Cards Holdco Limited (The “Company”) Prepared in Accordance with the Prospectus Regulation Rules (The “Prospectus

174396 Proof 8 Tuesday, January, 12, 2021 01:35 This document comprises a registration document (the “Registration Document”) relating to Cards Holdco Limited (the “Company”) prepared in accordance with the prospectus regulation rules (the “Prospectus Regulation Rules”) of the Financial Conduct Authority (the “FCA”) made under Section 73A of the A1.1.5 Financial Services and Markets Act 2000 (as amended) (the “FSMA”). The Registration Document has been approved by the FCA, as competent authority under the UK version of Regulation (EU) 2017/1129 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”) (the “UK Prospectus Regulation”). The FCA only approves this Registration Document as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation. Such approval should not be considered as an endorsement of the Company that is the subject of this Registration Document. Capitalised terms used in this document which are not otherwise defined have the meanings given to them in the section headed “Glossary”. The Company and its directors, whose names appear on page 30 of this document (the “Directors”), accept A1.1.1 responsibility for the information contained in this document and declare that, to the best of the knowledge A1.1.2 of the Company and the Directors, the information contained in this document is in accordance with the facts and contains no omission likely to affect its import. This document should be read in its entirety, including the section headed “Risk Factors” beginning on page 3, for a discussion of certain risks related to the Company and its subsidiaries (together with Company, the “Group”). Cards Holdco Limited A1.4.1 (Incorporated under the Companies Act 2006 and registered in England and Wales with registered number 12170467) A1.4.2 No representation or warranty, express or implied, is made and no responsibility or liability is accepted by any person other than the Company and its Directors as to the accuracy, completeness, verification or sufficiency of the information contained herein, and nothing in this Registration Document may be relied upon as a promise or representation in this respect as to the past or future. No person is or has been authorised to give any information or to make any representation not contained in or not consistent with this Registration Document and, if given or made, such information or representation must not be relied upon as having been authorised by the Company. Without limitation, the contents of the website of the Group do not form part of this Registration Document and information contained therein should not be relied upon by any person. The delivery of this Registration Document shall not, under any circumstances, create any implication that there has been no change in the business or affairs of the Group since the date of this Registration Document or that the information contained herein is correct as of any time subsequent to its date. This Registration Document may be combined with a securities note and summary to form a prospectus in accordance with the Prospectus Regulation Rules. A prospectus is required before an issuer can offer transferable securities to the public or request the admission of transferable securities to trading on a regulated market. However, this Registration Document, where not combined with the securities note and summary to form a prospectus, does not constitute an offer or invitation to sell or issue, or a solicitation of an offer or invitation to purchase or subscribe for, any securities in the Company in any jurisdiction, nor shall this Registration Document alone (or any part of it), or the fact of its distribution, form the basis of, or be relied upon in connection with, or act as any inducement to enter into, any contract or commitment whatsoever with respect to any offer or otherwise. Nothing in this document constitutes an offer of securities for sale in any jurisdiction and is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into or from the United States (including its territories or possessions, any state of the United States and the District of Columbia), Canada, Australia, Japan, South Africa or any other jurisdiction where such distribution is unlawful, subject to certain limited exceptions. The Ordinary Shares have not been, and will not be, registered under the US Securities Act or the securities laws of any state of the United States. This document may only be distributed outside the United States in reliance on Regulation S and within the United States to “qualified institutional buyers” in reliance on Rule 144A. The date of this document is 12 January 2021. 174396 Proof 8 Tuesday, January, 12, 2021 01:35 CONTENTS Page Risk Factors 3 Presentation of Financial and Other Information 26 Directors, Secretary, Registered and Head Office and Advisers 30 Industry Overview 31 Business Description 37 Directors, Senior Management and Corporate Governance 59 Selected Financial Information 61 Operating and Financial Review 67 Historical Financial Information 91 Additional Information 138 Glossary 158 2 174396 Proof 8 Tuesday, January, 12, 2021 01:35 RISK FACTORS A1.3.1 Investing in and holding the Ordinary Shares involves financial risk. If one or more of the following risks were to arise, the Group’s business, financial condition, results of operations or prospects could be materially and adversely affected. The risks set out below may not be exhaustive and do not necessarily include all of the risks associated with an investment in the Group and the Ordinary Shares. Additional risks and uncertainties not currently known to the Group or which it currently deems immaterial may arise or become material in the future and may have a material adverse effect on the Group’s business, results of operations, financial condition, prospects or the price of the Ordinary Shares. Risks Relating to the Group’s Business and Industry The Group faces significant competition for its gifting products, including greeting cards and gifts, and if the Group does not compete effectively, its business, results of operation, financial condition or prospects could be materially adversely affected. The Group competes in the gifting market (the “gifting market”), which is large, evolving and highly competitive and includes the sale of greeting cards and gifts. The Group faces significant competition from a wide range of companies, ranging from traditional brick and mortar competitors that serve the offline channel to other online gifting companies. The Group’s offline competitors include specialist greeting cards, supermarkets and other retailers, generalists, stationers, discount chains and florists. The Group also competes with online greeting card companies; online flower specialists; and online gift specialists. Some of the Group’s competitors, particularly supermarkets, general merchandise discounters and stationery retailers, may have larger and broader customer bases, wider distribution channels, substantially greater financial, technical or marketing resources, stronger brand or name recognition or a lower cost base than the Group. Some of the Group’s competitors may have greater research and development resources and be able to adapt to changes in customer requirements, customer preferences or attitudes toward design content and gifting products faster, launch innovative products more quickly, more readily take advantage of acquisitions and other opportunities, or have more established relationships with third-party suppliers, which could result in the Group not being able to compete as effectively and lose its market position. The Group’s competitors may also aggressively discount their products in order to gain market share, which could result in pricing pressures, reduced profit margins, lost market share, or a failure to grow market share for the Group. Within each of the UK and the Netherlands, the Group has benefited from its strong positions in the gifting market, but competition could intensify as traditional retailers expand their digital, online and app-based sales capabilities and potential new competitors enter the gifting market. The Group could face an increase in online competition as a result of competitors prioritising investments in new or improved online platforms to deal with disruptions faced as a result of the novel strain of coronavirus causing Covid-19 disease (“Covid-19”) and the expected continued shift to online purchasing, which may make it more difficult for the Group to maintain its market share. The Group competes, and could increasingly compete in the future, with alternatives or substitutes to the Group’s products, whether that is the increasing use of electronic gift cards as substitutes for physical gifts, social media or other companies that host and enable the posting of greetings, images, electronic or other gifts, e-cards or other innovations and developments. In addition, the Group competes and may increasingly compete in the future with alternative business models that serve the gifting markets, including greeting card subscription services, flower subscription services, or apps or websites that provide free products (only charging for any up-sells of attachments to the free base product) that compete or may serve as a substitute to the Group’s gifting products. If such alternative communications media or substitutions for the Group’s products appeal more to the Group’s existing

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