our work so as to obtain the information and explanations which we considered necessary in order to provide us with reasonable assurance that the Pro Forma Financial Information has been properly compiled on the basis stated and that such basis is consistent with the accounting policies of the Company. Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in the United States of America or other jurisdictions outside the United Kingdom and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices.

Opinion In our opinion: (a) the Pro Forma Financial Information has been properly compiled on the basis stated; and (b) such basis is consistent with the accounting policies of the Company.

Declaration For the purposes of Prospectus Regulation Rule 5.3.2R(2)(f) we are responsible for this report as part of the Prospectus and declare that, to the best of our knowledge, the information contained in this report is in accordance with the facts and makes no omission likely to affect its import. This declaration is included in the Prospectus in compliance with item 1.2 of Annex 3 of the Prospectus Regulation.

Yours faithfully BDO LLP Chartered Accountants BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127)

197 PART IX

TAXATION

1. UK TAXATION The following statements do not constitute legal or tax advice and are intended to apply only as a general guide relevant to prospective investors in shares, as to the position under current UK tax law and what is understood to be the current published practice of HMRC (which may not be binding) as at the date of this document, either of which is subject to change at any time (possibly with retroactive effect). They are not intended to be an exhaustive analysis of all potential UK tax consequences of acquiring, holding or disposing of New Ordinary Shares, Nil Paid Rights or Fully Paid Rights and in particular do not include a consideration of the potential UK inheritance tax consequences of holding New Ordinary Shares, Nil Paid Rights or Fully Paid Rights. Except where otherwise expressly stated, they apply only to Qualifying Shareholders who are resident and (in the case of individuals) domiciled for tax purposes in (and only in) the UK to whom split-year treatment does not apply and who hold their Ordinary Shares as an investment (other than in an individual savings account or pension arrangement) and who are the absolute beneficial owners of their New Ordinary Shares and any dividends paid on them. They may not apply to certain Qualifying Shareholders, such as traders, brokers, banks, financial institutions, investment companies, dealers in securities, insurance companies, collective investment schemes, Qualifying Shareholders who are exempt from tax, persons connected with the Company or the Group, persons holding Shares as part of hedging or conversion transactions, Shareholders who are not domiciled or not resident in the UK, trusts and those who hold 5 per cent. or more of the Shares, and Qualifying Shareholders who have (or are deemed to have) acquired their Ordinary Shares by virtue of an office or employment. Such persons may be subject to special rules. Nor do the following statements consider the tax position of any person holding investments in any HMRC- approved arrangements or schemes, including the enterprise investment scheme, venture capital scheme or business expansion scheme, able to claim any inheritance tax relief or any non-UK resident Shareholder holding Shares in connection with a trade, profession or vocation carried on in the UK (whether through a branch or agency or, in the case of a corporate Shareholder, a permanent establishment or otherwise).

Any person who is in any doubt as to his or her tax position or who may be subject to tax in any jurisdiction other than the United Kingdom is strongly advised to consult an appropriate professional tax adviser without delay.

2. TAXATION OF CHARGEABLE GAINS 2.1 Rights Issue (i) New Ordinary Shares acquired pursuant to the Rights Issue As a matter of UK law, the issue of New Ordinary Shares by the Company to Qualifying Shareholders who take up their rights under the Rights Issue should constitute a reorganisation of the share capital of the Company for the purposes of UK taxation of chargeable gains. On that basis, a Qualifying Shareholder should not be treated as making a disposal of any part of its, his or her existing holding by reason of taking up all or part of its, his or her entitlement to acquire New Ordinary Shares under the Rights Issue. No liability to UK taxation on chargeable gains should arise in respect of the issue of New Ordinary Shares if a Qualifying Shareholder takes up its, his or her full entitlement to New Ordinary Shares. For the purposes of UK taxation of chargeable gains, if a Qualifying Shareholder takes up all or any of its, his or her rights to the New Ordinary Shares, its, his or her existing holding and its, his or her New Ordinary Shares should be treated as the same asset, acquired at the time he, she or it acquired its, his or her existing holding. The amount of subscription money paid for the New Ordinary Shares will be added to the base cost of its, his or her existing holding when computing any gain or loss on any subsequent disposal.

198 2.2 Disposal or lapse of rights to acquire New Ordinary Shares If a Shareholder: * sells or otherwise disposes of all or some of its, his or her rights to subscribe for New Ordinary Shares; or * allows or is deemed to allow all or any part of its, his or her rights to subscribe for New Ordinary Shares to lapse and receives a payment in respect of them, the proceeds will be treated as a capital distribution to that Qualifying Shareholder by the Company, he, she or it shall be treated as if he, she or it had disposed of a part of its, his or her existing holding and he, she or it may, depending on its, his or her circumstances, incur a liability to taxation on any chargeable gains. However, if the proceeds resulting from a lapse or disposal of rights to subscribe for New Ordinary Shares are “small” as compared with the market value (on the date of lapse or disposal) of that Qualifying Shareholder’s existing holding, such a Qualifying Shareholder should not generally be treated as making a disposal for the purposes of the taxation of chargeable gains. The proceeds will instead reduce the base cost of that Qualifying Shareholder’s existing holding used to compute any chargeable gain or allowable loss on a subsequent disposal. This treatment will not apply where such proceeds are greater than the base cost of that Qualifying Shareholder’s existing holding. The current practice of HMRC is to treat proceeds as “small” where either (i) the proceeds of the disposal or lapse of rights do not exceed 5 per cent. of the market value (at the date of the disposal or lapse) of the existing holding in respect of which the rights arose or (ii) the amount of the proceeds is £3,000 or less, regardless of whether the 5 per cent. test is satisfied. Whether proceeds are small needs to be considered on a case-by-case basis having regard to the circumstances of each case. 2.3 Subsequent disposals of New Ordinary Shares (i) Individual Qualifying Shareholders A disposal of New Ordinary Shares (including a disposal on a winding-up of the Company) may, depending on the circumstances and subject to any available exemption or relief, give rise to a chargeable gain (or an allowable loss) for the purposes of UK capital gains tax. The current headline rates of capital gains tax for the 2020/21 tax year are 10 per cent. and 20 per cent. for individuals for gains other than those made which relate to disposals of residential property and/or carried interest receipts relating to investment management services provided. Certain reliefs or allowances may be available depending on the individual circumstances of the Shareholder, including the availability of an annual exempt amount which allows an individual to make a certain amount of gain each year before such gain become subject to tax in the UK. For 2020/21 this annual exempt amount is £12,300. For trustees and personal representatives of deceased persons, capital gains tax on gains in excess of the current annual exempt amount will be charged at a flat rate of 20 per cent. For 2020/21 this annual exempt amount is £6,150. Shareholders who are individuals and who are temporarily non-resident in the UK may, under anti-avoidance legislation, still be liable to UK tax on any capital gain realised (subject to any available exemption or relief). For these purposes, the same thresholds apply for Scottish taxpayer Shareholders as in respect of other Shareholders resident in the UK. Scottish taxpayer Shareholders may wish to consult their own professional advisers if they are in any doubt as to their tax position in respect of disposals.

(ii) Individual non-resident Qualifying Shareholders Individuals who are temporarily non-resident may, in certain circumstances, be subject to tax in respect of gains realised while they are not resident in the UK. Temporary non residence for these purposes refers to the situation in which the individual Shareholder ceases to be tax resident in the UK (or is treated as having ceased to be tax resident in the UK for the purposes of the double tax treaty) for a period of five tax years or fewer (or, for departures before 6 April 2013, ceases to be resident or ordinarily resident in the UK, or becomes treaty non-resident for a period of fewer than five tax years), and who disposes of his or her New

199 Ordinary Shares during that period of temporary non residence. Such an individual may be liable to capital gains tax on a chargeable gain accruing on the disposal on his return to the UK under certain anti-avoidance rules. Subject to the paragraph above, a Shareholder who is not resident in the UK for tax purposes and who realises a gain will not normally be liable to UK taxation on chargeable gains. However, such a Shareholder who is an individual may be liable to UK tax on chargeable gains if, at the relevant time that Shareholder carries on a trade, profession or vocation in the UK through a branch or agency and the New Ordinary Shares, are, or have been, used, held or acquired for the purposes of such trade, profession or vocation or for the purposes of such branch or agency. Shareholders who are not UK resident for tax purposes may be subject to non UK tax on any gains under local law.

(iii) Corporate Qualifying Shareholders Corporate Qualifying Shareholders within the charge to UK corporation tax which realise a gain will, subject to the availability of any exemptions, reliefs and/or allowable losses, be subject to corporation tax (at a current rate of 19 per cent.).

(iv) Corporate non-resident Qualifying Shareholders A corporate Shareholder which is not resident in the UK for tax purposes and which realises a gain will not normally be liable to UK taxation on chargeable gains. However, a corporate Shareholder which is not UK resident but carries on a trade in the UK through a permanent establishment may be liable to UK tax on chargeable gains if it disposes of New Ordinary Shares which are, at or before the time the gain accrues, used in or for the purposes of that trade or for the purposes of the permanent establishment.

(v) Indexation In the case of individuals, trustees and personal representatives, indexation allowance is not available. Corporate Shareholders will be entitled to an indexation allowance in computing the amount of a chargeable gain accruing on a disposal of the New Ordinary Shares, which will provide relief for the effects of inflation by reference to movements in the UK retail price index up to December 2017 (but not from January 2018 onwards). For disposals on or after 1 January 2018, indexation allowance will be calculated only up to and including December 2017, irrespective of the date of disposal of New Ordinary Shares.

3. STAMP DUTY AND STAMP DUTY RESERVE TAX (“SDRT”) The comments below relating to stamp duty and SDRT apply whether or not a Qualifying Shareholder is resident in the UK, but it should be noted that certain categories of person, including market makers, brokers, dealers and other specified market intermediaries, are entitled to exemption from stamp duty and SDRT in respect of purchases of securities in specified circumstances. 3.1 Rights Issue No stamp duty or SDRT will be payable on the issue of New Ordinary Shares pursuant to the Rights Issue, other than as explained in the paragraphs below. No stamp duty or SDRT will generally be payable on the issue of Provisional Allotment Letters or the crediting of Nil Paid Rights to accounts in CREST. Where New Ordinary Shares represented by such documents or rights are registered in the name of the Shareholder entitled to such shares, or New Ordinary Shares are credited in uncertificated form to CREST accounts, no liability to stamp duty or SDRT will generally arise. A purchaser of rights to New Ordinary Shares represented by Provisional Allotment Letters (whether nil or fully paid) or of Nil Paid Rights or Fully Paid Rights held in CREST on or before the latest time for registration of renunciation will not generally be liable to pay stamp duty (as the Provisional Allotment Letters cannot be renounced more than six months after issue), but the purchaser will normally be liable to pay SDRT at the rate of 0.5 per cent. of the value or amount of the consideration given. If the purchaser is a company connected with the seller (or a nominee of such a company) SDRT may be chargeable on the higher of (i) the amount or value of the consideration and (ii) the market value of the rights acquired.

200 Where such a purchase is effected through a stockbroker or other financial intermediary, that person will normally account for the SDRT and should indicate that this has been done in any contract note issued to the purchaser. In other cases, the purchaser of the rights to the New Ordinary Shares represented by the Provisional Allotment Letter or Nil Paid Rights or Fully Paid Rights held in CREST is liable to pay the SDRT and must account for it to HMRC. In the case of transfers within CREST, any SDRT due should be collected through CREST in accordance with the CREST rules. No stamp duty or SDRT will be payable on the registration of Provisional Allotment Letters or Nil Paid Rights or Fully Paid Rights, whether by the original holders or their renounces.

3.2 Subsequent transfers of New Ordinary Shares Stamp duty at the rate of 0.5 per cent. (rounded up to the next multiple of £5) of the consideration given in cash, shares or the assumption or release of a liability is generally payable on an instrument transferring Shares. Any unconditional agreement (whether written or verbal) to transfer rights to New Ordinary Shares will normally give rise to a liability on the purchaser to SDRT, at the rate of 0.5 per cent. of the actual consideration paid. However, if an instrument of transfer (usually a stock transfer form) is subsequently produced it will generally be subject to stamp duty at the rate of 0.5 per cent. of the actual consideration paid (rounded up to the nearest £5 if necessary). The liability to pay stamp duty or SDRT is generally satisfied by the purchaser or transferee. An exemption from stamp duty is available where the amount or value of the consideration is £1,000 or less, and it is certificated on the instrument that the transaction effected by the instrument does not form part of a larger transaction or series of transactions for which the aggregate amount or value of the consideration exceeds £1,000. When stamp duty is duly paid on the instrument, or it is certified as exempt, the SDRT charge will be cancelled and any SDRT already paid will be refunded. In cases where Shares are transferred to a connected company (or its nominee), stamp duty or SDRT may be chargeable on the higher of (i) the amount or value of the consideration or (ii) the market value of the Shares. 3.3 Shares transferred through paperless means including CREST Paperless transfers of Shares, such as those occurring within CREST, are generally liable to SDRT, rather than stamp duty, at the rate of 0.5 per cent. of the amount or value of the consideration. CREST is obliged to collect SDRT on relevant transactions settled within the system. The charge is generally borne by the purchaser. Under the CREST system, no stamp duty or SDRT will arise on a transfer of Shares into the system unless such a transfer is made (or deemed to be made) for a consideration in money or money’s worth, in which case a liability to SDRT (usually at a rate of 0.5 per cent.) will arise. In cases where Shares are transferred to a connected company (or its nominee), SDRT and/or stamp duty (as appropriate) may be chargeable on the higher of (i) the amount or value of the consideration or (ii) the market value of the Shares. 3.4 Shares held through Clearance Systems or Depositary Receipt Arrangements Special rules apply where Shares are issued or transferred to, or to a nominee or agent for, either a person whose business is or includes issuing depositary receipts or a person providing a clearance service, under which SDRT or stamp duty may be charged at a rate of 1.5 per cent., with subsequent transfers within the clearance service or transfers of depositary receipts then being free from SDRT or stamp duty. However, following decisions of the Court of Justice of the European Union (CJEU) and the First-Tier Tribunal, HMRC accept that this charge is in breach of EU law so far as it applies to new issues of shares that are an integral part of raising new capital, although this view has not yet been reflected in a change in UK tax legislation. It was confirmed in the Autumn 2017 Budget that the Government intend to continue this approach following Brexit. HMRC’s published view is that the 1.5 per cent. SDRT or stamp duty charge continues to apply to other transfers of shares into a clearance service or depositary receipt arrangement, although this has been disputed. Further litigation indicates that certain transfers to clearance services in connection with listing, which are integral to raising new capital, are also not chargeable. In view of the continuing uncertainty, specific professional advice should be sought before incurring a 1.5 per cent. stamp duty or stamp duty reserve tax charge in any circumstances.

201 4. TAXATION OF DIVIDENDS Under current UK tax law, the Company will not be required to withhold tax at source from dividend payments it makes. Liability to tax on dividends will depend upon the individual circumstances of the Shareholder. A Shareholder resident outside the UK may be subject to non UK taxation on dividend income under local law. A Shareholder who is resident outside the UK for tax purposes should consult their own tax adviser concerning their tax position on dividends received from the Company.

4.1 Individual Qualifying Shareholders Different rates of tax apply to different bands of a UK tax resident individual Shareholder’s dividend income, which for these purposes includes UK and non UK source dividends and certain other distributions in respect of shares. For the tax year 2020/21, the first £2,000 of dividend income received by an individual Shareholder in a tax year (the “Nil Rate Amount”) is exempt from UK income tax, regardless of what tax rate would otherwise apply to that dividend income. If an individual Shareholder receives dividends in excess of the Nil Rate Amount in a tax year, the excess is taxed at the following dividend rates for the tax year 2020/21: 7.5 per cent. (for individuals not liable to tax at a rate above the basic rate), 32.5 per cent. (for individuals subject to the higher rate of income tax) and 38.1 per cent. (for individuals subject to the additional rate of income tax). For the purposes of individual tax on dividend income, the same thresholds apply for Scottish taxpayer Shareholders as in respect of other Shareholders resident in the UK. Scottish taxpayer Shareholders may wish to consult their own professional advisers if they are in any doubt as to their tax position in respect of dividends. Dividend income that is within the dividend Nil Rate Amount counts towards an individual’s basic or higher rate limits – and will therefore affect the level of savings allowance to which they are entitled, and the rate of tax that is due on any dividend income in excess of the Nil Rate Amount. In calculating into which tax band any dividend income over the Nil Rate Amount falls, savings and dividend income are treated as the highest part of an individual’s income. Where an individual has both savings and dividend income, the dividend income is treated as the top slice. 4.2 Corporate Qualifying Shareholders It is likely that most dividends paid on the New Ordinary Shares to UK resident corporate Shareholders would fall within one or more of the classes of dividend qualifying for exemption from corporation tax. However, it should be noted that the exemptions are not comprehensive and are also subject to anti avoidance rules. If a dividend paid on the Ordinary Shares to a UK resident corporate Shareholder does not fall within one of the exempt classes or such a Shareholder elects for an otherwise exempt dividend to be taxable, the Shareholder will be subject to corporation tax on the gross amount of the dividend at a current rate of 19 per cent. A corporate Shareholder that is not resident in the UK will not be subject to corporation tax on dividends received from the Company in the UK, unless such Shareholder carries on a trade in the UK through a permanent establishment and the shares are used by, for or held by or for, the permanent establishment. In these circumstances, the non UK resident corporate Shareholder may, depending on its individual circumstances and if the exemption discussed above is not available, be chargeable to corporation tax on dividends received from the Company. Shareholders within the charge to UK corporation tax are advised to consult their independent professional tax advisers to determine whether dividends received will be subject to UK corporation tax.

5. US TAXATION The following is a discussion as of the date of this document of certain US federal income tax consequences of the acquisition, ownership and disposition of the Nil Paid Rights, the Fully Paid Rights (collectively, the “Rights”) and the New Ordinary Shares into which the rights may be converted by US Holders or Non US Holders, each as defined below, that acquire the Rights

202 pursuant to this Rights Issue. This discussion is not a complete analysis or listing of all of the possible tax consequences of such transactions and does not address all tax considerations that might be relevant to particular beneficial owners of the Rights or New Ordinary Shares in light of their personal circumstances or to persons that are subject to special tax rules. Except where noted, this discussion deals only with holders who purchase the Company’s New Ordinary Shares in connection with the Rights Issue and who have held their Existing Ordinary Shares and will hold the Company’s New Ordinary Shares as capital assets for US federal income tax purposes (generally, property held for investment). This summary is not directed to a holder of Existing Ordinary Shares, the Rights or New Ordinary Shares that is subject to special treatment under the US federal income tax laws, including, without limitation: (a) a dealer or trader in securities; (b) a bank or other financial institution; (c) a regulated investment company; (d) a real estate investment trust; (e) an insurance company; (f) a tax-exempt entity (including an “individual retirement account”); (g) a person holding the Company’s New Ordinary Shares as part of a hedging transaction, wash sale, conversion transaction, a constructive sale or a straddle; (h) a person who owns 10 per cent. or more (directly, indirectly or through application of certain constructive ownership rules) of the voting stock or value of the Company; US expatriates and former long-term residents of the United States; or (i) a US Holder (as defined below) whose “functional currency” is not the US Dollar. As used herein, “US Holder” means a holder of the Company’s Existing Ordinary Shares, New Ordinary Shares or Rights that is for US federal income tax purposes a beneficial owner of Existing Ordinary Shares, New Ordinary Shares or Rights and is (i) an individual citizen or resident of the United States, (ii) a corporation (or other entity classified as a corporation), created or organised in or under the laws of the United States, any state therein or the District of Columbia; (iii) an estate the income of which is subject to US federal income taxation regardless of its source; or (iv) a trust if a court within the United States is able to exercise primary supervision over its administration and one or more United States persons have the authority to control all substantial decisions of the trust (or otherwise if the trust has a valid election in effect under current Treasury regulations to be treated as a United States person). A “Non US Holder” is a beneficial owner of the Company’s Existing Ordinary Shares, New Ordinary Shares or Rights that is an individual, corporation, estate or trust and is not a US Holder. If an entity or arrangement that is classified as a partnership for US federal income tax purposes holds the Company’s Existing Ordinary Shares, New Ordinary Shares or Rights, the US federal income tax treatment of a partner in such partnership will generally depend on the status of the partner and the activities of the partnership. A Partnership holding the Company’s Existing Ordinary Shares, New Ordinary Shares or Rights and partners in such partnership should consult their tax advisers as to the particular US federal income tax consequences of holding and disposing of the Company’s Existing Ordinary Shares, New Ordinary Shares or Rights. The discussion below is based upon the provisions of the US Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and final, temporary and proposed regulations (the “Internal Revenue Regulations”), rulings and judicial decisions thereunder as of the date of this document, and such authorities may be replaced, revoked or modified (possibly with retroactive effect) or subject to differing interpretations so as to result in US federal income tax consequences different from those discussed below. In addition, this discussion does not address the US federal estate, gift or alternative minimum tax consequences, or any state, local or non US tax consequences of the acquisition, ownership and disposition of the New Ordinary Shares or the Rights. US Holders should consult their tax advisers concerning the US federal, state, local and non US tax consequences of acquiring, owning and disposing of the New Ordinary Shares or the Rights based on their particular circumstances.

203 No advance rulings have been or will be sought from the US Internal Revenue Service (“IRS”) regarding any matter discussed herein. Counsel to the Company has not rendered any legal opinion regarding any US federal income tax consequences relating to the Rights Issue, the Company or an investment in the Company’s New Ordinary Shares. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax aspects set forth below. If you hold Existing Ordinary Shares or are considering the purchase, ownership or disposition of the Company’s New Ordinary Shares or Rights, you should consult your own tax advisers concerning the US federal income tax consequences of the Rights Issue to you in light of your particular situation as well as any consequences arising under the laws of any other taxing jurisdiction.

5.1 The Company The Company is a public limited company organised under the laws of England and Wales, and will be treated as a corporation for US federal income tax purposes. As such, for US federal income tax purposes, subject to the discussion in “—Passive foreign investment company—Qualified electing fund election” below, the income, gains, losses, deductions, and expenses of the Company will not be passed through to holders of the Company’s New Ordinary Shares, and all distributions by the Company to the US Holders generally will be treated as dividends, return of capital and/or gains, as described below. 5.2 Taxation of Nil Paid Rights (i) Distribution of Nil Paid Rights A US Holder who receives a Nil Paid Right pursuant to the Rights Issue could, in certain circumstances, be treated as having received a taxable distribution in an amount equal to the value, if any, of such Nil Paid Right. One such instance would be where as a result of the Rights Issue, a shareholder’s proportionate interest in the earnings and profits or assets of the Company is increased and any other shareholder receives a distribution (or deemed distribution) of cash or other property from the Company. The application of the foregoing rule to the Rights Issue is not clear in several respects. For example, there is a risk that a holder of Existing Ordinary Shares who, in connection with the Rights Issue, receives net proceeds from the sale by the Joint Underwriters of New Ordinary Shares could be treated as receiving cash from the Company rather than treated as having received the corresponding Nil Paid Rights and then selling the Nil Paid Rights. If some holders of Existing Ordinary Shares are treated as receiving cash from the Company, the receipt of Nil Paid Rights by others (to the extent it results in a proportionate increase in the assets or earnings and profits of the Company) could be treated as a taxable stock dividend. However, the Company believes that the better view is that the distribution of Nil Paid Rights should not be treated as a taxable stock dividend and, to the extent relevant to it, intends to report it as a non-taxable distribution. It is possible that the IRS will take a contrary view and require a US Holder to include in taxable income as a dividend the fair market value of the Nil Paid Right received by such US Holder. For further discussion of taxation of dividends, see “Taxation of New Ordinary Shares—Taxation of dividends.” US Holders are strongly urged to consult their own tax advisers regarding the risk of having a taxable distribution as a result of the receipt of a Nil Paid Right. The remainder of this discussion assumes that the receipt of the Nil Paid Rights will not be a taxable event for US federal income tax purposes. If, on the date Nil Paid Rights are distributed, the fair market value of the Nil Paid Rights allocable to a US Holder is less than 15 per cent. of the fair market value of the Existing Ordinary Shares with respect to which such Nil Paid Rights are distributed, the Nil Paid Rights will have a zero basis for US federal income tax purposes unless such US Holder affirmatively elects to allocate basis in proportion to the relative fair market value of such US Holder’s Existing Ordinary Shares and the Nil Paid Rights, determined on the date of distribution. This election must be made in the US federal income tax return of the US Holder for the taxable year in which the Nil Paid Rights are distributed. If, on the date Nil Paid Rights are distributed, the fair market value of the Nil Paid Rights attributable to a US Holder is 15 per cent. or greater than the fair market value of the Existing Ordinary Shares with respect to which the Nil Paid Rights are distributed, then the basis in such US Holder’s Existing Ordinary Shares must be allocated between such Existing Ordinary Shares and the Nil Paid Rights distributed in proportion to their fair market values determined on the date the Nil Paid Rights are

204 distributed. Basis is allocated under the foregoing rules with respect to Nil Paid Rights only if the Nil Paid Rights are exercised or sold (and not if the Nil Paid Rights expire in the absence of sale or exercise); otherwise there is no allocation of basis from the Existing Ordinary Shares to the Nil Paid Rights. (ii) Sale or other disposal of Nil Paid Rights Subject to the discussion in “Passive foreign investment company” below, a US Holder will recognise capital gain or loss on the sale or other disposition of Nil Paid Rights (including a sale of Nil Paid Rights by the Joint Underwriters on its behalf) in an amount equal to the difference between such US Holder’s tax basis in the Nil Paid Rights and the US Dollar value of the amount realised (as determined for US federal income tax purposes) from the sale or other disposition. Gain or loss recognised upon the sale or other disposition of Nil Paid Rights generally will be long-term capital gain or loss if the US Holder’s holding period exceeds one year. The holding period of such US Holder in the Nil Paid Rights should include its holding period in the Existing Ordinary Shares with respect to which the Nil Paid Rights were distributed. Any gain or loss generally will be treated as arising from US sources. For the US federal income taxation of an amount realised in non-US currency from a sale or other disposition, refer to the discussion in “Sale or other disposition of New Ordinary Shares—Currency gain or loss on disposition of New Ordinary Shares” below.

(iii) Exercise of Nil Paid Rights and receipt of Fully Paid Rights A US Holder who is permitted to receive Nil Paid Rights will not ordinarily recognise taxable income upon the receipt of Fully Paid Rights pursuant to the exercise of Nil Paid Rights. Such a US Holder will have a tax basis in the Fully Paid Rights equal to the sum of such US Holder’s tax basis in the Nil Paid Rights exercised to obtain the Fully Paid Rights and the US Dollar value of the Issue Price on the exercise date. Such a US Holder’s holding period in the Fully Paid Rights received generally will begin on the date the Nil Paid Rights are exercised. (iv) Expiration of Nil Paid Rights If a US Holder who is permitted to receive Nil Paid Rights allows Nil Paid Rights to expire without selling or exercising them, and such US Holder does not receive any proceeds from the sale of Nil Paid Rights by the Joint Underwriters, such US Holder should not recognise any loss upon the expiration of the Nil Paid Rights and any tax basis from Existing Ordinary Shares that was allocated to the Nil Paid Rights will be reallocated back to such Existing Ordinary Shares. 5.3 Taxation of Fully Paid Rights (i) Exercise of Fully Paid Rights A US Holder will not ordinarily recognise taxable income upon the receipt of New Ordinary Shares pursuant to the exercise of Fully Paid Rights. A US Holder will have a tax basis in the New Ordinary Shares equal to such US Holder’s tax basis in the Fully Paid Rights and a holding period starting on the date the Nil Paid Rights were exercised.

(ii) Sale or other disposition of Fully Paid Rights Subject to the discussion in “Passive foreign investment company” below, a US Holder will recognise capital gain or loss on the sale, exchange or other disposition of Fully Paid Rights in an amount equal to the difference between such US Holder’s adjusted tax basis in the Fully Paid Rights and the US Dollar value of the amount realised (as determined for US federal income tax purposes) from the sale, exchange or other disposition. Any gain or loss generally will be treated as arising from US sources. For the US federal income taxation of an amount realised in non-US currency from a sale, exchange or other disposition, refer to the discussion in “Sale or other disposition of New Ordinary Shares— Currency gain or loss on disposition of New Ordinary Shares” below. 5.4 Proceeds from sale by the Joint Underwriters The US federal income tax treatment of a US Holder that, in connection with the Rights Issue, receives the proceeds as a result of the sale by the Joint Underwriters of New Ordinary Shares at a premium over the Issue Price is not free from doubt. Generally, such a US Holder will be treated, for US federal income tax purposes, either as having sold the Nil Paid Rights (as described above) or as having exercised the Nil Paid Rights and sold the corresponding New Ordinary Shares. A US

205 Holder that is treated as having sold the Nil Paid Rights will recognise a capital gain or loss as described in “Taxation with respect to Rights— Taxation of Nil Paid Rights—Sale or other disposition of Nil Paid Rights” above. A US Holder that is treated as having sold the New Ordinary Shares will likely recognise a short-term capital gain or loss as described in “—Sale or other disposition of New Ordinary Shares” below, regardless of the holding period of the Nil Paid Rights. US Holders that receive amounts in respect of lapsed Nil Paid Rights or in lieu of receiving Nil Paid Rights should consult their own tax advisers regarding the US federal income tax treatment of such amounts.

5.5 Taxation of New Ordinary Shares Except as otherwise noted, any discussion below regarding the US federal income tax consequences to a holder with respect to the ownership and disposition of New Ordinary Shares is applicable both to holders that obtained such shares through the exercise of Nil Paid Rights or through the acquisition of New Ordinary Shares not taken up by holders of Existing Ordinary Shares. (i) Taxation of dividends Subject to the discussion in “Passive foreign investment company” below, distributions on the Company’s New Ordinary Shares, other than certain pro rata distributions of New Ordinary Shares to all shareholders, received by a US Holder on New Ordinary Shares will be taxable as dividends to the extent paid out of the Company’s current or accumulated earnings and profits as determined under US federal income tax principles measured at the end of the tax year in which such distribution is actually or constructively received. Distributions in excess of such earnings and profits will be applied against and will reduce the US Holder’s tax basis in its New Ordinary Shares and, to the extent in excess of such basis, will be treated as long-term capital gain if the US Holder held its New Ordinary Shares for more than one year, and as short-term capital gain if the US Holder held its New Ordinary Shares for one year or less. Since the Company does not maintain calculations of its earnings and profits for US federal income tax purposes, it is unlikely that US Holders will be able to establish that a distribution by the Company is in excess of its current and accumulated earnings and profits (as computed under US federal income tax principles). Therefore, a US Holder should expect that a distribution by the Company will generally be treated as taxable in its entirety as a dividend to US Holders for US federal income tax purposes even if that distribution would otherwise be treated as a non-taxable return of capital under the rules set forth above. Moreover, although an additional dividends received deduction was recently enacted that generally allows a deduction for the foreign source portion of dividends received by a US corporation from a non US corporation, this deduction is available only to corporate shareholders who own at least 10 per cent. of the vote or value of such non-US corporation. (ii) Currency gain or loss on dividends The US Dollar value of any distribution on the Company’s New Ordinary Shares made in pounds sterling should be calculated by reference to the exchange rate between the US Dollar and the pounds sterling in effect on the date of receipt of such distribution by the US Holder, regardless of whether the pounds sterling amount so received is in fact converted into US Dollars. If the pounds sterling amount so received is converted into US Dollars on the date of receipt, such US Holder generally should not recognise foreign currency gain or loss on such conversion. If it is not converted into US Dollars on the date of receipt, such US Holder will have a basis in such pounds sterling equal to the US Dollar value on the date of receipt. Any gain or loss on a subsequent conversion or other disposition of such pounds sterling generally will be treated as ordinary income or loss to such US Holder and generally will be income or loss from sources within the United States for US foreign tax credit purposes. (iii) Qualified dividends for individuals Distributions treated as dividends that are received by certain non-corporate US Holders (including individuals) from “qualified foreign corporations” generally qualify for preferential rates so long as certain holding period and other requirements are met. A non-US corporation (other than a corporation that was treated as a passive foreign investment company (as described in “—Passive foreign investment company” below) with respect to a US Holder in the year in which the dividends are paid, or in the year prior to the year in which the dividends are paid) generally will be considered to be a qualified foreign corporation if it is eligible for the benefits of a comprehensive income tax treaty with the United States. If the Company is a PFIC with respect to any taxable year,

206 it will not be considered a qualified foreign corporation with respect to dividends paid in such year or the following taxable year. 5.6 Sale or other disposition of New Ordinary Shares Subject to the discussion in “Passive foreign investment company” below, for US federal income tax purposes, a US Holder generally will recognise taxable gain or loss on any sale, exchange or other disposition of its New Ordinary Shares in an amount equal to the difference between the amount realised and such US Holder’s tax basis in the New Ordinary Shares. Such gain or loss will generally be capital gain or loss. Capital gains of non-corporate shareholders derived with respect to capital assets held for more than one year are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations under the Internal Revenue Code. Any gain or loss recognised on a disposition by a US Holder of its New Ordinary Shares generally will be treated as US source gain or loss. The tax basis and holding period of New Ordinary Shares obtained through the exercise of Nil Paid Rights will be as described in “Taxation of Fully Paid Rights—Exercise of Fully Paid Rights.” The tax basis of New Ordinary Shares purchased by a new holder in exchange for cash will be the amount paid by such holder for such shares and the holding period will start on the acquisition date of such shares.

Currency gain or loss on disposition of New Ordinary Shares In the case of a US Holder that receives non US currency from a sale, exchange or other disposition of the Company’s New Ordinary Shares, the amount realised will generally be equal to the US Dollar value of such non-US currency on the date of disposition of the New Ordinary Shares. However, if the New Ordinary Shares are treated as being “traded on an established securities market,” a cash basis or electing accrual basis taxpayer will determine the US Dollar value of the amount realised by translating such amount at the spot rate on the settlement date of the sale. If an accrual basis US Holder makes the election described above, it must be applied consistently from year to year and cannot be revoked without the consent of the IRS. A US Holder will have a tax basis in any non-US currency received in respect of the sale, exchange or other disposition of its New Ordinary Shares equal to its US Dollar value calculated at the exchange rate in effect on the date of such sale, exchange or other disposition (or in the case of a cash basis or electing accrual basis taxpayer the exchange rate in effect on the date of settlement, if the New Ordinary Shares are treated as being “traded on an established securities market”). Any gain or loss recognised upon a subsequent disposition of non-US currency will be treated as ordinary income or loss to such US Holder and generally will be income or loss from sources within the United States for US foreign tax credit purposes.

5.7 Controlled foreign corporation A non US corporation is considered a controlled foreign corporation (“CFC”) if more than 50 per cent. of (1) the total combined voting power of all classes of stock of such corporation entitled to vote, or (2) the total value of the stock of such corporation, is owned, or is considered as owned by applying certain constructive ownership rules, by United States shareholders who each own stock representing 10 per cent. or more of the vote or 10 per cent. or more of the value on any day during the taxable year of such non-US corporation (“10 per cent. US Shareholder”). Generally, 10 per cent. US Shareholders of a CFC are required to report annually and include currently in its US taxable income such 10 per cent. US Shareholder’s pro rata share of the CFC’s “Subpart F income”, “global intangible low-taxed income”, and investments in US property by CFCs, regardless of whether we make an actual distribution to such shareholders. “Subpart F income” includes, among other things, certain passive income (such as income from dividends, interests, royalties, rents and annuities or gain from the sale of property that produces such types of income) and certain sales and services income arising in connection with transactions between the CFC and a person related to the CFC. An individual that is a 10 per cent. US Shareholder with respect to a CFC generally would not be allowed certain tax deductions or foreign tax credits that would be allowed to a 10 per cent. US Shareholder that is a US corporation. Failure to comply with these reporting obligations may subject a 10 per cent. US Shareholder to significant monetary penalties and may prevent the statute of limitations with respect to such shareholder’s US federal income tax return for the year for which reporting was due from starting. We cannot provide any assurances that we will be able to assist US Holders in determining whether we or any of our subsidiaries are treated as a CFC or whether any US Holder is treated as a 10 per cent. US Shareholder with respect to any such CFC or furnish to any 10 per cent.

207 US Shareholders information that may be necessary to comply with the aforementioned reporting and tax payment obligations. A US Holder should consult its tax advisors regarding the potential application of these rules. 5.8 Passive foreign investment company In general, a non US corporation will be classified as a Passive Foreign Investment Company (“PFIC”) for any taxable year if at least (i) 75 per cent. of its gross income for that year is classified as “passive income” or (ii) 50 per cent. of the value of its assets (determined on the basis of a quarterly average for that year) produce or are held for the production of passive income. For these purposes, passive income generally includes, subject to certain exceptions, among other things, dividends, interest, rents, royalties and the excess of gains over losses from the disposition of assets that produce passive income. In making this determination, the non US corporation is treated as earning its proportionate share of any income and owning its proportionate share of any assets of any corporation in which it directly or indirectly holds 25 per cent. or more (by value) of the stock. The Company has not determined whether it was a PFIC for any prior taxable year. Such determination is made annually after the close of the relevant taxable year, is highly fact specific and will depend in particular on the composition of the Company’s income and assets, the market price of the Company’s New Ordinary Shares, and the actual amount and timing of the use of the proceeds from the Rights Issue. Because PFIC status is a fact-intensive determination, no assurance can be given that the Company is not, has not been, or will not become, classified as a PFIC. If the Company is a PFIC for any taxable year during which a US Holder holds the Company’sNew Ordinary Shares, any gain recognised by the US Holder on a sale or other disposition of the New Ordinary Shares, as well as the amount of any “excess distribution” (defined below) received by such holder, would be allocated rateably over the US Holder’s holding period for the New Ordinary Shares. The amounts allocated to the taxable year of the sale or other disposition (or the taxable year of receipt, in the case of an excess distribution) and to any year before the Company became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year also is taxed as ordinary income and the tax imposed will be the “deferred tax amount” (an amount calculated by multiplying the amount allocated to each prior year by the highest rate of tax in effect for individuals or corporations, as appropriate, for that taxable year, together with an interest charge). For purposes of these rules, an “excess distribution” is the amount by which any distribution received by a US Holder on its New Ordinary Shares in a taxable year exceeds 125 per cent. of the average of the annual distributions on the New Ordinary Shares received during the preceding three years or the US Holder’s holding period, whichever is shorter. Certain elections may be available that would result in alternative treatments (such as an election for mark-to-market treatment or to be treated as a qualified electing fund, each as discussed below) of the New Ordinary Shares. Under the PFIC rules, if the Company were considered a PFIC for any taxable year during which a US Holder holds the Company’s New Ordinary Shares (or in the case of a holder of Existing Ordinary Shares who was a holder in a year the Company was a PFIC and receives New Ordinary Shares upon the exercise of Rights), the Company would continue to be treated as a PFIC with respect to such US Holder’s investment for each subsequent taxable year unless (i) the Company ceases to be a PFIC and (ii) the US Holder has made a “deemed sale” election under the PFIC rules. If the Company is treated as a PFIC with respect to a US Holder for any taxable year, a US Holder will also be deemed to own a proportionate interest in any of the Company’s subsidiaries that are also PFICs, if any. Special rules apply with respect to the application of the PFIC rules with respect to indirect distributions from, or indirect dispositions of, such a subsidiary that is a PFIC. An election for mark-to-market treatment would likely not be available with respect to any such subsidiaries. If a US Holder owns the Company’s New Ordinary Shares during any year in which the Company is a PFIC, the US Holder generally must file an IRS Form 8621 with respect to the Company, with the US Holder’s US federal income tax return for that year. US Holders should consult their tax advisers regarding whether the Company is a PFIC and the potential application of the PFIC rules.

208 5.9 Mark-to-market election To mitigate the application of the PFIC rules discussed above, a US Holder may make an election to include gain or loss on the New Ordinary Shares as ordinary income or loss under a mark-to- market method, provided that the New Ordinary Shares are regularly traded on a qualified exchange. Application has been made for the New Ordinary Shares to be listed on main market for listed securities of the London Stock Exchange, which the Company expects to be a qualified exchange. However, no assurance can be given that the New Ordinary Shares will be “regularly traded” as defined by the Internal Revenue Code for purposes of the mark-to-market election. If a US Holder makes an effective mark-to-market election, the US Holder will include in each year as ordinary income the excess of the fair market value of its New Ordinary Shares at the end of the year over its adjusted tax basis in the New Ordinary Shares. The US Holder will be entitled to deduct as an ordinary loss each year the excess of its adjusted tax basis in the New Ordinary Shares over their fair market value at the end of the year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. On an annual basis, a US Holder’s adjusted tax basis in the New Ordinary Shares will be increased by the amount of any income inclusion and decreased by the amount of any deductions under the mark-to-market rules. In addition, gains from an actual sale or other disposition of New Ordinary Shares will be treated as ordinary income, and any losses will be treated as ordinary losses to the extent of any mark-to- market gains for prior years. If a US Holder makes a mark-to-market election, it will be effective for the taxable year for which the election is made and all subsequent taxable years unless the New Ordinary Shares are no longer regularly traded on a qualified exchange or the IRS consents to the revocation of the election.

Qualified electing fund election To mitigate the application of the PFIC rules discussed above, a US Holder may make an election to treat the Company as a qualified electing fund (“QEF”) for US federal income tax purposes. For each taxable year of a US Holder in which or with which the taxable year of the QEF ends, the US Holder is required to include in income a pro rata share of the ordinary earnings of the QEF as ordinary income and a pro rata share of the net capital gain of the QEF as long-term capital gain and pay US federal income tax thereon, regardless of whether the Company has distributed such earnings or gain, subject to a separate election to defer payment of taxes. Such deferral, if elected, is subject to an interest charge. If the Company later were to distribute the income or gain on which the US Holder has already paid US federal income taxes, amounts so distributed to the US Holder would not be further taxable to the US Holder. A US Holder’s tax basis in the Company’s New Ordinary Shares would be increased by the amount so included and decreased by the amount of non-taxable distributions. To make a QEF election, the Company must provide US Holders with information compiled according to US federal income tax principles. The Company currently does not intend to compile such information for US Holders, and therefore the Company expects that this election will be unavailable. 5.10 Non US Holders A Non US Holder generally should not be subject to US federal income or withholding tax on any distributions made on the Company’s New Ordinary Shares or gain from the sale, exchange or other disposition of the Company’s New Ordinary Shares unless: (i) that distribution and/or gain is effectively connected with the conduct of a trade or business in the United States by that Non US Holder; or (ii) in the case of any gain realised on the sale or exchange of New Ordinary Shares by an individual Non US Holder, that Non US Holder is present in the United States for 183 days or more in the taxable year of the sale, exchange or retirement and certain other conditions are met.

5.11 Medicare tax Certain U.S. Holders who are individuals, estates or trusts that meet certain income thresholds are required to pay an additional 3.8 per cent. tax on, among other things, dividends and capital gains from the sale or other disposition of New Ordinary Shares.

209 5.12 Information reporting and backup withholding (i) Investment in New Ordinary Shares Under the Internal Revenue Code and Internal Revenue Regulations, certain categories of US persons must file information returns with respect to their investment in the equity interests of a non US corporation. A US Holder that purchases the Company’s New Ordinary Shares for cash will be required to file IRS Form 926 if the transfer of cash to the Company, when aggregated with all transfers made by such person (or any related person) to the Company within the preceding 12- month period, exceeds $100,000. In the event a US Holder fails to file any such required form, the US Holder could be required to pay a penalty equal to 10 per cent. of the gross amount paid for such New Ordinary Shares up to a maximum penalty of $100,000, unless the failure to comply was due to intentional disregard.

(ii) Dividends and dispositions In general, information reporting will apply to dividends in respect of the Company’s New Ordinary Shares and the proceeds from the sale, exchange or other disposition of the Company’sNew Ordinary Shares that are paid within the United States (and in certain cases, outside the United States), unless a holder establishes that it is an exempt recipient (such as a corporation). Backup withholding (currently at a rate of 24 per cent.) may apply to such payments if a holder fails to provide a taxpayer identification number and a duly executed IRS Form W-9 or otherwise establishes an exemption. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a credit or a refund against the holder’s US federal income tax liability provided the required information is timely furnished to the IRS. (iii) Reportable transactions A US Holder participating in a “reportable transaction” within the meaning of the Internal Revenue Regulations is required to file IRS Form 8886 with their US federal income tax return, and submit a copy of IRS Form 8886 with the Office of Tax Shelter Analysis of the IRS. Reportable transactions subject to this disclosure requirement could include, among other things, the recognition of losses exceeding certain thresholds upon a disposition of New Ordinary Shares or the recognition of foreign currency exchange losses exceeding certain thresholds. A significant penalty is imposed on taxpayers who fail to make the required disclosure. US Holders are urged to consult their own tax advisers concerning the application of these reporting obligations to their specific situations and the penalty discussed above. (iv) Foreign financial asset reporting Certain U.S. Holders will be required to report information with respect to such U.S. Holders’ investment in “specified foreign financial assets” on IRS Form 8938, subject to certain exceptions. Persons who are required to report specified foreign financial assets and fail to do so may be subject to substantial penalties. The New Ordinary Shares are expected to constitute specified foreign financial assets. In addition, US Holders may be required to file an FBAR (“Report of Foreign Bank and Financial Account”) with the US Department of the Treasury with respect to a foreign financial account holding their investment in the Company. US Holders should consult their tax advisers regarding the potential application of these reporting requirements to their interest in the Company. The above summary is not intended to constitute a complete analysis of all US federal income tax consequences relating to the acquisition, holding and disposition of the New Ordinary Shares. Holders of Existing Ordinary Shares and prospective purchasers of the New Ordinary Shares should consult their own tax advisers concerning the tax consequences of the Rights Issue based on their particular situations

210 PART X

ADDITIONAL INFORMATION

1. PERSONS RESPONSIBLE The Company and each of the Directors accept responsibility for the information contained in this prospectus. To the best of the knowledge of the Company and the Directors, the information in this prospectus is in accordance with the facts and the prospectus makes no omission likely to affect its import.

2. COMPANY DETAILS The Company was incorporated and registered in England and Wales on 28 June 1985 as a company limited by shares with the name Multitrust Investment plc and company number 01927339. The Company changed its name to Multitrust plc on 14 November 1986, to Cementone plc on 10 January 1994, to ITE Group plc on 19 March 1998 and to Hyve Group plc on 20 September 2019. The principal legislation under which the Company operates is the Companies Act and the regulations made thereunder. The Company’s legal entity identifier number is 549300ZOQOW485BCD047. The Company is a public limited company domiciled in England and Wales with its registered office at 2 Kingdom Street, London, England, W2 6JG. The telephone number of the Company’s registered office is +44 (0)20 3545 9400.

3. SHARE CAPITAL On the Reference Date, the Company had 815,780,256 Existing Ordinary Shares in issue and held no shares in treasury.

3.1 New Ordinary Shares and Dilution Following the Share Consolidation, the Company is expected to have approximately 81,578,026 Consolidated Ordinary Shares in issue (subject to fractional entitlements). Up to 183,550,558 New Ordinary Shares will be issued in the Rights Issue. The New Ordinary Shares will represent approximately 225.0 per cent. of the Consolidated Ordinary Shares that will be in issue immediately following the Share Consolidation. Qualifying Shareholders who take up their pro rata entitlement in full will suffer no dilution to their interests in the Company (calculated on the basis of the Consolidated Ordinary Shares). Qualifying Shareholders who do not take up any of their rights to take up the New Ordinary Shares will suffer an immediate dilution of approximately 69.2 per cent. in their interests in the Company (calculated on the basis of the Consolidated Ordinary Shares). 3.2 Ordinary Shares held under option The Company operates the following Hyve Share Plans: a) the Discretionary Scheme, which is divided into two parts, Part A and Part B, and provides for the grant of HMRC approved options (under Part A, in respect of which HMRC approval has been obtained) and unapproved options (under Part B). Approval for Part A was obtained from HMRC. Save to the extent required in order to obtain and retain the tax qualifying status of Part A, the provisions of Parts A and B are identical in all material respects. Grants (at market value at the time of grant) under the Discretionary Scheme were available to employees of the Group at the discretion of the Remuneration Committee, although the ability to grant new awards under the scheme expired on 26 February 2019, being ten years from the date of adoption of the Discretionary Scheme; b) the DSBP, designed to reinforce individual performance and contribution to the achievement of sustainable profit growth and strategic objectives. Under the DSBP, one- third of any bonus payable is paid into shares and deferred for three years (with the balance of the bonus paid in cash). There is generally a maximum potential bonus opportunity of up to 150 per cent. of base salary (under the current remuneration policy,

211 Mark Shashoua’s annual bonus is limited to 150 per cent. of base salary, and Andrew Beach’s annual bonus is limited to 120 per cent. of salary). Deferred shares typically vest after three years and are normally subject to continued employment; c) the PSP, which provides share-based awards to employees of the Group linked to sustained improvements in long-term performance metrics. Under the PSP, awards of nominal cost (or nil cost) options may be granted annually as a percentage of base salary. In normal circumstances, the maximum award limit is capped at 150 per cent. of salary, rising to 200 per cent. in exceptional circumstances (for 2020 and 2021, Mark Shashoua will be subject to an annual award limit of 100 per cent. of salary, and Andrew Beach will be subject to an annual award limited of 80 per cent. of salary). Vesting is based on performance measured over a minimum of three years, and any shares which vest at the end of such performance period must be held for a further two years (other than in respect of shares sold to pay tax); and d) the KCP, pursuant to which contractors and other non-employees of the Group may be granted nominal cost (or nil cost) awards (broadly on the same commercial terms as the awards made pursuant to the PSP) at the discretion of the Remuneration Committee. In general, each individual’s participation is limited by an annual award cap equal to 150 per cent. (potentially rising up to 200 per cent. in exceptional circumstances) of the individuals base annual service fee. At the Reference Date, options over 22,303,504 Ordinary Shares were outstanding as follows:

Options Plan Outstanding

Discretionary Scheme 4,605,289 DSBP 941,784 KCP Nil PSP 16,756,431

Total: 22,303,504

It is intended that matters relevant to the impact of the Share Consolidation on the Hyve Share Plans will be addressed at a time following the completion of the Rights Issue.

3.3 ESOT The ESOT is a discretionary trust established by the Company to facilitate the operation of the Hyve Share Plans. Beneficiaries of the ESOT include employees and former employees of the Group. The trustee of the ESOT may grant options and awards to acquire Ordinary Shares to eligible employees under the Hyve Share Plans (having consulted with the Board or the Remuneration Committee (as appropriate)). The trustee may purchase Ordinary Shares in the open market and new Ordinary Shares may be issued by the Company to the trustees. Awards and options granted under the Hyve Share Plans may be satisfied using the Ordinary Shares transferred out of the ESOT to participants. The number of Ordinary Shares held by the trustee of the ESOT shall not exceed 5 per cent. of the total number of Ordinary Shares in issue from time to time save that for this purpose, any Ordinary Shares in respect of which a beneficial interest has been transferred to a Beneficiary shall be left out of account. As at the Reference Date, the ESOT held 2,500,483 Ordinary Shares.

3.4 Ordinary Shares held by or on behalf of the Company At the Reference Date, no Ordinary Shares were held by or on behalf of the Company or any other member of the Group.

212 4. DIRECTORS OF THE COMPANY The Directors of the Company and their principal functions in respect of the Company are:

Directors Position

Richard Last Non-Executive Chairman Mark Shashoua Chief Executive Officer Andrew Beach Chief Financial Officer Nicholas Backhouse Non-Executive Director Sharon Baylay Non-Executive Director Stephen Puckett Non-Executive Director

The business address of each of the Directors is 2 Kingdom Street, London W2 6JG.

4.1 Details of the Directors The name, business experience and principal activities outside the Group of each of the Directors, as well as the dates of his or her initial appointment as a Director, as applicable, are set out below, together with a list of any current and/or previous directorships or analogous roles held in the five years prior to the date of this document by each of the Directors.

Directors Richard Last – Non-Executive Chairman Richard Last joined the Company as Chairman and Non-Executive Director in February 2018. He is also the Chairman of Gamma Communications plc, which has a market capitalisation of over £1 billion, revenues of over £300 million and provides cloud, voice and data communications solutions to UK businesses. Richard is also Chairman of Tribal Group plc, an international technology solutions provider for the higher and further education sectors, and Arcontech Group plc, a small fintech company; both are listed on AIM. Richard, who is a fellow of the Institute of Chartered Accountants in England and Wales, is an experienced Chairman, with over 30 years of public company board experience. In addition to his directorship of the Company, Richard Last holds (or has, in the five year period immediately preceding the date of this document, held) the following directorships or has been a member of the following partnerships:

213 Status (Current/ Name of Company Previous)

Arcontech Group plc Current Class Measures Limited Current Corero Network Security plc Current Gamma Communications plc Current Hobbs Hole 2 Limited Current Hobbs Hole Limited Current International Graduate Insight Group Ltd Current Learn Solutions Limited Current Lynx Limited Current Tribal Education Limited Current Tribal Holdings Limited Current Tribal Group plc Current Waste Management Systems Limited Current APD Communications Limited Previous APD Mobile Data Limited Previous BPDL Limited Previous British Smaller Companies VCT2 plc Previous Cord Developments Limited Previous Lighthouse Group plc Previous Longfield Management Company Limited Previous Lynx Group Limited Previous Lynx Holdings Limited Previous NPS (UK11) Limited Previous NPS (UK12) Limited Previous Servelec Limited Previous

Mark Shashoua – Chief Executive Officer Mark Shashoua was appointed as Chief Executive Officer in September 2016. Mark was previously the CEO of i2i Events Group, the event arm of Ascential plc, where he spent five years leading the internationalisation and diversification of the business. Mark is a prominent figure in the international events industry and was one of the founding members of the company, then called ITE Group, in 1991, where he was a senior Director and Board member for eight years. In addition to his directorship of the Company and any directorships of Group companies, Mark Shashoua holds (or has, in the five year period immediately preceding the date of this document, held) the following directorships or has been a member of the following partnerships:

Status (Current/ Name of Company Previous)

The Association of Event Organisers Limited Previous

Andrew Beach – Chief Financial Officer Andrew Beach was appointed as Chief Financial Officer of the Group in October 2016. Andrew is experienced in corporate transformations, M&A and corporate fundraising. He was previously the Chief Financial and Operating Officer of Ebiquity plc, the AIM-listed marketing analytics specialists, where he spent nine years overseeing the rapid expansion of the business to 20 offices in 14 markets, employing over 900 people. Prior to joining Ebiquity, Andrew spent nine years at PwC as part of the Entertainment and Media assurance practice, where he qualified as a Chartered Accountant (ICAEW) in 2000.

214 In addition to his directorship of the Company and any directorships of Group companies, Andrew Beach holds (or has, in the five year period immediately preceding the date of this document, held) the following directorships or has been a member of the following partnerships:

Status Name of Company (Current/Previous)

Adtrack Limited Previous Ammo (Advance Media & Marketing Opportunities) Limited Previous BCMG Limited Previous Billetts Marketing Sciences Limited Previous Billetts Media Consulting Limited Previous Brief Information Limited Previous Data Management Services Group Limited Previous Digireels Limited Previous Ebiquity Associates Limited Previous Ebiquity plc Previous Ebiquity UK Limited Previous Ebiquity US Financing Limited Previous Ebiquity US Holdings Limited Previous Echo Group Ltd. Previous Fairbrother Lenz Eley Limited Previous Firmdecisions Group Limited Previous Firmdecisions Limited Previous FLE Holdings Limited Previous Fouberts Place Subsidiary No. 4 Limited Previous Freshcorp Limited Previous Press Advertising Register Limited (The) Previous Prominent Pages Limited Previous Shots Limited Previous Telefoto Monitoring Services Limited Previous The Communications Trading Company Limited Previous The Register Group Limited Previous Xtreme Information (USA) Limited Previous Xtreme Information Limited Previous Xtreme Information Services Limited Previous

Nicholas Backhouse – Non-Executive Director Nicholas was appointed a Non-Executive Director of the Group on 1 May 2019 and Chair of the Audit Committee on 23 January 2020. He is also a member of the Remuneration Committee. Nicholas has extensive experience at board level and is currently the Senior Independent Director of both Hollywood Bowl Group plc and Loungers plc and a Trustee of Chichester Festival Theatre. He has also held positions as Senior Independent Director of Guardian Media Group plc and Non-Executive Director of Marston’s plc and All3media Limited. Nicholas was previously the Deputy Chief Executive Officer of the David Lloyd Leisure Group, Group Finance Director of National Car Parks and Chief Financial Officer of both the Laurel Pub Company and Freeserve plc. He is a fellow of the Institute of Chartered Accountants in England and Wales and has an MA in economics from Cambridge University.

215 In addition to his directorship of the Company, Nicholas Backhouse holds (or has, in the five year period immediately preceding the date of this document, held) the following directorships or has been a member of the following partnerships:

Status (Current/ Name of Company Previous)

Hollywood Bowl Group plc Current Chichester Festival Theatre Current Loungers plc Current Westbourne House School Educational Trust Limited Current Giggling Restaurants Ltd Current Eaton Gate Gaming Limited Previous Guardian Media Group plc Previous Marston’s plc Previous

Sharon Baylay – Non-Executive Director Sharon was appointed a Non-Executive Director of the Group in April 2014 and became Chair of the Remuneration Committee in October 2017. She is acting Chairman at Ted Baker plc, Senior Independent Director and Risk Chairman at Restore plc and Non-Executive Chairman at Unique X and Elements Talent Consultancy Ltd, both privately-owned companies. From 2009 to 2011 Sharon was Marketing Director and a Main Board Director of the BBC, responsible for all aspects of Marketing, Communications and Audiences. She was also on the Board of BBC Worldwide, Freesat and Digital UK. Prior to the BBC, Sharon held a number of senior roles at Microsoft Corporation over a period of 15 years, including General Manager of the UK Online and Advertising business. In addition to her directorship of the Company, Sharon Baylay holds (or has, in the five year period immediately preceding the date of this document, held) the following directorships or has been a member of the following partnerships:

Status (Current/ Name of Company Previous)

Elements Talent Consultancy Limited Current Indigo Blu Investments Limited Current Restore plc Current Ted Baker plc Current Uniquex Holdings Limited Current Exclaimer Group (Holdings) Limited Previous Exclaimer Group Limited Previous Green Running Limited Previous Market Tech Holdings Limited Previous UK BSI Holdings Limited Previous Vega Technologies Limited Previous

216 Stephen Puckett – Non-Executive Senior Independent Director Stephen was appointed a Non-Executive Director of the Group in July 2013 and is a member of the Audit Committee, having been the Chair until January 2020. He was also appointed Chair of the Risk Committee on 23 January 2020. He has been the Group’s Senior Independent Non-Executive Director since January 2019. Stephen is also Chairman of Hydrogen Group plc. He is a Chartered Accountant who brings a wealth of financial and accounting experience amassed through his work with listed companies. In 2012, Stephen retired from the Board of Page Group plc (formerly Michael Page International plc) after more than 11 years as Group Finance Director, during which time he oversaw a period of significant overseas expansion and growth. In addition to his directorship of the Company, Stephen Puckett holds (or has, in the five year period immediately preceding the date of this document, held) the following directorships or has been a member of the following partnerships:

Status (Current/ Name of Company Previous)

Hydrogen Group plc Current Green Print International Limited Current Redcentric plc Previous Kingston Carers’ Network Previous

4.2 Director Remuneration and Benefits Executive Directors Service Contracts, Remuneration and Emoluments The service contracts of each Executive Director are summarised below and, other than as described, have not been entered into or amended in the six months preceding the publication of this document.

Notice Date of period Bonus Name Job Title Contract Term (weeks) Base salary(3)(4) entitlement

Mark Shashoua (1) Chief Executive Officer 6 May 2016 No fixed term 52 492,000 Up to 150% of base salary Andrew Beach (2) Chief Financial Officer 18 July 2016 No fixed term 52 295,000 Up to 120% of base salary ————— Notes: (1) Mark Shashoua was appointed as Chief Executive Officer with effect from 1 September 2016. (2) Andrew Beach was appointed as Chief Financial Officer with effect from 17 October 2016. (3) Base salaries are subject to annual review by the Remuneration Committee. The base salaries of each Executive Director were reviewed following FY 2019. Mark Shashoua was awarded an increase of 3 per cent. (2.4 per cent. annualised) and Andrew Beach was awarded an increase of 3.9 per cent. (3.1 per cent. annualised). The salaries shown above came into effect on 1 January 2020. The next salary review date will be 1 January 2021. (4) As part of the Group’s cost saving exercise, the Executive Directors (along with the Non-Executive Directors and several other key managers) have agreed to take a temporary 20 per cent. reduction in salary, on a voluntary basis. The appointment of Executive Directors can be terminated without notice and with immediate effect in the event of gross misconduct of the Executive Director. There have been no changes to the terms of the Executive Directors’ service contracts in the six month period preceding the date of this document.

217 Benefits The Executive Directors are entitled to the following benefits under their respective service contracts:

Personal Employer Medical pension Name Life assurance Car allowance Insurance contribution(1)

up to 10% of Mark Shashoua ✓✘✓base salary up to 10% of Andrew Beach ✓✘✓base salary ————— Notes: (1) Payable by way of participating in defined contribution pension plan or cash allowance in lieu.

4.3 Within the period of five years preceding the date of this document, the Directors: a) have no convictions in relation to fraudulent offences; b) were not associated with any bankruptcies, receiverships or liquidations when acting in the capacity of director; and c) have not received any official public incrimination and/or sanctions by statutory or regulatory authorities (including designated professional bodies) and have not been disqualified by a court from acting as a director of a company or from acting in the management or conduct of the affairs of a company.

5. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE RIGHTS ISSUE Save as disclosed in this paragraph 5, none of the Directors has any interest, beneficial or non- beneficial, in the share capital of the Company or any of its subsidiaries. In addition to their legally owned interests as detailed below, the Directors held the following options in respect of Ordinary Shares and awards of Ordinary Shares under the terms of the Hyve Share Plans. The interests of the Directors in the issued share capital of the Company, including the interests of persons connected with the Directors for the purposes of DTR 5.1.2 of the Disclosure Guidance and Transparency Rules, as notified to the Company pursuant to DTR 5.1.2, as at the Reference Date are:

Number of Unvested PSP Existing Percentage of subject to Ordinary issued share Held under the performance Director Shares held capital DSBP conditions

Executive Directors Mark Shashoua 1,874,702 0.23 642,493 5,109,413 Andrew Beach 160,000 0.02 299,291 1,812,040 Non-Executive Directors Richard Last(1) 600,000 0.07 0 0 Nicholas Backhouse 50,000 0.01 0 0 Sharon Baylay 28,325 0.00 0 0 Stephen Puckett 27,500 0.00 0 0 ————— Notes: (1) Richard Last holds 200,000 Existing Ordinary Shares in his own name, 50,000 in an ISA and 350,000 in a pension fund (Lynx 1991 SSAS).

218 The interests of the Directors in the issued share capital of the Company, including the interests of persons connected with the Directors for the purposes of DTR 5.1.2 of the Disclosure Guidance and Transparency Rules, as notified to the Company pursuant to DTR 5.1.2, on completion of the Rights Issue (assuming full participation by the Directors in the Rights Issue), would be as follows:

Number of New Ordinary Shares held after completion of the Share Consolidation Percentage of and the Rights issued share Director Issue capital

Executive Directors Mark Shashoua 609,277 0.23 Andrew Beach 52,000 0.02 Non-Executive Directors Richard Last 195,000 0.07 Nicholas Backhouse 16,250 0.01 Sharon Baylay 9,205 0.00 Stephen Puckett 8,937 0.00

The number of Ordinary Shares subject to outstanding options and/or the subscription price per share shall be subject to adjustment following the Rights Issue in accordance with the rules of the Hyve Share Plans. No Director has or has had any interest in any transaction which is or was unusual in its nature or conditions or is or was significant to the business of the Group and which was effected by any member of the Group during the current or immediately preceding financial year or during any earlier financial year and remains in any respect outstanding or unperformed. Other than as disclosed in this paragraph 5, none of the Directors have any actual or potential conflicts of interest between any duties carried out on behalf of the Company and their private interests or other duties.

219 6. MAJOR SHAREHOLDERS As at 5 May 2020, except as disclosed in the table below, in so far as is known to the Company, the name of each person who, directly or indirectly, is interested in voting rights representing 3 per cent. or more of the total voting rights in respect of the Company’s issued ordinary share capital, and the amount of such person’s holding, is as follows:

Number of Ordinary Shares Number of Percentage of following the Percentage of Ordinary issued share Share issued share Shares prior to capital prior to Consolidation capital the Rights the Rights and the Rights following the Name Issue(1) Issue(1) Issue(2) Rights Issue(2)

RWC Partners 102,306,625 12.54 33,249,652 12.54 BlackRock 64,680,861 7.93 21,021,279 7.93 Brandes Investment Partners 64,479,884 7.90 20,955,961 7.90 Fidelity Management & Research 56,900,370 6.97 18,492,620 6.97 Amiral Gestion 45,754,912 5.61 14,870,346 5.61 Bestinver Asset Management 40,614,404 4.98 13,199,680 4.98 Legal & General Investment Management 34,342,664 4.21 11,161,365 4.21 Invesco 33,518,081 4.11 10,893,376 4.11 JO Hambro Capital Management 28,830,651 3.53 9,369,961 3.53 Franklin Templeton 26,149,563 3.21 8,498,607 3.21 ————— Notes: (1) Includes both direct and indirect shareholdings. (2) Assuming full take up by all persons of their entitlements under the Rights Issue. None of the major Shareholders referred to above have different voting rights from other Shareholders. As at the Reference Date, the Company is not aware of any person who, directly or indirectly, jointly or severally, exercises or could exercise control over the Company. As at the Reference Date, the Company is not aware of any arrangements pursuant to which any person directly or indirectly, jointly or severally, will exercise or could exercise control over the Company.

220 7. IRREVOCABLE UNDERTAKINGS 7.1 Director irrevocable undertakings The Company has received irrevocable undertakings from Mark Shashoua, Andrew Beach, Richard Last, Nicholas Backhouse, Sharon Baylay and Stephen Puckett to vote in favour of the Resolutions at the General Meeting in respect of their own beneficial holdings amounting to 2,740,527 Existing Ordinary Shares representing approximately 0.336 per cent. of the existing issued share capital of the Company, as follows:

Total number of Existing Percentage Ordinary of the Shares in existing the capital issued of the share Name Company capital (%)

Richard Last 600,000 0.07 Mark Shashoua 1,874,702 0.23 Andrew Beach 160,000 0.02 Nicholas Backhouse 50,000 0.01 Sharon Baylay 28,325 0.00 Stephen Puckett 27,500 0.00

Each Director's irrevocable undertaking includes undertakings made in their capacity as Shareholders to: a) provide all such information in relation to their interest in any Ordinary Share as reasonably required for the purposes of or in connection with the Rights Issue; b) until the conclusion of the General Meeting (including any adjournment thereof), neither sell, transfer, charge, encumber or otherwise dispose of or grant any option over all or any of the Committed Shares or any interest in all or any of them or permit any of the foregoing, nor enter into any agreement or arrangement (whether conditional or not) to do any of the foregoing, nor accept (or permit to be accepted) any offer in respect of all or any of the Committed Shares; c) continue to control the Committed Shares at least until the conclusion of the General Meeting (including any adjournment thereof); d) pending a public announcement of the Rights Issue, neither disclose to any person any information whatsoever in respect of the Rights Issue (other than to the Company or its advisers) nor deal in any securities of the Company, whether on or off market; e) vote (or, as applicable, procure that the registered holder votes) in respect of: (i) all of the Committed Shares; and (ii) any additional shares in the capital of the Company which are acquired (or otherwise control) subsequent to execution of the letter of irrevocable understanding but prior to the General Meeting (including any adjournment thereof) and which the shareholder is entitled to vote, by proxy (or in the event that the shareholder is required to attend the General Meeting in person for the purpose of forming a quorum, in person): (iii) in favour of the Resolutions and in favour of any other resolution(s) of the shareholders of the Company which may be advisable or required in order to effect the Rights Issue; and (iv) against any resolution or proposal that the Meeting be adjourned or that would require a poll be taken on any of the Resolutions unless such poll is to be taken forthwith or the Company provides consent for a vote in favour of the resolutions in this sub-paragraph (iv);

221 f) return or procure the registered holder returns (as applicable) a signed and completed proxy in accordance with the instructions printed thereon, or submits a valid instruction to a proxy via the CREST system, in each case as soon as possible; g) not revoke or countermand any appointment or instruction given pursuant to paragraphs (e) or (f) above nor take any other action which is inconsistent with the express terms of the letter; and h) do, execute and perform all such further deeds, documents, assurances, acts and things as reasonably required to give effect to the undertakings contained in the letter of irrevocable undertaking. The obligations of Richard Last, Mark Shashoua, Andrew Beach, Nicholas Backhouse, Sharon Baylay and Stephen Puckett shall be irrevocable until the earlier of the date falling four months from the date of their irrevocable undertaking and the date of Admission.

7.2 Major Shareholder support RWC European Focus Fund (the Company’s largest shareholder) which currently holds approximately 12.5 per cent. of the Existing Ordinary Shares has confirmed that it is fully supportive of the Company’s strategy and fundraising proposals and is intending to vote in favour of the Resolutions to be proposed at the General Meeting.

8. MATERIAL CONTRACTS The following is a summary of each material contract (not being entered into in the ordinary course of business) which has been entered into by any member of the Group within the two years immediately preceding the date of this document:

8.1 Underwriting Agreement On 7 May 2020, the Company entered into a sponsor and underwriting agreement (the “Underwriting Agreement”) with the Joint Bookrunners pursuant to which Numis was appointed to act as sponsor to the Company in connection with the application for Admission and pursuant to which the Joint Bookrunners have severally agreed, subject to certain conditions, to use reasonable endeavours to procure subscribers for the New Ordinary Shares to the extent not taken up by Qualifying Shareholders under the Rights Issue, failing which the Joint Bookrunners severally agree to subscribe themselves (in the agreed proportion) for such New Ordinary Shares, in each case at the Issue Price. In connection with the Rights Issue, the Company has agreed to pay the Joint Bookrunners an aggregate underwriting commission equal to 3.5 per cent. of the aggregate of the gross proceeds of the Rights Issue. The Company has also agreed to pay all expenses properly incurred by the Joint Bookrunners in connection with the Rights Issue, Admission and the arrangements contemplated by the Underwriting Agreement, irrespective of whether Admission occurs. The obligations of the Joint Bookrunners under the Underwriting Agreement are conditional on Admission occurring not later than 8.00 a.m. on 28 May 2020 or such later time and/or date as the Company and the Joint Bookrunners may determine being no later than 11 June 2020 and on certain other conditions to be satisfied prior to Admission including, among others: (i) the passing without amendment (which, in the good faith opinion of any Joint Bookrunner, is material in the context of the Rights Issue and/or Admission) of each of the Resolutions at the General Meeting (and not, except with the prior written agreement of the Joint Bookrunners, at any adjournment of such meeting); (ii) none of the representations and warranties given by the Company under the Underwriting Agreement being untrue, inaccurate or misleading as at certain specified times between the date of the Underwriting Agreement and Admission (by reference to the facts and circumstances from time to time subsisting); (iii) the Company having complied in all material respects with its obligations under the Underwriting Agreement or under the terms and conditions of the Rights Issue which fall to be performed on or prior to Admission;

222 (iv) no material adverse change having occurred in relation to the Company or the Group since the date of the Underwriting Agreement; (v) the Second Waiver Letter not having been terminated; and (vi) no supplementary prospectus or circular being published or being required to be published by or on behalf of the Company before Admission. If, by the time specified in the Underwriting Agreement (or such later time and/or date as the Joint Bookrunners may agree) any of the conditions have not been fulfilled or waived in writing by the Joint Bookrunners, or have become incapable of being satisfied by the required time and/or date, the obligations of the Joint Bookrunners under the Underwriting Agreement shall cease and determine. Each of the Joint Bookrunners may, in their discretion, waive compliance with the whole or any part of certain of the conditions by notice in writing to the Company or extend the time provided for fulfilment of any such conditions but only prior to Admission. In addition, each of the Joint Bookrunners may terminate the Underwriting Agreement in certain circumstances (such as a material adverse change or force majeure event) but only prior to Admission. The Company has given certain customary representations, warranties and undertakings to the Joint Bookrunners including, among other things, warranties in relation to the business, the historical financial information and the information contained in this document. In addition, the Company has given customary indemnities to the Joint Bookrunners and certain warranties and indemnities given by the Company in the Underwriting Agreement are unlimited as to time and amount. The Company has undertaken that, between the date of the Underwriting Agreement and the date which falls 180 days after the settlement date of Admission, it will not, without the prior written consent of the Joint Bookrunners (such consent not to be unreasonably withheld or delayed) allot or issue Ordinary Shares (or any other shares or securities in the capital of the Company) or issue any options over its Ordinary Shares (or any securities exchangeable for, or convertible into, Ordinary Shares) or other share or securities in the capital of the Company. The restrictions above shall not apply in relation to (i) the issuance of the New Ordinary Shares to be issued in the context of the Rights Issue; or (ii) the issue of any options pursuant to (and in accordance with the rules of) the Company's existing share option or share incentive schemes or for the issue of Ordinary Shares pursuant to the exercise of any options under such schemes.

8.2 Facilities Agreement The Company is party to an amendment and restatement agreement dated 17 December 2019 in relation to a £250,000,000 senior term and revolving credit facilities agreement originally dated 22 November 2017 as amended and restated on 1 June 2018 and as amended by a consent letter on 11 July 2018 (“Facilities Agreement”). The parties to the Facilities Agreement are: (1) the Company and Hyve International Events Limited as original borrowers; (2) the Company and certain of its subsidiaries as original guarantors; (3) Barclays Bank PLC as agent and security agent (“Agent”); (4) Barclays Bank PLC, HSBC UK Bank PLC, HSBC Bank USA N.A., Commerzbank AG, London Branch and Citibank N.A., London Branch as mandated lead arrangers and original lenders; and (5) Barclays Bank PLC, HSBC Bank plc and Commerzbank AG, Frankfurt as original hedge counterparties. The Company amended and restated the Facilities Agreement on 17 December 2019 in connection with its acquisition of Shoptalk Commerce LLC and Groceryshop LLC (“Sierra Acquisition”). In connection with the Outbreak, the parties to the Facilities Agreement have entered into a waiver letter dated 7 April 2020 (the “First Waiver Letter”), pursuant to which the Agent (on behalf of the majority lenders), granted the Company a waiver of certain of its obligations under the Facilities Agreement, including in respect of certain financial covenants tests, as set out at paragraph 8.2(f) below; and a second waiver letter dated 7 May 2020 (the “Second Waiver Letter”), pursuant to which the Agent (on behalf of all the lenders), granted the Company a waiver of certain of its obligations under the Facilities Agreement, including in respect of certain financial covenants tests and deferral of amortisation payments, as set out

223 at paragraph 8.2(f) and (g) below. The waivers granted under the First Waiver Letter and the Second Waiver Letter are each subject to a number of conditions (as set out in more detail below), including, in the case of the Second Waiver Letter, the successful completion of the Rights Issue. The key terms of the Facilities Agreement, are set out below: a) Facilities The facilities consist of: (i) a £100,000,000 term loan facility; (ii) a £150,000,000 multicurrency revolving credit facility; ((i) and (ii) in aggregate, £250,000,000 of commitments); and (iii) an uncommitted accordion revolving facility of up to £50,000,000. An ancillary lender may make all or part of its revolving facility commitment available to any borrower by way of an ancillary facility. Under the accordion facility mechanic, the Company may request that the lenders provide an increase in the total revolving facility commitments or the total term facility commitments available under the revolving facility or the term facility (as applicable) available provided that the amount by which it wishes to increase the total revolving facility commitments, when aggregated with any previous increase(s) pursuant to a similar accordion increase request, does not exceed £50,000,000. b) Purpose The term facility is permitted to be used towards (1) the refinancing of amounts under the then existing facility agreement originally dated 2 July 2014 as amended by an amendment agreement dated 19 June 2015 and as further amended and/or restated from time to time; (2) the financing or refinancing of the Sierra Acquisition; (3) the financing or refinancing of fees, commissions, costs and expenses incurred by the Group in relation to the Sierra Acquisition; (4) the refinancing of existing indebtedness of Shoptalk Commerce LLC and Groceryshop LLC by the Group and to pay breakage costs and other costs related to such refinancing; and (5) the financing or refinancing of any transformation costs (other than accounting losses on a disposal). The revolving credit facility is permitted to be used towards the general corporate and working capital purposes of the Group, including towards (1) the financing or refinancing of any permitted acquisition; (2) the financing or refinancing of fees, commissions, costs and expenses incurred by the Group in relation to any permitted acquisition; (3) the refinancing of existing indebtedness of any permitted acquisition by the Group and to pay breakage costs and any other costs related to such refinancing; (4) the financing or refinancing of any permitted joint venture; (5) the financing or refinancing of any transformation costs (other than accounting losses on a disposal); and (6) capital expenditure, provided that (A) no more than £30,000,000 of additional commitments under the revolving facility may be drawn as a utilisation under the revolving facility and applied towards the Sierra Acquisition pursuant to points (1), (2) and (3) of this paragraph and (B) the revolving facility is not applied towards repayment or prepayment of any term loan facility or, in the case of any utilisation of any ancillary facility, towards prepayment of any revolving facility utilisation.

224 c) Repayment The term facility loans shall be repaid in instalments by the repayment on each term facility repayment date (as set out below) of an amount which reduces the base currency amount of the outstanding aggregate term facility loans by an amount equal to the repayment instalment percentage (as also set out below, and as amended by the Second Waiver Letter):

Repayment instalment Term facility repayment date (per cent.)

30 November 2022 20.0 30 November 2023 22.5 Termination date 57.5

It should be noted that the Second Waiver Letter has (subject to certain conditions) deferred the term loan amortisation payments that had been scheduled for 30 November 2020 and 30 November 2021 (each in an amount equal to 17.5 per cent. of the then outstanding aggregate term facility loans) until the final term loan repayment date (which is currently scheduled for 17 December 2023) under the Facilities Agreement. The Company is required to apply certain proceeds (subject to customary carve-outs and de minimis thresholds) from disposals over £5,000,000 in each financial year and insurance claims in prepayment of these 30 November 2020 and 30 November 2021 amounts. Such prepayments will only be payable in respect of the 30 November 2020 and 30 November 2021 deferred amortisation amounts on and from the original repayment dates of those amounts, so for example prepayments are not required in respect of the 30 November 2021 deferred payment prior to that date. More generally, the Company also has the option (but is not required) to otherwise repay these 30 November 2020 and 30 November 2021 amounts prior to the final term loan repayment date. Loans under the revolving credit facility are repayable on the last day of the interest period selected for the loan in the utilisation request. The termination date for the revolving credit facility is the same as that for the term facility, being 17 December 2023. Any ancillary facility utilised will cease to be available on 17 December 2023 or such earlier date on which its expiry date occurs or on which it is cancelled. The facilities are subject to change of control prepayment provisions, whereby if any person or group of persons acting in concert gain control of the Company, the Company must notify the agent and the parties must enter into good faith negotiations to continue the facilities and a lender will not be obliged to fund a utilisation (except for a rollover loan). A lender may, on or after the date falling 30 days after the change of control but before the date falling 30 days after the Company’s notification, by not less than 5 days’ notice to the Company cancel its commitments and require immediate prepayment of all amounts outstanding to that lender. d) Interest and fees Advances under the facilities bear interest at a rate equal to the relevant rate of LIBOR (or in relation to any loan in Euro, EURIBOR) plus the applicable margin. Pursuant to the terms of the Second Waiver Letter (and subject to certain conditions), the margin will increase from 2.65 per cent. per annum to 3.40 per cent. per annum when the Second Waiver Letter becomes effective (but this may reduce at any time thereafter to 2.90 per cent. per annum (or lower) if (and for such time that) the leverage ratio for the Group reduces to 3.00:1.00 (or lower), even though the leverage ratio test will not be formally tested pursuant to the terms of the Facilities Agreement until the date on which the (a) leverage ratio and interest cover ratio tests have been reapplied (either for the period ending on 30 June 2022 or on such earlier date as the Company may determine) and (b) Company has repaid in full the deferred term loan amortisation payments that had been scheduled for 30 November 2020 and 30 November 2021 (or has notified the lenders that it no longer wishes to defer such repayment). From such date on which the leverage ratio test is formally tested pursuant to the terms of the Facilities Agreement, margin will again become subject to a margin ratchet varying the rate between 1.90 per cent. and 2.90 per cent. per annum, depending on where the leverage ratio (in

225 respect of the most recently completed period of 12 months ending on the last day of each financial quarter of each of the Company’s financial years) falls within the range set out in the Facilities Agreement. Certain fees and expenses apply, including commitment fees, arrangement fees, agency and security agent fees and ancillary facility fees. e) Guarantees and Security Each guarantor guarantees and indemnifies to each finance party the performance by each borrower of its obligations under the Facilities Agreement. The guarantee is in addition to any other guarantee or security now or subsequently held by any finance party. The guarantee is also subject to certain customary limitations and exclusions applicable to guarantors in certain jurisdictions (the Netherlands, the United Arab Emirates and the United States), such as if and to the extent a guarantee would constitute unlawful financial assistance, contravene rules against fraudulent transfer or conveyance, or constitute a guarantee of an excluded swap obligation. The transaction security has or will have first ranking priority and is not subject to any prior ranking or pari passu ranking security, except for other existing transaction security or as otherwise permitted under the Facilities Agreement. The transaction security currently comprises: (1) a composite debenture entered into by each English obligor and the security agent (governed by English law); (2) a first ranking share pledge over the shares in the capital of each obligor incorporated in Dubai (governed by the laws of Dubai); (3) a first ranking share pledge over the shares in the capital of each US obligor (governed by the laws of the State of New York); (4) a first ranking pledge over the shares in the capital of Hyve International Holdings B.V. (an obligor incorporated in the Netherlands) governed by Dutch law; and (5) a first ranking pledge over participatory interests in the capital of each Russian obligor (governed by Russian law). f) Financial Covenants The Facilities Agreement requires the Company to comply with the following financial covenants: (i) Leverage ratio: The ratio of consolidated total net debt on the last day of a relevant period to adjusted EBITDA for that relevant period shall not exceed 3.00:1 at any time. (ii) Interest cover ratio: The ratio of consolidated EBITDA to consolidated net finance charges, in each case for any relevant period, shall not be less than 4.00:1 at any time. Pursuant to the Waiver Letters, and subject to a number of conditions, the Agent (on behalf of the lenders) granted the Company a waiver of the requirement for each of the leverage ratio and the interest cover ratio to be tested or complied with to and including 31 March 2022. As a condition for the waiver of the leverage ratio and the interest cover ratio (among other things), the Company has agreed to the inclusion of a liquidity covenant which (subject to certain conditions) will require the Group to hold a minimum of £40 million (or its equivalent in other currencies (other than between April and October 2021, for which period the Group must hold a minimum of £30m (or its equivalent in other currencies)), which will be tested monthly. The Facilities Agreement also contains certain other customary general undertakings including (but not limited to) compliance with laws, maintenance of requisite authorisations, limitations on disposal of assets, and imposition of customary restrictions on, amongst other things, mergers, acquisitions, loans out, incurrence of financial indebtedness, grant of security, change of business and use of proceeds of any utilisation in connection with any individual or entity subject to sanctions. Pursuant to the terms of the Second Waiver Letter, the Company and other members of the Group will generally continue to be able to grant security, incur financial indebtedness or make disposals or acquisitions in the ordinary course of trading and/or intra- Group arrangements. However, the ability of the Group to also use additional general monetary permissions to grant, incur or make other additional security, financial indebtedness, disposals or business acquisitions and to fund joint ventures for any purpose will (unless the majority lenders under the Facilities Agreement consent) be wholly or partly limited, in each case, until the date on which (a) the leverage ratio and interest cover ratio tests have been reapplied (either for the period ending on 30 June 2022 or on such earlier date as the Company may

226 determine) and (b) the Company has repaid in full the deferred term loan amortisation payments that had been scheduled for 30 November 2020 and 30 November 2021 (or has notified the lenders that it no longer wishes to defer such repayment). To note, such general permission for disposals is replaced pursuant to the terms of the Second Waiver Letter (subject to certain conditions) with a permission allowing disposals (subject to certain customary carve-outs and de minimis thresholds) of up to £5 million in each financial year of the Company, and any disposals using this permission and greater than this amount must be applied to prepay the deferred term loan amortisation payments that had been scheduled for 30 November 2020 and 30 November 2021. For the avoidance of doubt, the Company will still be able to grant security, incur financial indebtedness or make disposals or business acquisitions or investments in joint ventures in any circumstances, if the majority of the lenders under the Facilities Agreement consent. g) Events of Default The Facilities Agreement contains customary events of default including non-payment of amounts due under the finance documents, breach of representations and warranties, financial covenant default, cross-default, certain events of insolvency and material adverse change. Pursuant to the Waiver Letters, and subject to a number of conditions (including certain additional reporting obligations), the Agent (on behalf of the lenders) granted the Company: (i) a deferral of the term loan amortisation repayments scheduled for 30 November 2020 and 30 November 2021 until the final term loan repayment date (subject, in particular, to the early repayment option and prepayment requirements described in sub-paragraph c) above); (ii) a waiver of (as described in sub-paragraph (f) above) the leverage ratio and interest cover ratio until (and including) 31 March 2022, (subject, in particular, to the inclusion of the liquidity covenant described in sub-paragraph (f) above); (iii) a replacement of the Group’s existing 70 per cent. consolidated EBITDA based guarantor coverage test with a 70 per cent. net assets based guarantor coverage test until (and including) the date on which the (a) leverage ratio and interest cover ratio tests have been reapplied (either for the period ending on 30 June 2022 or on such earlier date as the Company may determine) and (b) Company has repaid in full the deferred term loan amortisation payments that had been scheduled for 30 November 2020 and 30 November 2021 (or has notified the lenders that it no longer wishes to defer such repayment); and (iv) a waiver of any event of default arising under the Facilities Agreement pursuant to the cessation of business, expropriation and material adverse change provisions in the Facilities Agreement until 31 December 2020, if caused by COVID-19 related events with the lenders reserving their rights in respect of any such event of default thereafter (should it occur). The key additional condition to these waivers (not already described above) is the prohibition on the Company’s ability to make, pay, or declare any dividend, buyback or other distribution on or in respect of its share capital until (a) leverage ratio and interest cover ratio tests have been reapplied (either for the period ending on 30 June 2022 or on such earlier date as the Company may determine) and (b) the Company has repaid in full the deferred term loan amortisation payments that had been scheduled for 30 November 2020 and 30 November 2021 (or has notified the lenders that it no longer wishes to defer such repayment). For the avoidance of doubt, the Company will still be able to make dividends during this restricted period if a majority of the lenders under the Facilities Agreement consent.

8.3 Shoptalk and Groceryshop Merger Agreement The Company entered into an agreement and plan of merger with Shoptalk, Groceryshop, Regent US Holdco, Inc, (a subsidiary of the Company), Regent Sub S, LLC, Regent Sub G, LLC and Anil Aggarwal (as member representative) on 18 December 2019 (“Merger Agreement”) relating to the Company’s indirect acquisition (by way of mergers) of Shoptalk and Groceryshop.

227 Pursuant to the terms of the Merger Agreement, simultaneously on exchange of the Merger Agreement: (i) Regent Sub S, LLC (a wholly owned subsidiary of Regent US Holdco, Inc.) merged with Shoptalk, with Shoptalk continuing as the surviving entity; and (ii) Regent Sub G, LLC (a wholly owned subsidiary of Regent US Holdco, Inc.) merged with Groceryshop, with Groceryshop continuing as the surviving entity, in exchange for a total consideration of $145.3 million (£110.1 million based on a conversion rate of £1 to $1.32 as at 18 December 2019), on a cash free, debt free basis. Each of Shoptalk and Groceryshop gave legal capacity and commercial representations and warranties to the Company of a type customary for a transaction of this nature, including in relation to their respective business, accounting and financial matters and assets/property. Each of the Company, Regent US Holdco, Inc, Regent Sub S, LLC and Regent Sub G, LLC (together, “Buyer Parties”) gave limited representations and warranties regarding their ability to enter into the transactions envisaged by the Merger Agreement and matters incidental to such transactions. The selling shareholders of Shoptalk agreed to indemnify the Company and its affiliates in respect of any losses arising from various matters, including breach of certain representations made in the Merger Agreement regarding Shoptalk, and any breach of covenant, obligation or agreement on the part of Shoptalk under the Merger Agreement. The selling shareholders of Groceryshop agreed to indemnify the Company and its affiliates in respect of any losses arising from various matters, including breach of certain representations made in the Merger Agreement regarding Groceryshop, and any breach of covenant, obligation or agreement on the part of Groceryshop under the Merger Agreement. The Company agreed to indemnify the selling shareholders of each of Shoptalk and Groceryshop (and their respective affiliates) in respect of any losses arising from any breach of representation or warranty made by any of the Buyer Parties in the Merger Agreement and any breach of covenant, obligation or agreement on the part of any of the Buyer Parties under the Merger Agreement. The Merger Agreement is governed by the laws of the state of Delaware.

8.4 Shoptalk and Groceryshop Subscription Agreement In connection with the acquisitions of Shoptalk and Groceryshop, on 18 December 2019, the Company entered into a subscription agreement (“Subscription Agreement”) with Anil Aggarwal, Simran Aggarwal, Caroline Farley and Zia Wigder (together, the “Subscribers” and each a “Subscriber”), pursuant to which it was agreed that $15 million (equivalent to £11,428,571.43 on the date of the Subscription Agreement) of the consideration monies due to the Subscribers under the Merger Agreement would be settled by way of the issue of 14,577,259 Ordinary Shares to the Subscribers (“2019 Subscription”). Each Subscriber gave certain warranties and representations to the Company (in respect of their own subscription for Ordinary Shares only) regarding their sophistication as investors and the basis upon which they would subscribe for Ordinary Shares. Each party (including the Company) gave warranties of a customary nature to each other party in terms of their respective capacity to enter into the Subscription Agreement and the binding nature of the Subscription Agreement, once executed. In the interests of ensuring an orderly market, each Subscribers undertook not, for a period of six calendar months following the date of the Subscription Agreement, to dispose of any Ordinary Shares held by them, other than in certain specified circumstances. The Subscription Agreement is governed by the laws of England and Wales.

8.5 Shoptalk and Groceryshop Placing Agreement On 18 December 2019, the Company and Numis entered into a placing agreement (“2019 Placing Agreement”) in respect of a placing of Ordinary Shares intended to partly fund the acquisitions of Shoptalk and Groceryshop.

228 Pursuant to the 2019 Placing Agreement, on 19 December 2019, Numis placed a total of 59,584,541 Ordinary Shares at a price of 88 pence per Ordinary Share (representing a discount of 2.8 per cent. against the closing price per Ordinary Share on 18 December 2019), with existing and new institutional investors (“2019 Placing”). Numis’s obligations under the 2019 Placing Agreement in relation to the 2019 Placing were conditional on completion of the Merger Agreement and certain customary and other conditions, all of which were satisfied within the relevant time periods. Under the 2019 Placing Agreement, the Company agreed to pay Numis: (i) a commission of 1.5 per cent. of the aggregate of the gross proceeds of the 2019 Placing and the 2019 Subscription up to and including £40 million; (ii) a commission of 5 per cent. of the aggregate of the gross proceeds of the 2019 Placing and the 2019 Subscription greater than £40 million; and (iii) an advisory fee of £320,000. The Company gave to Numis certain customary representations, warranties and undertakings, including, among other things, warranties in relation to the Group’s business, its accounting information and the proposed acquisitions of Shoptalk and Groceryshop. The 2019 Placing Agreement is governed by the laws of England and Wales.

8.6 Personatech Licence Agreement The Company has entered into the Personatech Licence Agreement and transition and platform services agreement dated 18 December 2019 under which the Company is granted a worldwide, fully-paid, non-exclusive, royalty free, perpetual and irrevocable licence to use the software which underpins the Shoptalk and Groceryshop Hosted Buyer Programme, at any of the events owned or operated (in whole or in part) by the Group. In conjunction with the concurrent acquisition transaction between the Company, on the one hand, and Shoptalk Commerce, LLC and Groceryshop, LLC, on the other hand, this agreement provides the Company with (i) a source code licence to and delivery of the software to be used to support certain events after the term of the agreement, and (ii) certain transition services to assist the Company in preparing to accept final delivery of the software, and (iii) interim access to and use of the software as hosted by Personatech during the term of the agreement. The key terms of the Personatech Licence Agreement and transition and platform services agreement, are set out below: a) Purpose The Personatech Licence Agreement constitutes a non-exclusive proprietary arrangement between the Company and Personatech. Under this agreement, the Company entered into a software licence with Personatech for use of an algorithm product which facilitates the arrangement of meetings between buyers at events such as trade shows, via an app interface. The agreement governs an arrangement for Personatech to provide the Company with transitional support for a 12-month period, at the end of which the Company will be provided with a capture of the software, including all developmental improvements which Personatech have implemented in consultation with the Company. The agreement will expire on a transition date to be agreed between the parties, which will be no later than 31 December 2020, at which point Personatech will cease to provide the transition and platform services, whilst the Company will continue to benefit from a perpetual licence over the software which will survive the expiry of the agreement. As well as this licence, the Company shall benefit from any existing improvements to the software, as well as the ability to build further improvements on to the software to meet the Company’s evolving requirements and innovations. b) Delivery Between 18 December 2019 and 31 December 2020, Personatech will provide access to the software, and, if requested, will deliver to the Company a copy of the software and corresponding documentation within 30 days of receipt of such written request.

229 Personatech will then deliver to the Company a separate instantiation of the software, including any enhancements, on a transition date to be agreed between the parties, which will be no later than 31 December 2020. c) Term The term of this agreement begins on 18 December 2019 and will expire and terminate without further action by either party on the transition date, which will be agreed between the parties and will be no later than 31 December 2020. On expiry of the agreement, Personatech will cease to provide the transition and platform services, whilst the Company will continue to benefit from a perpetual licence over the software. d) Payment On the date of the agreement, the Company paid to Personatech the sum of $10 million. e) Restrictions on the Company Each party covenants not to sue the other for patent infringement based on the development, manufacture, use, sale, offer for sale or import of any improvement to or modification of the software, unless such development falls outside of the authorised use. f) Liability Except in respects of the parties’ obligations relating to indemnification and confidentiality, each party’s and its affiliates’ entire liability to the other party or its affiliates shall not exceed $1 million. The maximum aggregate liability for either party will not exceed $5 million for the party’s unintentional breach of its obligations relating to confidentiality. Under no circumstances will either party’s aggregate liability pursuant to this agreement exceed the amount of the consideration ($10 million). In addition, neither party will be liable to the other for any delay or failure to perform any obligation under this agreement resulting from a force majeure event. g) Material Warranties and Indemnities The Company will indemnify Personatech from and against any damages and costs awarded against Personatech deriving from any claim by a third party relating to (a) the Company’s use of the software or platform services; (b) any Company data or any product or service offered by the Company in connection with the software or platform services; or (c) the Company’s violation of any applicable law or regulation, including any intellectual property rights or data protection regulation, rules, or laws. h) Confidentiality Each party will use the same degree of care that it uses to protect its own confidential information of like kind to (a) not use any confidential information of the disclosing party for any purpose outside the scope of this agreement, and (b) except as otherwise authorised by the disclosing party in writing, limit access to confidential information to those of its and its affiliates’ employees and contractors who need that access for purposes consistent with this agreement and who have signed confidentiality agreements. i) Termination Provisions Either party may terminate the agreement and any remaining performance obligations upon written notice to the other party if the other party: (i) fails to cure any material breach of this agreement within 60 days of receipt of written notice; (ii) ceases operation without a successor; or (iii) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party and is not dismissed within 60 days.

230 Upon any expiration or termination of this agreement, Personatech may immediately cease provision of any remaining transition services and platform services and the Company will immediately cease use of and access to the platform services, any platform services passwords or access codes, and any other Personatech confidential information in its possession. Any termination of the agreement will not terminate Personatech’s obligation to deliver the final instantiation of the software, and the perpetual software licence granted to the Company shall survive any expiry or termination of the agreement. j) Assignment The parties are not permitted to assign their rights or obligations under this agreement without the advance written consent of the other party, except that either party may assign this agreement in connection with a change of control of the assigning party.

8.7 Mining Indaba Acquisition Agreement Africa Oil Week Ltd (now known as Hyve Events South Africa Holdco Limited) (as buyer) (“AOW”), Euromoney Trading Limited (as seller) (“Euromoney Trading”), the Company (as buyer guarantor) and Euromoney Institutional Investor plc (as seller guarantor) (“Euromoney PLC”) entered into a business purchase agreement (“Mining Indaba BPA”)on 2 October 2018 relating to the acquisition by AOW of the business and assets comprising Mining Indaba. Pursuant to the terms of the Mining Indaba BPA, AOW acquired the business and those tangible and intangible assets required to operate Mining Indaba on 23 October 2018 for a base consideration of £30.1 million, on a cash-free, debt-free basis and subject to normalised working capital. The initial cash consideration of £20.0 million was paid on completion of the acquisition, with a deferred cash consideration payment of £8,718,920 being paid on 1 June 2019. Euromoney Trading gave legal, title and commercial warranties to AOW of a type customary for a transaction of this nature, including in respect of the business and assets forming Mining Indaba, and accounting and financial matters. In addition, Euromoney Trading gave covenants to AOW not to, for a period of two years from 23 October 2018, engage in certain activities which could be considered to reduce the value or damage the goodwill attaching to Mining Indaba. The Company guaranteed due and punctual performance by AOW of all of its obligations arising out of or in connection with the Mining Indaba BPA, including granting an indemnity to Euromoney Trading in respect of any loss suffered by reason of delay/default of AOW in performing such obligations. Equally, Euromoney PLC guaranteed due and punctual performance by Euromoney Trading of all of its obligations arising out of or in connection with the Mining Indaba BPA, including granting an indemnity to AOW in respect of any loss suffered by reason of delay/default of Euromoney Trading in performing such obligations. The Mining Indaba BPA is governed by the laws of England. In connection with the acquisition of the Mining Indaba Event, AOW and Euromoney Trading entered into a transitional services agreement on 23 October 2018 under which Euromoney Trading agreed to provide (directly or via its associates) certain services (generally relating to IT matters and fiscal and accounting matters) as required by AOW for specified terms.

8.8 ITE Expo LLC Disposal Agreement ITE Enterprises Limited (now known as Hyve Enterprises Limited) (as seller 1), ITE International Holdings B.V. (as seller 2) (together, “ITE Sellers”) and Shtab-Expo Limited Liability Company (as buyer) (“Shtab”) entered into a sale and purchase agreement (“ITE Expo SPA”) on 25 September 2018 relating to the disposal of the entire issued share capital of ITE Expo LLC (“ITE Expo”), the operating company of 56 of the Group’s Non-Core Events in Russia at that time. Pursuant to the terms of the ITE Expo SPA, and following approval by the Company’s shareholders at a general meeting held on 24 September 2018, on 4 October 2018, the ITE Sellers disposed of 100 per cent. of the issued share capital of ITE Expo for base

231 consideration of 640 million Roubles (approximately £8 million at the time) payable over the nine years following completion of the disposal, together with additional variable consideration of up to 400 million Roubles (approximately £5 million at the time) based on ITE Expo’s incremental revenue growth during this period, provided that if Shtab has by 30 September 2023 paid consideration of RUB 520 million (approximately £6.5 million at the time of the ITE Expo SPA), exclusive of variable consideration based on incremental revenue growth, this will satisfy in full Shtab’s obligation to pay the consideration, including any future variable consideration. The ITE Sellers gave legal and title warranties to Shtab of a type customary for a transaction of this nature, including in respect of their corporate status and ability to enter into the ITE Expo SPA. Indemnities were also granted by the ITE Sellers to Shtab in respect of various matters, including certain known tax risks and specified business matters. The ITE Expo SPA is governed by the laws of Russia. In connection with the disposal of ITE Expo various ancillary agreements were entered into, including two transitional services agreements under which it was agreed the Group would provide certain services (generally relating to IT matters and fiscal and accounting matters) to ITE Expo for specified terms.

8.9 ECMI ITE Asia Sdn. Bhd Disposal Agreement International Trade and Exhibitions Overseas Limited (now known as Hyve Overseas Limited) (as seller) (“ITE OS”) and UBMMG Holdings SDN. BHD. (as buyer) (“UBMMG”) entered into a sale and purchase agreement (“ECMI SPA”) on 25 July 2018 relating to the disposal of ITE OS’s 75 per cent. stake in the issued share capital of ECMI ITE Asia SDN. BHD. (“ECMI”), the holding company of the Cosmobeauté series of beauty trade exhibitions, and the biennial Lab series of Scientific Instrument and Laboratory Equipment trade exhibitions. Pursuant to the terms of the ECMI SPA, ITE OS disposed of 75 per cent. of the issued share capital of ECMI (being the entire interest in ECMI held by ITE OS) for a base consideration of 15 million Malaysian Ringgit (approximately £2.8 million on the date of the disposal), subject to adjustment as calculated by reference to completion accounts. ITE OS gave legal, title and commercial warranties to UBMMG of a type customary for a transaction of this nature, including in respect of the business of ECMI, accounting and financial matters and assets and property. In addition, ITE OS gave covenants to UBMMG not to, for a period of two years from the date of the disposal, engage in certain activities which could be considered to reduce the value or damage the goodwill of ECMI. Indemnities were also granted by ITE OS to UBMMG in respect of various matters, including any defect in ITE OS’s title to the shares being sold, any tax liability unpaid by ECMI at the date of the ECMI SPA and certain known contingent liabilities. The ECMI SPA is governed by the laws of Malaysia. In connection with the disposal of its stake in ECMI, ITE OS and UBMMG entered into a transitional services agreement on 25 July 2018 under which ITE OS agreed to provide certain services (generally relating to IT matters and fiscal and accounting matters) to ECMI for specified terms.

8.10 Ascential Events Acquisition Agreement ITE Enterprises Limited (now known as Hyve Enterprises Limited) (as buyer) (“ITE Enterprises”), Ascential UK Holdings Limited (as seller) (“Ascential Holdings”), the Company (as buyer guarantor) and Ascential Group Limited (as seller guarantor) (“Ascential Group”) entered into a sale and purchase agreement (“Ascential SPA”) on 15 May 2018 relating to the acquisition by ITE Enterprises of the entire issued share capital of Ascential Events.

232 Pursuant to the terms of the Ascential SPA, subject to satisfaction of the applicable conditions, on 17 July 2018, ITE Enterprises acquired the entire issued share capital of Ascential Events for consideration based on an enterprise value of £300 million (calculated on a cash-free debt- free basis and subject to normalised working capital adjustment as calculated by reference to completion accounts). Ascential Holdings gave legal, title and commercial warranties to ITE Enterprises of a type customary for a transaction of this nature, including in respect of the business of Ascential Events, accounting and financial matters and assets and property. Ascential Holdings also granted ITE Enterprises an indemnity in respect of any loss arising from certain matters, including the pre-completion reorganisation of the Ascential group and that Ascential business expressly excluded from the sale. In addition, Ascential Holdings gave covenants to ITE Enterprises not to, for a period of 18 months from 17 July 2018, engage in certain activities which could be considered to reduce the value or damage the goodwill attaching to Ascential Events. The Company guaranteed performance and observance by ITE Enterprises of all of its obligations arising out of or in connection with the Ascential SPA, including an undertaking to pay any amount which ITE Enterprises fails to pay. Equally, Ascential Group guaranteed performance and observance by Ascential Holdings of all of its obligations arising out of or in connection with the Ascential SPA, including an undertaking to pay any amount which Ascential Holdings fails to pay. ITE Enterprises also provided a guarantee in respect of certain known property matters. The Ascential SPA is governed by the laws of England. In connection with the acquisition of Ascential Events, Ascential Group and Ascential Events entered into a transitional services agreement on 17 July 2018 under which Ascential Group agreed to provide (directly or via its associates) certain services (generally relating to IT matters and fiscal and accounting matters) as required by Ascential Events for specified terms. A reverse transitional services agreement was also entered into on the same date, between the same parties, providing for the provision of certain services by Ascential Events to Ascential Group for a specified period.

8.11 Ascential Events Limited Underwriting Agreement On 6 June 2018, the Company, Numis and Investec Bank plc (together the “2018 Underwriters”) entered into an underwriting agreement (“2018 Underwriting Agreement”) pursuant to which the 2018 Underwriters agreed to underwrite a rights issue to be conducted by the Company to partly fund the acquisition of Ascential Events (“2018 Rights Issue”). Pursuant to the 2018 Underwriting Agreement, the 2018 Underwriters agreed to use reasonable endeavours to procure subscribers for all (or as many as possible) of those Ordinary Shares which were not taken up under the 2018 Rights Issue. On 11 July, the 2018 Underwriters procured subscribers for all of the 8,277,793 Ordinary Shares for which valid acceptances in respect of the 2018 Rights Issue were not received, at a price of 85 pence per New Ordinary Share. The 2018 Underwriters’ obligations under the 2018 Underwriting Agreement were conditional on certain customary and other conditions, all of which were satisfied within the relevant time periods. Under the 2018 Underwriting Agreement, the Company agreed to pay the 2018 Underwriters an underwriting commission equal to 2.25 per cent. of the gross proceeds of the 2018 Rights Issue. The Company gave to the 2018 Underwriters certain customary representations, warranties and undertakings, including, among other things, warranties in relation to the Group’s business, its accounting information and the proposed acquisition of Ascential Events. The 2018 Underwriting Agreement is governed by the laws of England and Wales.

233 9. WORKING CAPITAL In the opinion of the Company, taking into account the net proceeds from the Rights Issue and the bank facilities available to the Group, the working capital available to the Group is sufficient for its present requirements (that is, for at least the next 12 months following the date of this document). In making the above working capital statement, the Company, as required by the ESMA Recommendations, has assessed whether there is sufficient margin or headroom to cover a reasonable worst case scenario. COVID-19 has resulted in significantly increased levels of uncertainty for the Company, with a wide range of possible scenarios and consequential financial impacts. For the purposes of this working capital statement, the Company has formed its view of a reasonable worst case scenario using the following COVID-19-specific assumptions, which the working capital statement is therefore dependent upon: (i) None of the Group’s events take place until 1 January 2021, with the exception of ChinaCoat, its 50 per cent. owned joint venture event due to take place in December 2020, five domestic Chinese events due to take place during summer 2020 and one domestic Chinese event due to take place in November 2020. (ii) All other events currently scheduled to take place prior to 30 September 2020 are assumed to be cancelled while events that were originally scheduled to take place, prior to the Outbreak, in the three month period ending 31 December 2020 are postponed until later in FY 2021. (iii) As a result, revenue for FY 2020 is expected to be below expectations prior to the Outbreak by approximately 60 per cent. and approximately 55 per cent. below revenue for FY 2019. (iv) Revenue for FY 2021 is below expectations prior to the Outbreak by approximately 30 per cent. and below revenue for FY 2019 by approximately 10 per cent., on the assumption that the global economic backdrop will take some time to stabilise and sales cycles will be reduced. The working capital statement in this Prospectus has been prepared in accordance with the ESMA Recommendations and the technical supplement to the FCA Statement of Policy published on 8 April 2020 relating to the Outbreak.

10. SIGNIFICANT CHANGE There has been no significant change in the financial performance or the financial position of the Group since 31 March 2020, the date to which the latest financial information of the Group was published, save and except for the continued development of the Outbreak, as described in paragraphs 1, 2.1 to 2.8 and 2.14 of the section of this document headed “Risk Factors” and paragraph 2 of Part I (Letter from the Chairman of Hyve Group plc) and details of the events which have been cancelled or postponed in response to COVID-19 set out in Part A of Appendix II.

11. LEGAL AND ARBITRATION PROCEEDINGS There are no governmental, legal or arbitration proceedings (including any such proceedings pending or threatened of which the Company is aware) during the period covering the twelve months preceding the date of this document, which may have, or have had in the recent past, significant effects on the financial position or profitability of the Company and/or the Group.

12. REGULATORY DISCLOSURES The Company regularly arranges the publication of announcements through an RIS system and the Company’s website. Below is a summary of the information disclosed in accordance with the Company’s obligations under the Market Abuse Regulation over the last 12 months relevant as at the date of this prospectus. In addition to the RIS system, full announcements can be accessed on the webpage of the Company at www.hyve.group. 12.1 Inside information (i) On 18 December 2019, by way of two announcements, the Company announced it had acquired Shoptalk and Groceryshop for a total consideration of $145.3 million (£110.1 million based on a conversion rate of £1 to $1.32 as at 18 December 2019) on a cash free, debt free basis. By way of third and fourth announcements on the same date, the

234 Company further announced its intention to immediately conduct: (a) the placing of up to 59,584,541 new Ordinary Shares in the Company to existing Shareholders and other investors; and (b) a direct subscription for 14,577,259 new Ordinary Shares in the Company by the founders and management team of Shoptalk and Groceryshop. Together, such placing and subscription would result in the issue of 74,161,800 new ordinary shares, representing approximately 9.99 per cent. of the issued ordinary share capital of the Company prior to such placing and subscription. (ii) On 19 December 2019, the Company announced the successful completion: (a) of the placing of 59,584,541 new Ordinary Shares in the Company at a price of 88 pence per share (representing a discount of 2.8 per cent. to the closing price on 18 December 2019) and (b) of the direct subscription described at paragraph 12.1(i) above. Together, the placing and subscription raised gross proceeds of approximately £63.9 million. (iii) Periodic financial information Over the last 12 months, the Company released the following periodic financial information as inside information under the Market Abuse Regulation: (a) On 3 April 2019, the Company announced a trading update for the six months ended 31 March 2019, prior to publication of its interim results in respect of the same period. (b) On 14 May 2019, the Company announced its interim (unaudited) results for the six month period ended 31 March 2019. (c) On 3 July 2019, the Company announced a trading update for the Group’s third quarter trading period from ended 30 June 2019. (d) On 3 October 2019, the Company announced a trading update for FY 2019, prior to publication of its preliminary results announcement in respect of the same period. (e) On 3 December 2019, the Company announced its preliminary results for FY 2019. (f) On 18 December 2019, the Company announced its annual report for FY 2019. (g) On 23 January 2020, the Company announced a trading update for the period commencing 1 October 2019 and ended 23 January 2020, coinciding with the general annual meeting of the Company held on the same date.

12.2 Dealings by persons discharging managerial responsibilities and their persons closely associated Over the last 12 months, the Company disclosed the following PDMR dealings in accordance with its obligations under Article 19 of the Market Abuse Regulation: (i) On 16 May 2019, the Company announced that Richard Last had purchased 50,000 Ordinary Shares. (ii) On 10 June 2019, the Company announced that Nicholas Backhouse and his closely associated person Mrs Audrey Margaret Backhouse had purchased 50,000 Ordinary Shares. (iii) On 11 June 2019, the Company announced that Helen Milburn (the Company’s General Counsel) had, pursuant to the PSP, been awarded nominal options in respect of 170,000 Ordinary Shares. (iv) On 9 July 2019, the Company announced that Andrew Beach had purchased 25,000 Ordinary Shares via his self-invested personal pension account. (v) On 11 July 2019, the Company announced that Richard Last had beneficially acquired 120,000 Ordinary Shares, by way of 50,000 Ordinary Shares into his ISA, 50,000 Ordinary Shares purchased in his individual capacity and 20,000 Ordinary Shares into his pension, Lynx SSAS. (vi) On 15 July 2019, the Company announced that Richard Last had beneficially acquired 80,000 Ordinary shares, by way of 2,400 Ordinary Shares purchased in his individual capacity and 77,600 Ordinary Shares into his pension, Lynx SSAS.

235 (vii) On 20 December 2019, the Company announced that, as part of the 2019 Placing, Andrew Beach had subscribed for 25,000 Ordinary Shares, Richard Last had subscribed for 100,000 Ordinary Shares and Mark Shashoua had subscribed for 568,181 Ordinary Shares. (viii) On 28 January 2020, the Company announced that, pursuant to the PSP, Andrew Beach had been awarded nominal options over 220,149 Ordinary Shares, John Gulliver (the Company’s Chief Operating Officer) had been awarded nominal options over 192,164 Ordinary Shares, Corina Holmes (the Company’s Chief People Officer) had been awarded nominal options over 167,910 Ordinary Shares, Helen Milburn (the Company’s General Counsel) had been awarded nominal options over 132,929 Ordinary Shares and Mark Shashoua had been awarded nominal options over 458,955 Ordinary Shares. (ix) On 30 January 2020, the Company announced that, pursuant to the DSBP, Mark Shashoua had been granted conditional share awards in respect of 97,866 Ordinary Shares and Andrew Beach had been granted conditional share awards in respect of 46,558 Ordinary Shares. (x) On 3 February 2020, the Company announced that Andrew Beach had purchased 10,000 Ordinary Shares via his self-invested personal pension account.

12.3 Voluntary liquidation of BPDL Limited Richard Last resigned as a director of BPDL Limited, a private limited company, on 8 March 2020. On 16 March 2020, the shareholders of BPDL Limited resolved that the company be wound up voluntarily and a notice of statutory declaration of solvency was filed by the company.

13. CONSENTS Numis has given and has not withdrawn its written consent to the inclusion in this document of its name and the references to it in the form and context in which they are included. HSBC has given and has not withdrawn its written consent to the inclusion in this document of its name and the references to it in the form and context in which they are included. Barclays has given and has not withdrawn its written consent to the inclusion in this document of its name and the references to it in the form and context in which they are included. BDO has given and has not withdrawn its written consent to the inclusion in this document of its report in Section B of Part VIII (Unaudited Pro Forma Financial Information) of this document and has authorised the contents of that part of this document for the purposes of paragraph 5.3.2R(2)(f) of the Prospectus Regulation Rules. A written consent under the Prospectus Regulation Rules is different from a consent filed with the SEC under Section 7 of the US Securities Act. BDO LLP has not filed and will not be required to file a consent under Section 7 of the US Securities Act.

14. GENERAL The registrars of the Company and the receiving agents for the Rights Issue are Equiniti Limited. BDO LLP is registered to carry out audit work in the UK and have been appointed to audit the accounts of the Company for FY 2020. The total costs, charges and expenses of the Rights Issue are estimated to amount to approximately £9.8 million (excluding any amounts in respect of VAT thereon). The net proceeds of the Rights Issue are expected to amount to approximately £116.8 million. Following the Share Consolidation, the Company is expected to have approximately 81,578,026 Consolidated Ordinary Shares in issue (subject to fractional entitlements). Up to 183,550,558 New Ordinary Shares will be issued in the Rights Issue. The New Ordinary Shares represent approximately 225.0 per cent. of the Consolidated Ordinary Shares that will be in issue immediately following to the Share Consolidation. Qualifying Shareholders who take up their pro rata entitlement in full will suffer no dilution to their interests in the Company (calculated on the basis of the Consolidated Ordinary Shares). Qualifying Shareholders who do not take up any of their rights to take up the New Ordinary Shares will suffer an immediate dilution of approximately

236 69.2 per cent. in their interests in the Company (calculated on the basis of the Existing Ordinary Shares). Subject to certain exceptions, Shareholders in the United States and the Excluded Territories will not be able to participate in the Rights Issue. The New Ordinary Shares are not being marketed or made available to the public in whole or in part other than in connection with the Rights Issue. Documents to be sent to Shareholders will be posted to their registered addresses and, in the case of joint holders, will be posted to the registered address of the first-named holder. In addition, appropriate public announcements and advertisements will be made in accordance with the Listing Rules.

15. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents will be available for inspection on the Company’s website at www.hyve.group: (a) the Articles of Association; (b) the Group’s audited statutory accounts for FY 2019; (c) the Group’s unaudited interim accounts for the six months ended 31 March 2020; (d) the report prepared by BDO on the unaudited pro forma financial information as set out in Section B of Part VIII (Unaudited Pro Forma Financial Information) of this document; (e) the written consents referred to in paragraph 13 above; and (f) this document.

237 PART XI

DOCUMENTS INCORPORATED BY REFERENCE

This document should be read and construed in conjunction with the following documents which have been previously published and filed with the FCA and which shall be deemed to be incorporated in, and form part of, this document:

Page number in the reference Reference document Information incorporated by reference documents

Hyve Group plc interim results for Condensed consolidated income statement page 17 the six month period ended Condensed consolidated statement of page 18 31 March 2020 comprehensive Income Condensed consolidated statement of pages 19-21 changes in equity Condensed consolidated statement of financial pages 22-23 position Condensed consolidated cash flow statement page 24 Notes to the condensed consolidated financial pages 25-46 statements Independent review report page 47 Hyve Group plc Annual Report and Audited information within the remuneration pages 85 and Accounts for FY 2019 report 87 Independent auditors’ report pages 95-103 Consolidated income statement page 104 Consolidated statement of comprehensive page 105 Income Consolidated statement of changes in equity page 106 Consolidated statement of balance sheet page 107 Consolidated cash flow statement page 108 Notes to the consolidated financial statements pages 109-154 Hyve Group plc Annual Report and Audited information within the remuneration pages 77 and Accounts for FY 2018 report 79 Independent auditors’ report pages 87-95 Consolidated income statement page 96 Consolidated statement of comprehensive page 97 income Consolidated statement of balance sheet pages 98-99 Consolidated statement of changes in equity page 100 Consolidated cash Flow statement page 101 Notes to the consolidated financial statements pages 102-146 Hyve Group plc Annual Report and Audited information within the remuneration pages 64 and Accounts for FY 2017 report 67 Independent auditors’ report pages 74-81 Consolidated income statement page 82 Consolidated statement of comprehensive page 83 income Consolidated statement of balance sheet page 86 Consolidated statement of changes in equity pages 84-85 Consolidated cash flow statement page 87 Notes to the consolidated financial statements pages 89-131

Information that is itself incorporated by reference in the above documents is not incorporated by reference into this document. It should be noted that, except as set out in the cross-reference list in Part VII (Historical Financial Information) of this document, no other portion of the above documents

238 are incorporated by reference into this document and those portions which are not specifically incorporated by reference in this document are either not relevant for prospective investors or the relevant information is included elsewhere in this document. Any statement contained in a document which is deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purpose of this document to the extent that a statement contained herein (or in a later document which is incorporated by reference herein) modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded for the purpose of this document shall not be deemed, except as so modified or superseded, to constitute a part of this document. Copies of the documents which are incorporated by reference in this document are available as provided in paragraph 15 in Part X (Additional Information) of this document. Shareholders and any other person to whom this document is sent may request hard copies of the information incorporated by reference by telephoning Hyve on +44 (0)20 3545 9400. Hard copies of the documents incorporated by reference will not be sent unless requested.

239 APPENDIX I – DEFINITIONS

The definitions set out below apply throughout this document, unless the context requires otherwise. “10 per cent. US Shareholder” has the meaning given to it in paragraph 5.7 of Part IX (Taxation); “2018 Rights Issue” has the meaning given to it in paragraph 8.11 of Part X (Additional Information); “2018 Underwriters” has the meaning given to it in paragraph 8.11 of Part X (Additional Information); “2018 Underwriting Agreement” has the meaning given to it in paragraph 8.11 of Part X (Additional Information); “2019 Placing” has the meaning given to it in paragraph 8.5 of Part X (Additional Information); “2019 Placing Agreement” has the meaning given to it in paragraph 8.5 of Part X (Additional Information); “2019 Subscription” has the meaning given to it in paragraph 8.4 of Part X (Additional Information); “Admission” admission of the New Ordinary Shares, nil paid, issued in connection with the Rights Issue and admission of the Consolidated Ordinary Shares to the premium listing segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange; “AEO” has the meaning given to it in paragraph 2 of Part I (Letter from the Chairman of Hyve Group plc); “Annual Report and Accounts” in relation to a financial year means the annual report and accounts of the Company for that year; “AOW” has the meaning given to it in paragraph 8.6 of Part X (Additional Information); “Articles of Association” the articles of association of the Company, as amended from time or “Articles” to time; “Ascential Events” Ascential Events Limited; “Ascential Events Acquisition” has the meaning given to it in paragraph 1.2 of Part V (Information on the Group); “Ascential Group” has the meaning given to it in paragraph 8.10 of Part X (Additional Information); “Ascential Holdings” has the meaning given to it in paragraph 8.10 of Part X (Additional Information); “Ascential SPA” has the meaning given to it in paragraph 8.10 of Part X (Additional Information); “BACS Facility Agreement” the agreement entered into between certain members of the Group and Barclays pursuant to which certain members of the Group have access to a £4 million unsecured loan facility to allow those members of the Group to make payments by way of Bankers Automated Clearing Service (BACs); “Barclays” Barclays Bank PLC, a company incorporated in England and Wales with registered number 01026167, whose specified office is at 5 The North Colonnade, Canary Wharf, London E14 4BB; “Board” the board of directors of the Company from time to time; “Brexit” the exit of the United Kingdom from the European Union; “Bribery Act” the Bribery Act 2010;

240 “BRSA” Banking Regulation and Supervisory Authority; “Business Day” any day on which banks are generally open in London for the transaction of business other than a Saturday or Sunday or public holiday; “Buyer Parties” has the meaning given to it in paragraph 8.2 of Part X (Additional Information); “CARES Act” has the meaning given to it in paragraph 2 of Part 1 (Letter from the Chairman of Hyve Group plc); “CCFF” has the meaning given to it in paragraph 2 of Part 1 (Letter from the Chairman of Hyve Group plc); “CCPA” the California Consumer Privacy Act; “certificated” or “in certificated a share or other security which is not in uncertificated form (that is, form” not in CREST); “CFC” has the meaning given to it in part 5 of Part IX (Taxation); “CGUs” has the meaning given to it in paragraph 6.5 of Part VI (Operating and Financial Review); “City Code on Takeovers and the UK City Code on Takeovers and Mergers; Mergers” “Closing Price” the closing, middle market quotation in pounds sterling of an Existing Ordinary Share, as published in the Daily Official List; “CMB” Turkish Capital Markets Board; “Consolidated Closing Price” the Closing Price multiplied by the Consolidation Ratio; “Consolidated Ordinary Share” one ordinary share of 10 pence, being the Existing Ordinary Shares multiplied by the Consolidation Ratio as a result of the Consolidation Resolution; “Consolidation Ratio” the consolidation of 10 Existing Ordinary Shares into one Consolidated Ordinary Share; “Consolidation Record Date” 6.00 p.m. on 27 May 2020; “Consolidation Resolution” means the First Resolution to be proposed at the General Meeting and as further described in paragraph 10 of Part I (Letter from the Chairman of Hyve Group plc); “Committed Shares” for the purposes of paragraph 7.1 Part X (Additional Information) means the Ordinary Shares held by each Director (whether as the beneficial and/or registered holder (or in respect of which they are otherwise able to control the exercise of all rights attaching to them)); “Companies Act” the Companies Act 2006, as amended, modified or re-enacted from time to time; “Core Events” means those events that the Directors believe are of strategic importance to the Group’s future, including the Group’s largest events and those with the greatest potential for growth; “Corporations Act” the Australian Corporations Act 2001; “COVID-19” the novel coronavirus disease 2019; “CPG” consumer packaged goods; “CREST” Certificates Registry for Electronic Share Transfer; “CREST Deposit Form” the CREST deposit form set out on page 4 of the Provisional Allotment Letter;

241 “CREST Manual” the rules governing the operation of CREST, consisting of the CREST Reference Manual, CREST International Manual, CREST Central Counterparty Service Manual, CREST Rules, Registrars Service Standards, Settlement Discipline Rules, CREST CCSS Operations Manual, Daily Timetable, CREST Application Procedure and CREST Glossary of Terms (all as defined in the CREST Glossary of Terms promulgated by Euroclear on 15 July 1996, as amended); “CREST member” a person who has been admitted by Euroclear as a system- member (as defined in the CREST Regulations); “CREST participant” a person who is, in relation to CREST, a system participant (as defined in the CREST Regulations); “CREST Proxy Instruction” the message used for a proxy appointment made by means of CREST; “CREST Regulations” the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended from time to time; “CREST Shareholders” Shareholders holding Ordinary Shares in CREST in uncertificated form; “CREST sponsor” a CREST participant admitted to CREST as a CREST sponsor; “CREST sponsored member” a CREST member admitted to CREST as a sponsored member; “CTT” has the meaning given to it in paragraph 2 of Part I (Letter from the Chairrman of Hyve Group plc); “CWIEME” has the meaning given to it in paragraph 1.1.6 of Part V (Information on the Group); “Daily Official List” the daily official list of the London Stock Exchange; “Directors” the directors of the Company at the date of this document and “Director” means any one of them; “Disclosure Guidance and the disclosure guidance and transparency rules made by the FCA Transparency Rules” or “DTRs” under Part VI of FSMA (as set out in the FCA Handbook), as amended; “Discretionary Scheme” the Hyve 2009 Discretionary Share Option Scheme (as amended); “DSBP” means the Hyve Deferred Share Bonus Plan 2017; “EBITDA” earnings before taxation, net financing costs, depreciation and amortisation; “ECMI” has the meaning given to it in paragraph 8.9 of Part X (Additional Information); “ECMI SPA” has the meaning given to it in paragraph 8.9 of Part X (Additional Information); “EEA State” any individual member state of the EEA; “Enlarged Share Capital” the expected issued ordinary share capital of the Company immediately following the issue of the New Ordinary Shares pursuant to the Rights Issue; “ERP System” the Group’s proposed enterprise resource planning and management integrated software solution; “ESOT” the Hyve Employees’ Share Trust;

242 “ESMA Recommendations” European Securities and Markets Authority’s update of the Committee of European Securities Regulators’ recommendations for the consistent implementation of the EU Regulations on Prospectuses; “EU” the European Union; “Euro” and “€” the lawful currency of the EU (as adopted by certain member states of the EU); “Euroclear” Euroclear UK & Ireland Limited; “Euromoney PLC” has the meaning given to it in paragraph 8.6 of Part X (Additional Information); “Euromoney Trading” has the meaning given to it in paragraph 8.6 of Part X (Additional Information); “European Economic Area” the member states of the EU, Iceland, Norway and Liechtenstein; or “EEA” “Excluded Territories” Australia, Canada, Japan, South Africa, the United States, New Zealand and any other jurisdiction where the extension or availability of the Rights Issue (and any other transaction contemplated thereby) would breach any applicable law (and “Excluded Territory” means any one of them); “Executive Directors” Mark Shashoua and Andrew Beach (and “Executive Director” means any one of them); “Ex-Rights Date” 8.00 a.m. on 28 May 2020; “Existing Ordinary Shares” the ordinary shares of 1 pence each in the capital of the Company; “Facilities” the facilities made available to the Company pursuant to an amendment and restatement agreement dated 17 December 2019 between (1) the Company (2) Barclays Bank PLC, HSBC UK Bank plc, HSBC Bank USA N.A., Commerzbank AG, London Branch and Citibank, N.A, London Branch (as mandated lead arrangers); (3) Barclays Bank PLC (as agent); and (4) Barclays Bank PLC (as security agent) in relation to a senior term and revolving facilities agreement originally dated 22 November 2017, as amended and restated on 1 June 2018, as amended by a consent letter on 11 July 2018 and by the Waiver Letters, comprising a £100 million term loan facility and a £150 million revolving credit facility with a £50 million incremental facilities accordion option; “FCA” or “Financial Conduct the Financial Conduct Authority of the United Kingdom or any Authority” successor body or bodies carrying out the functions currently carried out by the Financial Conduct Authority; “FCA Handbook” the handbook of rules and guidance bade by the FCA under FSMA; “FCPA” the United States Foreign Corrupt Practices Act, as amended; “FinSA” the Swiss Financial Services Act; “First Instruction” has the meaning given to it in paragraph 5.2.7(iv) of Part IV (Terms and Conditions of the Rights Issue); “First Waiver Letter” the waiver letter dated 7 April 2020 relating to certain financial covenant tests (among other things) under the Facilities Agreement and entered into between the Company and Barclays Bank PLC (as agent and security agent under the Facilities Agreement);

243 “Form of Proxy” the form of proxy for use at the General Meeting which accompanies this document; “Fully Paid Rights” rights to acquire New Ordinary Shares, fully paid; “FSMA” the Financial Services and Markets Act 2000, as amended; “FY 2016” the financial year ended 30 September 2016; “FY 2017” the financial year ended 30 September 2017; “FY 2018” the financial year ended 30 September 2018; “FY 2019” the financial year ended 30 September 2019; “FY 2020” the financial year ended 30 September 2020; “FY 2021” the financial year ended 30 September 2021; “GDP” gross domestic product; “GDPR” the EU General Data Protection Regulation (EU) 2016/679; “Gehua” has the meaning given to it in paragraph 1.2 of Part V (Information on the Group); “General Meeting” the general meeting of the Company to be convened pursuant to the notice set out in this document (including any adjournment thereof); “Groceryshop” Groceryshop LLC; “HMRC” HM Revenue & Customs; “Hosted Buyers Programme” those meeting programmes dedicated to hosted matching of key buyers and/or decision makers, and in the case of Shoptalk and Groceryshop by reference to those responsible for buying or evaluating retail or e-commerce technology; “HSBC” HSBC Bank plc, a company incorporated in England and Wales with registered number 00014259, whose registered office is at 8 Canada Square, London E14 5HQ; “Hyve Group” or “the Group” the Company together with its subsidiaries and subsidiary undertakings; “Hyve Share Plans” the Discretionary Scheme, the DSBP, the KCP and PSP; “Hyve” or “the Company” Hyve Group plc, a company incorporated in England and Wales with registered number 01927339, whose registered office is at 2 Kingdom Street, London, England, W2 6JG; “IFRS” International Financial Reporting Standards as adopted for use by the EU; “Interim Results for 2020” has the meaning givien to it in paragraph 1 of Part VII (Historical Financial Information); “Internal Revenue Code” has the meaning given to it in paragraph 5 of Part IX (Taxation); “Internal Revenue Regulations” has the meaning given to it in paragraph 5 of Part IX (Taxation); “IRS” United States Internal Revenue Service; “Issue Price” the price at which the New Ordinary Shares are issued pursuant to the Rights Issue being 69 per New Ordinary Share; “ITE Enterprises” has the meaning given to it in paragraph 8.10 of Part X (Additional Information); “ITE Expo” has the meaning given to it in paragraph 8.8 of Part X (Additional Information);

244 “ITE Expo SPA” has the meaning given to it in paragraph 8.8 of Part X (Additional Information); “ITE OS” has the meaning given to it in paragraph 8.9 of Part X (Additional Informtion); “ITE Sellers” has the meaning given to it in paragraph 8.8 of Part X (Additional Information); “Joint Bookrunners” or “Joint Barclays, HSBC and Numis; Underwriters” “KCP” the ITE Key Contractors’ Performance Share Plan 2014 (as amended); “KIOGE” Kazakhstan International Oil & Gas Exhibition; “Listing Rules” the listing rules made under Part VI of FSMA (as set out in the FCA Handbook), as amended from time to time; “London Gazette” the official newspaper of the Crown; “London Stock Exchange” London Stock Exchange plc or its successor(s); “Market Abuse Regulation” or Regulation (EU) No 596/2014; “MAR” “Merger Agreement” has the meaning given to it in paragraph 8.2 of Part X (Additional Information); “MiFID II” European Union Directive 2014/65/EU, as amended; “MiFID II Product Governance has the meaning set out in the paragraph headed “Information to Requirements” Distributors”; “Mining Indaba” has the meaning set out in paragraph 14.1.7 of Part V (Information on the Group); “Mining Indaba BPA” has the meaning given to it in paragraph 8.6 of Part X (Additional Information); “MIOGE” Moscow International Oil & Gas Exhibition; “MITT” has the meaning set out in paragraph 1.1.9 of Part V (Information on the Group); “Money Laundering the Money Laundering Regulations 2007, as amended; Regulations” “New Ordinary Shares” up to 183,550,558 new Ordinary Shares of 10 pence each which the Company will allot and issue pursuant to the Rights Issue; “NI 33-105” has the meaning given to it in paragraph 7.5.6 of Part IV (Terms and Conditions of the Rights Issue); “Nil-Paid Rights” the rights to acquire New Ordinary Shares, nil paid; “Nil Rate Amount” has the meaning given to it in part 1 of Part IX (Taxation); “Non-Core Events” those events in respect of which the Directors believe performance is largely defined by end-market or local conditions and where investment would be less likely to deliver a return; “Non-Executive Directors” Richard Last, Nicholas Backhouse, Sharon Baylay and Stephen Puckett (and “Non-Executive Director” means any one of them); “Non US Holder” has the meaning given to it in paragraph 5 of Part IX (Taxation); “Notice” the notice of the General Meeting contained in this document;

245 “Numis” Numis Securities Limited, a company incorporated in England and Wales with registered number 02285918, whose registered office is at 10 Paternoster Square, London EC4M 7LT; “Official List” the list maintained by the UK Listing Authority in accordance with section 74(1) of FSMA for the purposes of Part VI of FSMA; “Ordinary Shares” ordinary shares of 1 pence each in the capital of the Company prior to the Share Consolidation and ordinary shares of 10 pence each in the capital of the Company following the Share Consolidation; “Outbreak” the 2019-2020 outbreak of COVID-19; “Overseas Shareholders” Shareholders with registered addresses outside the United Kingdom or who are incorporated in, registered in or otherwise resident or located in, countries outside the United Kingdom and “Overseas Shareholder” shall be construed accordingly; “participant ID” the identification code or membership number used in CREST to identify a particular CREST member or CREST participant; “PCAOB Standards” Public Companies Accounting Oversight Board Standards; “Personatech Licence has the meaning given to it in paragraph 1.1 of Part V (Information Agreement” on the Group); “PFIC” has the meaning given to it in part 5 of Part IX (Taxation); “Pounds” or “£” or “Pound the lawful currency of the United Kingdom; Sterling” “Postponement Plan” has the meaning given to it in paragraph 2 of Part I (Letter from the Chairman of Hyve Group plc); “PPP” has the meaning given to it in paragraph 2 of Part I (Letter from the Chairman of Hyve Group plc); “PPP Loans” has the meaning given to it in paragraph 2 of Part I (Letter from the Chairman of Hyve Group plc); “Principal Letter” has the meaning given to it in paragraph 4.11 of Part IV (Terms and Conditions of the Rights Issue); “PRA” Prudential Regulation Authority; “Pro Forma Financial has the meaning given to it in section B of Part VIII (Unaudited Pro Information” Forma Financial Information); “Prospectus Directive” Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU) and includes any relevant implementing measure in each Relevant Member State; “Prospectus” or “this document” this document dated 7 May 2020, comprising a simplified prospectus relating to the Company for the purpose of the Rights Issue and the listing of the New Ordinary Shares on the London Stock Exchange (together with any supplements or amendments thereto); “Prospectus Regulation” Regulation (EU) 2017/1129 (and amendments thereto), and includes any relevant implementing measure in each relevant member state; “Prospectus Regulation Rules” the prospectus rules made under Part VI of FSMA (as set out in the FCA Handbook), as amended;

246 “Provisional Allotment Letter” or the renounceable provisional allotment letter to be sent to certain “PALs” Qualifying Non-CREST Shareholders in respect of the New Ordinary Shares to be provisionally allotted to them pursuant to the Rights Issue; “PSP” the ITE Employees’ Performance Share Plan 2014 (as amended); “QEF” has the meaning given to it in part 5 of Part IX (Taxation); “QIB” a qualified institutional buyer within the meaning of Rule 144A; “Qualifying CREST Shareholder” Qualifying Shareholders holding Ordinary Shares in uncertificated form; “Qualifying Non- Qualifying Shareholders holding Ordinary Shares in certificated CREST Shareholders” form; “Qualifying Shareholders” holders of Existing Ordinary Shares on the register of members of the Company on the Rights Issue Record Date; “Receiving Agent”, “Registrar” or Equiniti Limited; “Equiniti” “Reference Date” close of business on 6 May 2020, the latest practicable date prior to publication of this document; “Regulation S” Regulation S under the US Securities Act; “Regulatory Information one of the regulatory information services authorised by the FCA Service” to receive, process and disseminate regulatory information from listed companies; “relevant member state” each EEA State (except for the UK) which has implemented the Prospectus Regulation; “Report of Foreign Bank and has the meaning given to it in paragraph 5.12 of Part IX (Taxation); Financial Account” “Resolutions” each of the resolutions to be proposed at the General Meeting (and as further described in paragraph 14 of Part I (Letter from the Chairman of Hyve Group plc); “Rights” the Fully-Paid Rights and the Nil-Paid Rights; “Rights Issue” the offer by way of rights to Qualifying Shareholders to subscribe for New Ordinary Shares, on the terms and conditions set out in this document and, in the case of Qualifying Non- CREST Shareholders only, the Provisional Allotment Letter; “Rights Issue Record Date” 6.00 p.m. on 22 May 2020; “Rouble” the lawful currency of the Russian Federation; “Rule 144A” Rule 144A of the US Securities Act; “SDRT” stamp duty reserve tax; “SEC” United States Securities and Exchange Commission; “Second Waiver Letter” the waiver letter dated 7 May 2020 relating to the deferral of amortisation payments under the term loans and the suspension of certain financial covenant tests (among other things) under the Facilities Agreement and entered into between the Company and Barclays Bank PLC (as agent and security agent under the Facilities Agreement); “Share Consolidation” the proposed consolidation of every 10 Existing Ordinary Shares into one Consolidated Ordinary Share as described in paragraph 9 of Part I (Letter from the Chairman of Hyve Group plc);

247 “Shareholder(s)” holder(s) of Ordinary Shares; “Shoptalk” Shoptalk Commerce LLC; “Shtab” has the meaning given to it in paragraph 8.8 of Part X (Additional Information); “Sierra Acquisition” has the meaning given to it in paragraph 8.2 of Part X (Additional Information); “SISO” has the meaning given to it in paragraph 4 of Part V (Information on the Group); “Sponsor” Numis; “stock account” an account within a member account in CREST to which a holding of a particular share or other security in CREST is credited; “Subscribers” has the meaning given to it in paragraph 8.4 of Part X (Additional Information); “Subscription Agreement” has the meaning given to it in paragraph 8.4 of Part X (Additional Information); “subsidiary” has the meaning given in section 1159 of the Companies Act; “subsidiary undertaking” has the meaning given in section 1162 of the Companies Act; “TAG Programme” the Company’s Transformation and Growth Programme launched in 2017, initially intended to be implemented over three years; “Target Market Assessment” has the meaning set out in the paragraph headed “Information to Distributors”; “Top 10 TAG Events” the ten largest wholly-owned events of the Group by revenue excluding the acquired Ascential Events portfolio, Mining Indaba, Shoptalk and Groceryshop events; “UBMMG” has the meaning given to it in paragraph 8.9 of Part X (Additional Information); “UFI” UFI Global, The Global Association of the Exhibition Industry; “UK Listing Authority” the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of FSMA; “uncertificated” or “in a share or other security recorded on the relevant register of the uncertificated form” share or security concerned as being held in uncertificated form in CREST and title to which by virtue of the CREST Regulations may be transferred by means of CREST; “Underwriting Agreement” the sponsor and underwriting agreement dated 7 May 2020 between the Company and the Joint Bookrunners described in paragraph 8.1 of Part X (Additional Information); “United Kingdom” or “UK” the United Kingdom of Great Britain and Northern Ireland; “United States” or “US” the United States of America, its territories and possessions, any state of the United States and the District of Columbia; “US Exchange Act” the United States Securities Exchange Act of 1934, as amended; “US GAAP” United States Generally Accepted Accounting Practices; “US GAAS” United States Generally Accepted Auditing Standards; “US Holder” has the meaning given to it in paragraph 5 of Part IX (Taxation); “US Securities Act” the United States Securities Act of 1933, as amended;

248 “US$”, “US Dollars”, “USD” or “$” the lawful currency of the United States; “VAT” value added tax; and “Waiver Letters” the First Waiver Letter and the Second Waiver Letter.

249 APPENDIX II – SCHEDULED, CANCELLED & POSTPONED EVENTS AS AT THE REFERENCE DATE Part A – Cancelled and Postponed Events as at the Reference Date

Proposed Start Proposed End Status (as at Date (as at Date (as at Event name Country Segment Original Date Reference Date) Reference Date) Reference Date)

SHANGHAI INTERNATIONAL HOSIERY CHINA Asia 04-Mar-2020 Rescheduled 26-Aug-2020 28-Aug-2020 PURCHASING EXPO BETT ASIA MALAYSIA Global Brands 04-Mar-2020 Rescheduled 20-Oct-2020 21-Oct-2020 BREAKBULK CHINA CHINA Global Brands 19-Mar-2020 Rescheduled 03-Aug-2020 04-Aug-2020 SECURIKA KAZAKHSTAN (SECUREX) KAZAKHSTAN Central Asia 19-Mar-2020 Rescheduled 06-Oct-2020 08-Oct-2020 SHOPTALK USA Global Brands 22-Mar-2020 Rescheduled 14-Sep-2020 17-Sep-2020 CWIEME SHANGHAI CHINA Global Brands 26-Mar-2020 Rescheduled 29-Jul-2020 31-Jul-2020 UITT UKRAINE Eastern & Southern Europe 27-Mar-2020 Rescheduled 01-Sep-2020 03-Sep-2020 ESTET BEAUTY EXPO (PRO BEAUTY UKRAINE Eastern & Southern Europe 27-Mar-2020 Rescheduled 16-Sep-2020 18-Sep-2020 EXPO) WORLDFOOD UZBEKISTAN UZBEKISTAN Central Asia 03-Apr-2020 Rescheduled 17-Sep-2020 19-Sep-2020 (UZFOOD) GLOBAL OIL & GAS ATYRAU KAZAKHSTAN Central Asia 10-Apr-2020 Rescheduled 26-Aug-2020 28-Aug-2020 EXHIBITION / ATYRAUBUILD TRANSRUSSIA / TRANSLOGISTICA RUSSIA Russia 15-Apr-2020 Rescheduled 25-Aug-2020 27-Aug-2020 EXPO-ELECTRONICA RUSSIA Russia 16-Apr-2020 Rescheduled 11-Aug-2020 13-Aug-2020 SECURIKA MOSCOW RUSSIA Russia 16-Apr-2020 Rescheduled 11-Aug-2020 14-Aug-2020 KITF KAZAKHSTAN Central Asia 16-Apr-2020 Rescheduled 24-Sep-2020 26-Sep-2020 TURKEY BUILD ISTANBUL TURKEY Eastern & Southern Europe 22-Apr-2020 Rescheduled 24-Aug-2020 28-Aug-2020 TIHE UZBEKISTAN Central Asia 23-Apr-2020 Rescheduled 26-Aug-2020 28-Aug-2020 STOMATOLOGY UZBEKISTAN UZBEKISTAN Central Asia 23-Apr-2020 Rescheduled 26-Aug-2020 28-Aug-2020 MINING WORLD RUSSIA RUSSIA Russia 23-Apr-2020 Rescheduled 20-Oct-2020 22-Oct-2020 ANALITIKA EXPO RUSSIA Russia 24-Apr-2020 Rescheduled 22-Sep-2020 25-Sep-2020 ROOF INDIA EXHIBITION INDIA Asia 25-Apr-2020 Rescheduled 10-Sep-2020 12-Sep-2020 MEBELEXPO UZBEKISTAN UZBEKISTAN Central Asia 01-May-2020 Rescheduled 26-Aug-2020 28-Aug-2020 OGU CONFERENCE UZBEKISTAN Central Asia 14-May-2020 Rescheduled 18-Aug-2020 19-Aug-2020 OGU EXHIBITION UZBEKISTAN Central Asia 14-May-2020 Rescheduled 18-Aug-2020 20-Aug-2020 KIHE KAZAKHSTAN Central Asia 15-May-2020 Rescheduled 18-Aug-2020 20-Aug-2020 AQUATHERM KYIV UKRAINE Eastern & Southern Europe 15-May-2020 Rescheduled 18-Aug-2020 20-Aug-2020 POWER UZBEKISTAN UZBEKISTAN Central Asia 15-May-2020 Rescheduled 18-Aug-2020 20-Aug-2020 INTERTOOL UKRAINE Eastern & Southern Europe 15-May-2020 Rescheduled 18-Aug-2020 20-Aug-2020 POWER ASTANA / POWEREXPO KAZAKHSTAN Central Asia 22-May-2020 Rescheduled 04-Nov-2020 06-Nov-2020 ASTANA ASTANA BUILD / WORLDBUILD KAZAKHSTAN Central Asia 22-May-2020 Rescheduled 04-Nov-2020 06-Nov-2020 ASTANA KIOSH CONFERENCE KAZAKHSTAN Central Asia 22-May-2020 Rescheduled 04-Nov-2020 05-Nov-2020 KIOSH EXHIBITION KAZAKHSTAN Central Asia 22-May-2020 Rescheduled 05-Nov-2020 06-Nov-2020 BREAKBULK EUROPE GERMANY Global Brands 28-May-2020 Rescheduled 29-Sep-2020 01-Oct-2020 INTERFOOD ASTANA KAZAKHSTAN Central Asia 29-May-2020 Rescheduled 02-Sep-2020 04-Sep-2020 TRANSUKRAINE UKRAINE Eastern & Southern Europe 30-May-2020 Rescheduled 27-Aug-2020 29-Aug-2020 SIA – AUTOTECHSERVICE UKRAINE Eastern & Southern Europe 30-May-2020 Rescheduled 27-Aug-2020 29-Aug-2020 FASTENER EXPO SHANGHAI CHINA Asia 05-Jun-2020 Rescheduled 18-Aug-2020 20-Aug-2020 ROSUPACK RUSSIA Russia 11-Jun-2020 Rescheduled 25-Aug-2020 28-Aug-2020 ASTANA MINING METALLURGY EXPO KAZAKHSTAN Central Asia 19-Jun-2020 Rescheduled 14-Oct-2020 15-Oct-2020 WORLD MINING CONGRESS / KAZAKHSTAN Central Asia 19-Jun-2020 Rescheduled 14-Oct-2020 15-Oct-2020 ASTANA MINING&METALLURGY CON BEAUTY EURASIA TURKEY Eastern & Southern Europe 20-Jun-2020 Rescheduled 25-Nov-2020 27-Nov-2020 UMEX INDIA Asia 29-Aug-2020 Rescheduled 17-Dec-2020 19-Dec-2020 MMMM INDIA Asia 29-Aug-2020 Rescheduled 17-Dec-2020 19-Dec-2020 HANDTOOLS & FASTENERS EXPO INDIA Asia 29-Aug-2020 Rescheduled 17-Dec-2020 19-Dec-2020 CAITME UZBEKISTAN Central Asia 11-Sep-2020 Rescheduled 28-Oct-2020 30-Oct-2020 TEXTILE EXPO UZBEKISTAN UZBEKISTAN Central Asia 12-Sep-2020 Rescheduled 29-Oct-2020 31-Oct-2020 BETT MEA UAE Global Brands 23-Sep-2020 Rescheduled 08-Dec-2020 09-Dec-2020 CASPIAN OIL & GAS EXHIBITION AZERBAIJAN Central Asia 04-Jun-2020 Cancelled, no Cancelled Cancelled reschedule CASPIAN OIL & GAS CONFERENCE AZERBAIJAN Central Asia 04-Jun-2020 Cancelled, no Cancelled Cancelled reschedule CASPIAN POWER AZERBAIJAN Central Asia 04-Jun-2020 Cancelled, no Cancelled Cancelled reschedule GROCERYSHOP USA Global Brands 14-Sep-2020 Cancelled, no Cancelled Cancelled reschedule CWIEME CHICAGO USA Global Brands 30-Sep-2020 Cancelled, no Cancelled Cancelled reschedule MITT RUSSIA Russia 19-Mar-2020 Cancelled, no Cancelled Cancelled reschedule MOSBUILD RUSSIA Russia 03-Apr-2020 Cancelled, no Cancelled Cancelled reschedule SECUTECH MUMBAI INDIA Asia 09-May-2020 Cancelled, no Cancelled Cancelled reschedule SHYMKENT BUILD KAZAKHSTAN Central Asia 13-Mar-2020 Cancelled, no Cancelled Cancelled reschedule TOURISM & TRAVEL INDIA Asia 17-Mar-2020 Cancelled, no Cancelled Cancelled reschedule SHAGUN INDIA Asia 19-Mar-2020 Cancelled, no Cancelled Cancelled reschedule

250 Proposed Start Proposed End Status (as at Date (as at Date (as at Event name Country Segment Original Date Reference Date) Reference Date) Reference Date)

PALM EXPO INDIA Asia 30-May-2020 Cancelled, no Cancelled Cancelled reschedule BETT LATIN AMERICA MEXICO Global Brands 02-Sep-2020 Cancelled, no Cancelled Cancelled reschedule WORLD OF FENESTRATION INDIA Asia 11-Mar-2020 Rescheduled, TBD TBD dates TBD CWIEME BERLIN GERMANY Global Brands 28-May-2020 Rescheduled TBD TBD dates TBD

251 Part B – Events Scheduled Between the Reference Date and the End of FY 2020

Proposed Start Proposed End Status (as at Date (as at Date (as at Event name Country Segment Original Date Reference Date) Reference Date) Reference Date)

CWIEME SHANGHAI CHINA Global Brands 26-Mar-2020 Rescheduled 29-Jul-2020 31-Jul-2020 BREAKBULK CHINA CHINA Global Brands 19-Mar-2020 Rescheduled 03-Aug-2020 04-Aug-2020 EXPO-ELECTRONICA RUSSIA Russia 16-Apr-2020 Rescheduled 11-Aug-2020 13-Aug-2020 SECURIKA MOSCOW RUSSIA Russia 16-Apr-2020 Rescheduled 11-Aug-2020 14-Aug-2020 OGU CONFERENCE UZBEKISTAN Central Asia 14-May-2020 Rescheduled 18-Aug-2020 19-Aug-2020 OGU EXHIBITION UZBEKISTAN Central Asia 14-May-2020 Rescheduled 18-Aug-2020 20-Aug-2020 KIHE KAZAKHSTAN Central Asia 15-May-2020 Rescheduled 18-Aug-2020 20-Aug-2020 AQUATHERM KYIV UKRAINE Eastern & Southern Europe 15-May-2020 Rescheduled 18-Aug-2020 20-Aug-2020 POWER UZBEKISTAN UZBEKISTAN Central Asia 15-May-2020 Rescheduled 18-Aug-2020 20-Aug-2020 INTERTOOL UKRAINE Eastern & Southern Europe 15-May-2020 Rescheduled 18-Aug-2020 20-Aug-2020 FASTENER EXPO SHANGHAI CHINA Asia 05-Jun-2020 Rescheduled 18-Aug-2020 20-Aug-2020 TURKEY BUILD ISTANBUL TURKEY Turkey 22-Apr-2020 Rescheduled 24-Aug-2020 28-Aug-2020 TRANSRUSSIA / TRANSLOGISTICA RUSSIA Russia 15-Apr-2020 Rescheduled 25-Aug-2020 27-Aug-2020 ROSUPACK RUSSIA Russia 11-Jun-2020 Rescheduled 25-Aug-2020 28-Aug-2020 SHANGHAI INTERNATIONAL HOSIERY CHINA Asia 04-Mar-2020 Rescheduled 26-Aug-2020 28-Aug-2020 PURCHASING EXPO GLOBAL OIL & GAS ATYRAU KAZAKHSTAN Central Asia 10-Apr-2020 Rescheduled 26-Aug-2020 28-Aug-2020 EXHIBITION / ATYRAUBUILD TIHE UZBEKISTAN Central Asia 23-Apr-2020 Rescheduled 26-Aug-2020 28-Aug-2020 STOMATOLOGY UZBEKISTAN UZBEKISTAN Central Asia 23-Apr-2020 Rescheduled 26-Aug-2020 28-Aug-2020 MEBELEXPO UZBEKISTAN UZBEKISTAN Central Asia 01-May-2020 Rescheduled 26-Aug-2020 28-Aug-2020 SHANGHAI INTERNATIONAL FROZEN CHINA Asia 28-Aug-2020 As originally 26-Aug-2020 28-Aug-2020 CHILLED FOOD EXPO scheduled WORLD SEAFOOD SHANGHAI / CHINA Asia 28-Aug-2020 As originally 26-Aug-2020 28-Aug-2020 SHANGHAI FISHERIES & SEAFOOD scheduled TRANSUKRAINE UKRAINE Eastern & Southern Europe 30-May-2020 Rescheduled 27-Aug-2020 29-Aug-2020 SIA – AUTOTECHSERVICE UKRAINE Eastern & Southern Europe 30-May-2020 Rescheduled 27-Aug-2020 29-Aug-2020 WORLD OF FENESTRATION INDIA Asia 28-Aug-2020 As originally 28-Aug-2020 28-Aug-2020 BANGALORE scheduled UITT UKRAINE Eastern & Southern Europe 27-Mar-2020 Rescheduled 01-Sep-2020 03-Sep-2020 UITM UKRAINE Eastern & Southern Europe 03-Sep-2020 As originally 01-Sep-2020 03-Sep-2020 scheduled INTERFOOD ASTANA KAZAKHSTAN Central Asia 29-May-2020 Rescheduled 02-Sep-2020 04-Sep-2020 WORLDFOOD ISTANBUL TURKEY Eastern & Southern Europe 05-Sep-2020 As originally 02-Sep-2020 05-Sep-2020 scheduled MODA ACCESSORIES AUGUST UK UK 04-Aug-2020 Rescheduled 06-Sep-2020 08-Sep-2020 AUTUMN FAIR UK UK 09-Sep-2020 As originally 06-Sep-2020 09-Sep-2020 scheduled WORLDBUILD ALMATY KAZAKHSTAN Central Asia 10-Sep-2020 As originally 08-Sep-2020 10-Sep-2020 scheduled AQUATHERM ALMATY KAZAKHSTAN Central Asia 10-Sep-2020 As originally 08-Sep-2020 10-Sep-2020 scheduled ROOF INDIA EXHIBITION INDIA Asia 25-Apr-2020 Rescheduled 10-Sep-2020 12-Sep-2020 SHOPTALK USA Global Brands 22-Mar-2020 Rescheduled 14-Sep-2020 17-Sep-2020 GLEE UK UK 17-Sep-2020 As originally 15-Sep-2020 17-Sep-2020 scheduled ESTET BEAUTY EXPO (PRO BEAUTY UKRAINE Eastern & Southern Europe 27-Mar-2020 Rescheduled 16-Sep-2020 18-Sep-2020 EXPO) MINING WORLD CENTRAL ASIA KAZAKHSTAN Central Asia 18-Sep-2020 As originally 16-Sep-2020 18-Sep-2020 scheduled INTERCHARM UKRAINE Eastern & Southern Europe 18-Sep-2020 As originally 16-Sep-2020 18-Sep-2020 scheduled WORLDFOOD UZBEKISTAN UZBEKISTAN Central Asia 03-Apr-2020 Rescheduled 17-Sep-2020 19-Sep-2020 (UZFOOD) ANALITIKA EXPO RUSSIA Russia 24-Apr-2020 Rescheduled 22-Sep-2020 25-Sep-2020 WORLDFOOD MOSCOW RUSSIA Russia 25-Sep-2020 As originally 22-Sep-2020 25-Sep-2020 scheduled KITF KAZAKHSTAN Central Asia 16-Apr-2020 Rescheduled 24-Sep-2020 26-Sep-2020 AQUATHERM TASHKENT UZBEKISTAN Central Asia 24-Sep-2020 As originally 24-Sep-2020 26-Sep-2020 scheduled SECUREX UZBEKISTAN UZBEKISTAN Central Asia 26-Sep-2020 As originally 24-Sep-2020 26-Sep-2020 scheduled INDIA Asia 27-Sep-2020 As originally 25-Sep-2020 27-Sep-2020 GLAMOUR N scheduled KEQIAO TEXTILE MACHINERY CHINA Asia 08-May-2020 Rescheduled, TBD TBD SPRING dates TBD EDUCAR/BETT BRAZIL BRAZIL Global Brands 15-May-2020 Rescheduled, TBD TBD dates TBD WORLD OF FENESTRATION DELHI INDIA Asia 11-Mar-2020 Rescheduled, TBD TBD dates TBD SCOOP INTERNATIONAL JULY UK UK 21-Jul-2020 Rescheduled, TBD TBD dates TBD PURE SPRING/SUMMER UK UK 21-Jul-2020 Rescheduled, TBD TBD dates TBD JACKET REQUIRED JULY UK UK 23-Jul-2020 Rescheduled, TBD TBD dates TBD

252 NOTICE OF GENERAL MEETING Hyve Group plc (Incorporated in England and Wales with registered number 01927339) Notice is hereby given that a General Meeting of Hyve Group plc (the “Company”) will be held at the Company's offices at 2 Kingdom Street, London, England W2 6JG on Wednesday 27 May 2020 at 9.30 a.m. (London time) for the purpose of considering and, if thought fit, passing the following resolutions (“Resolutions”) as ordinary resolutions of shareholders (meaning that, for each Resolution to be passed, more than half of the votes cast must be in favour of such Resolution).

1. Share consolidation THAT, subject to and conditional upon the admission of the Consolidated Ordinary Shares (as defined below) to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on London Stock Exchange plc’s main market for listed securities at 8.00 a.m. on 28 May 2020 (or such other time and/or date as the directors of the Company (the “Directors”) may in their absolute discretion determine) (“Admission”), every 10 existing ordinary shares of 1 pence each in nominal value in issue in the capital of the Company as at 6.00 p.m. on 27 May 2020 (or such other time or date as the Directors may determine) (the “Existing Ordinary Shares”), be consolidated into one new consolidated ordinary share of 10 pence each in nominal value (the “Consolidated Ordinary Shares”) having the same rights and ranking pari passu in all respects with the Existing Ordinary Shares, provided that, where such consolidation would result in any member being entitled to a fraction of a Consolidated Ordinary Share, such fraction shall be aggregated with the fractions of a Consolidated Ordinary Share (if any) to which other members of the Company would be similarly so entitled and the Directors of the Company be and are hereby authorised to sell (or appoint any other person to sell) all the Consolidated Ordinary Shares representing such fractions at the best price reasonably obtainable to any person(s), and to distribute the proceeds of sale (net of expenses) in due proportion among the relevant members who would otherwise be entitled to the fractions so sold, save that any fraction of a penny which would otherwise be payable shall be rounded up or down in accordance with the usual practice of the registrar of the Company and any proceeds of sale (net of expenses) to each of the relevant member(s) of less than £5.00 will accrue for the benefit of the Company (and, for the purposes of implementing the provisions of this resolution, any Director (or any person appointed by the Directors) shall be and is hereby authorised to execute one or more instrument(s) of transfer in respect of such Consolidated Ordinary Shares on behalf of the relevant member(s) and to do all acts and things the Directors consider necessary or desirable to effect the transfer of such Consolidated Ordinary Shares to, or in accordance with the directions of, any buyer of such Consolidated Ordinary Shares).

253 2. Authority to allot THAT, subject to the passing of resolution 1 and subject to and conditional upon admission to listing on the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange plc’s main market for listed securities of the new ordinary shares of 10 pence each to be issued by the Company in connection with the issue by way of rights of up to 183,550,558 new ordinary shares at a price of 69 pence per new ordinary share to qualifying shareholders on the register of members of the Company at 6.00 p.m. on 22 May 2020 (or such other date as the directors of the Company (the “Directors”) may in their absolute discretion determine) (the “Rights Issue”) and in addition, to the extent unutilised, to the authority conferred on them at the last annual general meeting of the Company on 23 January 2020, the Directors (or any duly constituted committee of the Directors) be and are hereby generally and unconditionally authorised, pursuant to and in accordance with section 551 of the Companies Act 2006, to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for shares in the Company up to a nominal amount of £18,355,056 in connection with the Rights Issue, such authority to expire (unless previously revoked by the Company) at the close of business on 31 July 2020, except that the Company may before such expiry make offers or agreements which would or might require shares to be allotted or rights to be granted after such expiry and the Directors may allot shares or grant rights in pursuance of such offers or agreements as if the power conferred hereby had not expired.

By order of the Board Registered Office: 2 Kingdom Street London England W2 6JG Jared Cranney Company Secretary 7 May 2020 Registered in England and Wales No. 01927339

254 NOTES TO THE NOTICE OF GENERAL MEETING 1. The business to be conducted at the meeting is set out on the previous page of this notice of meeting (the “Notice”). 2. Only those shareholders on the register of members of the Company as at 6.00 p.m. on 22 May 2020 (or, in the event of any adjournment, at 6.00 p.m. on the day, two days (excluding any day that is not a business day) before the reconvened meeting) will be entitled to attend or vote at the general meeting and they may only vote in respect of the number of shares registered in their name at the relevant time. Changes to entries on the register of members after the relevant deadline will be disregarded in determining the rights of any person to attend or vote at the meeting. 3. Any member attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation of the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered. In light of the spread of COVID-19 in the UK and associated guidance issued by UK Government, the Company encourages shareholders not to attend the meeting in person. Instead, shareholders are encouraged to complete a Form of Proxy if they wish to participate in the vote and shareholders are advised that, if they attempt to attend the meeting, they may be denied entry to the venue. 4. A member is entitled to appoint another person as his proxy to exercise all or any of his rights to attend, to speak and to vote at the meeting. A member may appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him. A proxy need not be a member of the Company. A form for appointing a proxy accompanies this Notice. To be effective, the Form of Proxy must be completed and reach the Company’s registrars, Equiniti Limited, at Aspect House, Spencer Road, Lancing, West Sussex, England BN99 6DA not later than 9.30 a.m. on 22 May 2020 or not later than 48 hours (excluding any day that is not a business day) before the time appointed for any adjourned meeting. You may also submit your proxy electronically; see your proxy card for details of how to register your vote. Completion of a Form of Proxy, other such instrument or any CREST Proxy Instruction will not preclude a member from attending and voting in person at the meeting. If you require additional forms of proxy, please contact the Registrars of the Company on +44 121 415 0855 if calling from outside the UK or if within the UK on 0333 207 6534. Lines are open 9.00 a.m. to 5.00 p.m., Monday to Friday (excluding bank holidays in England and Wales). 5. In the case of a shareholder which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company. 6. Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form. 7. 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 Company’s register of members in respect of the joint holding (the first-named being the most senior). 8. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of the same powers as the corporation could exercise if it were an individual member provided they do not do so in relation to the same shares. 9. CREST members holding their shares in uncertificated form who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. 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 the appropriate action on their behalf. 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’s

255 specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or relates to 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 issuer’s agent (CREST ID RA19) no later than 9.30 a.m. on 22 May 2020 or not later than 48 hours (excluding any day that is not a business day) before the time appointed for any adjourned meeting. For these purposes, 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 issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. No messages received through the CREST network after this time will be accepted. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. 10. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular message. 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 his CREST sponsor or voting service provider(s)) take(s) such actions 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 limitation of the CREST system and timings. 11. 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. The CREST Manual can be reviewed at www.euroclear.com. 12. The Company cannot accept responsibility for loss or damage arising from the opening or use of any emails or attachments from the Company and recommends that shareholders subject all messages to virus checking procedures prior to opening or use. Any electronic communication received by the Company and/or Equiniti, including the lodgement of an electronic Form of Proxy, that is found to contain a computer virus will not be accepted. 13. A person who is not a shareholder of the Company but has been nominated by a shareholder to enjoy information rights in accordance with section 146 of the Companies Act (a “nominated person”) does not have a right to appoint any proxy. Nominated persons may have a right under an agreement with the shareholder to be appointed (or to have someone appointed) as a proxy for the meeting. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under an agreement with the relevant shareholder to give instructions as to the exercise of voting rights. The statement of the rights of shareholders in relation to the appointment of proxies in paragraph 4 above does not apply to nominated persons. The rights described in paragraph 4 can only be exercised by shareholders of the Company. If you have been nominated to receive general shareholder communications directly from the Company, it is important to remember that your main contact in terms of your investment remains the registered shareholder or custodian or broker who administers the investment on your behalf. Therefore, any changes or queries relating to your personal details and holding (including any administration) must continue to be directed to your existing contact at your investment manager or custodian. The Company cannot guarantee to deal with matters that are directed to them in error. The only exception to this is where the Company, in exercising one of its powers under the Companies Act, writes to you directly for a response. 14. As at 6 May 2020 (being the last practicable Business Day prior to the publication of this Notice) the Company’s issued share capital consisted of 815,780,256 ordinary shares of one pence each, carrying one vote each. Therefore the total voting rights in the Company as at that date were 815,780,256. 15. A copy of this Notice and other information required by section 311A of the Companies Act can be found at www.hyve.group.

256 16. Except as provided above, members who have general queries about the meeting should use the following means of communication (no other methods of communication will be accepted): * calling the shareholder helpline on +44 121 415 0855 if calling from outside the UK or if within the UK on 0333 207 6534. Lines are open 9.00 a.m. to 5.00 p.m. (excluding bank holidays in England and Wales); * by writing to Equiniti Limited, at Aspect House, Spencer Road, Lancing, West Sussex, England BN99 6DA; or * by sending an email to [email protected]. 17. You may not use any electronic address provided either in this Notice or any related documents to communicate with the Company for any purposes other than those expressly stated.

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