THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the LR 13.3.1(4) contents of this document or the action you should take, you are recommended to seek your own financial or professional advice immediately from your stockbroker, bank, solicitor, accountant, fund manager or other appropriate independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial or professional adviser.

If you sell or have sold or otherwise transferred all of your Ordinary Shares in Future plc, please send this document, together with the LR 13.3.1(6) accompanying Form of Proxy, 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 transmission to the purchaser or transferee. If you sell or have sold or otherwise transferred only part of your holding of Ordinary Shares, you should retain this document and the accompanying Form of Proxy and you should consult with the stockbroker, bank or other agent through whom the sale or transfer was effected.

Any person (including, without limitation, custodians, nominees, and trustees) who may have a contractual or legal obligation or may otherwise intend to forward this document to any jurisdiction outside the United Kingdom should seek appropriate advice before taking any such action. The distribution of this document and any accompanying documents into jurisdictions other than the United Kingdom may be restricted by law. Any person not in the United Kingdom into whose possession this document and any accompanying documents come, should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

FUTURE PLC (incorporated in England and Wales under the Companies Act 1985 LR 13.4.1(2) 4.1 with registered number 03757874)

PROPOSED ACQUISITION OF TI MEDIA BUSINESS AND NOTICE OF GENERAL MEETING

This document should be read as a whole, including any of the documents (or parts thereof) incorporated herein by reference. Your LR 13.3.1(5) attention is drawn to the letter from your Chairman which is set out in Part 1 (Letter from the Chairman) of this document and which contains a recommendation from the Board to vote in favour of the Resolution to be proposed at the General Meeting referred to below. Your attention is also drawn to Part 2 (Risk Factors) of this document for a discussion of certain factors which should be taken into account in considering the matters referred to in this document.

Notice of a General Meeting of Future, to be held at 9.00 a.m. (GMT) on 25 November 2019 at the offices of Future at 1-10 Praed Mews, Paddington, London, W2 1QV, is set out in Part 10 (Notice of General Meeting) of this document. A Form of Proxy for use at the General Meeting is enclosed. Whether or not you intend to attend the General Meeting in person, please complete, sign and return the Form of Proxy in accordance with the instructions printed thereon to Future’s registrars, Computershare Investor Services plc, at The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom as soon as possible but in any event so as to arrive no later than 9.00 a.m. (GMT) on 21 November 2019 (48 hours before the time fixed for the start of the General Meeting not taking into account any day which is not a Business Day (as defined in Future’s articles of association)). Forms of Proxy received after this time will be invalid. If you hold Future shares in CREST, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to the Registrars, Computershare Investor Services PLC (CREST participant ID: 3RA50). Alternatively, you may give proxy instructions by logging on to www.investorcentre.co.uk/eproxy. Proxies sent electronically must be sent a soon as possible but in any event no later than 9.00 a.m. (GMT) on 21 November 2019. Please refer to the notes in Part 10 (Notice of General Meeting) for further details on appointing a proxy.

This document is not a prospectus, but a shareholder circular, and it does not constitute or form part of any offer or invitation to purchase, acquire, subscribe for, sell, dispose of or issue, or any solicitation of an offer to sell, dispose of, issue, purchase, acquire or subscribe for, any security. This document is a circular which has been prepared in accordance with the Listing Rules and approved by the FCA.

Numis Securities Limited (“Numis”) is authorised and regulated by the FCA in the United Kingdom. Numis is acting exclusively for Future and no one else in connection with this document and the Acquisition and will not regard any other person (whether or not a recipient of this document) as a client in relation to the matters described in this document. Numis will not be responsible to anyone other than Future for providing the protections afforded to the clients of Numis or for providing advice in relation to the matters described in this document. Neither Numis nor any of its subsidiaries or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Numis in connection with this document, the Acquisition, any statement contained in this document or otherwise.

Apart from the responsibilities and liabilities, if any, which may be imposed on Numis by FSMA or any other regulatory regime established under FSMA, Numis accepts no responsibility whatsoever for the contents of this document, and no representation or warranty, express or implied, is made by Numis in relation to the contents of this document, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Future or the matters described in this document. To the fullest extent permissible by law, Numis accordingly disclaims all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this document or any such statements.

PRESENTATION OF INFORMATION

Forward-looking statements This document includes statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “anticipates”, “targets”, “aims”, “continues”, “expects”, “intends”, “may”, “will”, “would” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this document and include statements regarding the Group’s and/or the Directors’ intentions, beliefs or current expectations concerning, among other things, the Group’s results, operations, financial condition, prospects, growth strategies and the markets in which the Group operates. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements, including without limitation: conditions in the markets, the market position of the Group, earnings, financial position, return on capital, anticipated investments and capital expenditure, changing business or other market conditions and general economic conditions. These and other factors could adversely affect the outcome and financial effects of the events described herein and the Group. Forward-looking statements contained in this document based on these trends or activities should not be taken as a representation that such trends or activities will continue in the future. This section does not serve to qualify the working capital statement in paragraph 5 of Part 6 (Additional Information) of this document.

These forward-looking statements are further qualified by risk factors disclosed in this document that could cause actual results to differ materially from those in the forward-looking statements. See Part 2 (Risk Factors) of this document.

These forward-looking statements speak only as at the date of this document. Except as required by the Listing Rules, the Disclosure Guidance and Transparency Rules and any applicable law, Future and/or the Directors, do not have any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, further events or otherwise. Except as required by the Listing Rules, the Disclosure Guidance and Transparency Rules and any applicable law, Future and the Directors expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in Future’s and/or the Directors’ expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this document might not occur. Prospective investors should specifically consider the factors identified in this document which could cause actual results to differ before making an investment decision. Investors and Shareholders should note that the contents of these paragraphs relating to forward looking statements are not intended to qualify the statements made as to the sufficiency of working capital in this document.

Non-IFRS financial measures This document includes certain unaudited non-IFRS measures and ratios, including Adjusted EBITDA weighted-average cost of capital and return on invested capital, which are not measures of financial performance under IFRS.

The Directors and the Group’s management use these measures to evaluate the Group’s performance and the Directors believe these measures provide investors with meaningful, additional insight as to underlying performance of the Group. These measures are “alternative performance measures” under the European Union regulations.

Prospective investors should not consider these non-IFRS financial measures as alternatives to measures reflected in the consolidated financial statements of the Group, which have been prepared in accordance with IFRS. In particular, prospective investors should not consider such measures as alternatives to profit after tax, operating profit 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 Group’s activity. Because alternative performance measures are not determined in accordance with generally accepted accounting principles and are thus susceptible to varying calculations, the Group’s non-IFRS financial measures may not be

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comparable with similarly titled financial measures reported by other companies. A reconciliation of non-IFRS measures to the IFRS financial statements can be found in the 2018 Annual Report under the Financial Summary on page 35.

These measures, by themselves, do not provide a sufficient basis to compare the Group’s performance and financial position with those of other companies and should not be considered in isolation, as a substitute for revenue from properties, profit before tax, net assets or any other performance measure derived in accordance with IFRS or as an alternative to cash flow from operations as a measure of liquidity.

Target historical financial information The historical financial information of Sapphire Topco Limited (the “Target”) and its subsidiaries (the “Target Group”) set out in Part 4 (Historical Financial Information Relating to the Target) has been prepared in accordance with IFRS, as adopted by the EU.

This document includes unaudited non-IFRS financial measures and ratios, including Adjusted EBITDA, EBITDA margin and cash conversion for the Target Group, which are not measures of financial performance under IFRS. Adjusted EBITDA, as presented in connected to the Target Group is defined as operating profit or loss for the year before exceptional items, share based payments, depreciation and amortisation. Cash conversion is defined as Adjusted EBITDA less capital expenditure and working capital. Please see paragraph 5 of Part 1 (Letter from the Chairman) for a reconciliation of Adjusted EBITDA to the nearest IFRS line item.

Prospective investors should not consider these non-IFRS financial measures as alternatives to measures reflected in the historical financial statements of the Target, which have been prepared in accordance with IFRS. In particular, prospective investors should not consider such measures as alternatives to profit after tax, operating profit 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 Target’s activity.

Presentation of currencies Unless otherwise indicated, all references to “GBP”, “£”, “pounds”, “sterling”, or “pounds sterling” are to the lawful currency of the United Kingdom and all references to “USD”, “$”, “U.S. dollars” or “United States dollars” are to the lawful currency of the United States.

In addition, certain U.S. dollar figures in this document have been translated into pounds sterling using the daily spot exchange rate published by the Bank of England for 30 September 2019 ($1.2320:£1.00), unless otherwise stated. Such pounds sterling amounts are not necessarily indicative of the amounts of pounds sterling that could have actually been purchased upon exchange of such currencies at the dates indicated.

Market, economic and industry data Market, economic and industry data used throughout this document is derived from various industry and other independent sources. The Company and the Directors confirm that such data has been accurately reproduced and, so far as they are aware and are able to ascertain from information published from such sources, no facts have been omitted which would render the reproduced information inaccurate or misleading.

Rounding Percentages in tables have been rounded and accordingly may not add up to 100 per cent. Certain financial data have also been rounded. As a result of this rounding, the totals of data presented in this document may vary slightly from the actual arithmetic totals of such data.

Definitions Certain terms used in this document, including capitalised terms and certain technical terms, are defined and explained in Part 8 (Definitions) of this document.

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Incorporation by reference Certain information in relation to Future is incorporated by reference into this document. Further information is set out in Part 7 (Information incorporated by reference) of this document. Without limitation, unless expressly stated herein, the contents of the websites of the Group, and any links accessible through the websites of the Group, do not form part of this document.

No profit forecast or estimates Unless otherwise stated, no statement in this document is intended as a profit forecast or estimate for any period and no statement in this document should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Group or the Enlarged Group, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Group or the Enlarged Group, as appropriate.

No offer or solicitation This document is not a prospectus and it does not constitute or form part of any offer or invitation to purchase, acquire, subscribe for, sell, dispose of or issue, or any solicitation of any offer to sell, dispose of, purchase, acquire or subscribe for, any security.

This document is dated 5 November 2019.

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TABLE OF CONTENTS

Section Page PRESENTATION OF INFORMATION 2

DIRECTORS, COMPANY SECRETARY AND ADVISERS 6

EXPECTED TIMETABLE OF PRINCIPAL EVENTS 7

Part 1 : LETTER FROM THE CHAIRMAN 8

Part 2 : RISK FACTORS 19

Part 3 : SUMMARY OF THE PRINCIPAL TERMS OF THE ACQUISITION AGREEMENTS 27

Part 4 : HISTORICAL FINANCIAL INFORMATION RELATING TO THE TARGET 29

Part 5 : UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP 66

Part 6 : ADDITIONAL INFORMATION 71

Part 7 : INFORMATION INCORPORATED BY REFERENCE 81

Part 8 : DEFINITIONS 82

Part 9 : GLOSSARY 86

Part 10 : NOTICE OF GENERAL MEETING 87

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DIRECTORS, COMPANY SECRETARY AND ADVISERS

Directors Richard Huntingford Zillah Byng-Thorne Penelope Ladkin-Brand Hugo Drayton Alan Newman Robert Hattrell

Company Secretary Penelope Ladkin-Brand

Registered Office Quay House LR 13.4.1(2)4.4 The Ambury Bath BA1 1UA

Sponsor Numis Securities Limited 10 Paternoster Square London EC4M 7LT

Legal advisers to Future Simmons & Simmons LLP CityPoint One Ropemaker Street London EC2Y 9SS

Reporting Accountant PricewaterhouseCoopers LLP 2, Glass Wharf Bristol BS2 0FR

Registrars Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol BS99 6ZY

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Each of the times and dates in the table below is indicative only and may be subject to change by Future, in which event details of the new times and dates will be notified to the Financial Conduct Authority and, where appropriate, to shareholders by announcement through a Regulatory Information Service.

All references to times in the timetable below are to London times.

Announcement of the Acquisition 30 October 2019

Publication and posting of this document, including the 5 November 2019 Notice of General Meeting

Latest time and date for receipt of Forms of Proxy, CREST Proxy 9.00 a.m. (GMT) on Instructions and electronic registration of a proxy appointment 21 November 2019

Record time for entitlement to vote at the General Meeting Close of business on 21 November 2019

General Meeting 9.00 a.m. (GMT) on 25 November 2019

Expected timing of Completion Spring 2020

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PART 1 LR 13.3.1(1) LR 13.3.1(2) LR 13.3.1(3) LR 10.4.1(2)(a) LETTER FROM THE CHAIRMAN

Future plc LR 13.4.1(2)4.1 LR 13.4.1(2)4.4

(incorporated in and registered in England and Wales with registered number 03757874)

Directors: Registered Office: Richard Huntingford Quay House Zillah Byng-Thorne The Ambury Penelope Ladkin-Brand Bath, BA1 1UA Hugo Drayton Alan Newman Robert Hattrell

5 November 2019

Dear Shareholder,

PROPOSED ACQUISITION OF TIGRIS AND NOTICE OF GENERAL MEETING

1. Introduction On 30 October 2019, Future announced the proposed acquisition of Sapphire Topco Limited (the “Target”) for a consideration of £140 million. The consideration for the Acquisition will be satisfied entirely in cash. The consideration and related transaction costs will be funded by the net proceeds of the placing of ordinary shares in the Company announced on 30 October 2019 (the “Placing”), and the balance from the £45 million accordion facility provided under the RCF Agreement (as described in paragraph 9.1 of Part 6 (Additional Information) on a ‘certain funds’ basis.

In view of its size, the Acquisition constitutes a “Class 1” transaction for Future under the Listing Rules and therefore is conditional, amongst other things, on the approval of Shareholders. Accordingly, notice of a General Meeting of Shareholders to be convened for 9.00 a.m. (GMT) on 25 November 2019 at the offices of Future at 1-10 Praed Mews, Paddington, London, W2 1QV, is set out in Part 10 (Notice of General Meeting) of this document. The Resolution, being an ordinary resolution, must be passed by a simple majority of votes cast by Shareholders who vote at the General Meeting, either in person or by proxy. The Acquisition cannot proceed if the Resolution is not approved.

The purpose of this document is to provide you with information on the terms of the Acquisition, to explain the background to and reasons for the proposed Acquisition and why the Directors believe the proposed Acquisition is in the best interests of Shareholders taken as a whole and to recommend that you vote in favour of the Resolution as the Directors intend to do in respect of the Ordinary Shares they hold in the Future’s issued share capital.

TI Media is a special interest media publisher with operations in the UK. The Target is the holding company for the brands operated under the TI Media umbrella. The key terms of the Acquisition are described in Part 3 (Summary of the Principal Terms of the Acquisition Agreements) of this document.

If the Resolution is passed at the General Meeting on 25 November 2019, Completion of the Acquisition is expected to take place following satisfaction of the Competition Condition.

2. Summary information on Future and Future’ strategy Future is a global platform business for specialist media, driven by technology, with diversified revenue streams. Future’s business comprises two divisions: “Media” which focuses on eCommerce, events and digital advertising; and “Magazines” which creates specialist magazines and bookazines.

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A global platform business growing organically and through acquisitions Future’s strategy is to build a global platform business for specialist media with diversified revenue streams. Since the initiation of this strategy in 2016, Future has delivered strong growth in revenue and profitability, with the Media division growing both organically and through acquisitions in the UK and US. Future is focused on becoming a global specialist media business in targeted audience vertical markets, underpinned by its proprietary technology. Future has scalable, diversified brands and targets market leadership in its niches. The Directors believe that building a platform business allows the Group to unlock and create significant new revenue streams, expanding its brands and reaching audiences in different ways. Underpinning the strategy are a number of key principles:

Diversifying revenue streams and delivering organic growth In recent years Future has focused on developing a strategy to diversify its revenue streams, ensuring that it maximises the opportunity to monetise more content distribution channels. It has created a proprietary technology stack coupled with a lean operating model that enables this to happen. Future categorises its revenues as either Magazine or Media to make it easier to understand the different characteristics of the revenue streams. Its Media division has driven strong organic growth in eCommerce, events and digital advertising. This growth is a result of Future’s increasing expertise in delivering eCommerce revenue across its brands (increasing to 19 per cent. of Future’s revenue for the six months ended 31 March 2019 from 15 per cent. for the comparative period in 2018) and its ability to capitalise on the changes in digital advertising, with growth in programmatic advertising through its proprietary technology, as well as the use of data to optimise conversion rates.

A key building block of delivering organic growth is in creating the content that audiences want to read, driving increased user readership online. For the six months ended 31 March 2019, Future’s same site traffic grew by 25 per cent., which underpinned the growth in organic media revenues of 38 per cent. in the same period.

Future’s focus on diversifying its revenue streams has also resulted in innovations for its Media Division established through leveraging its technology and data. These include the recent launches of 5GRadar.com (August 2019) and Bikeperfect.com (July 2019), which demonstrate how the Group can leverage content and expertise from across its portfolio to grow new organic revenues. These launches demonstrate how Future can develop content focused products and add them to the Future infrastructure to deliver future growth. The Group continues to adopt a one technology platform approach and during the course of FY19 has migrated seven recently acquired brands onto the highly scalable Vanilla platform, including developing a number of product enhancements required by some of the brands.

Robust technology stack supporting organic growth and scalability Future has developed a robust and efficient technology stack to facilitate the publication of its websites and magazines and that allows for the relatively quick integration of acquisitions onto Future’s integrated media platforms. The principal unifying factor in the Future technology strategy has been to create a media monetisation platform that is scalable, such that as new features are developed they can be shared across all brands, or as new brands are acquired or launched, there is no or limited requirement to invest in further technology.

The Group has a strong track record of acquiring and monetising assets which are perceived to be more traditional and print oriented, through the leveraging of its technology platform. This includes the recent acquisitions Imagine Publishing (September 2016), Home Interest (July 2017), four specialist consumer titles from Haymarket Media Group (May 2018) and Procycling Magazine (February 2019). As a result of having created an efficient technology stack, including integrated rights management and content management systems, Future has been able to easily migrate many of these traditional print led brands to a more digital mind-set. As an example, the advertising stack at Future delivered an immediate revenue uplift at Home Interest following its acquisition and allowed the experienced sales team to focus on more client-led selling.

Acquisitions Targeted acquisitions are a core part of Future’s strategy and Future has acquired a number of businesses in recent years to which the Directors believed that Future could add value.

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Future considers acquisitions from three angles: (1) Operational tactical – typically these are smaller scale opportunities to add a bolt-on brand or revenue stream to the business with little disruption; (2) Operational strategic – these are usually a little larger in size and add new audience communities, new revenue models or scale in a new market (TI Media would be included in this category, following the Acquisition); and (3) Strategically transformational – these are generally very large, typically involving a significant increase in the size and scale of the business, and would involve making a step change in the execution of the business strategy. Future has developed a systematic approach to acquisitions comprising four phases:

Phase 1 (pre-purchase) – Identification l Systemised identification of a long list developed internally before a desktop review to understand the value against strategic filters. Relationships with key staff developed (often CEO to CEO) and thorough due diligence undertaken with financial screening

Phase 2 (first four months) – Integration l Diligence validation and meet and greet of all staff through induction workshops. Management assessment and new structure put in place with a view to cost savings being delivered. Back office systems migration carried out (Finance, IT, HR, Production, Rights Management) before a review of integration

Phase 3 (four to 12 months) – Transformation l Implementation of new revenue streams based on Future platform model with a global audience focus. Websites refreshed and platforms migrated to our Vanilla website platform for best practice sharing. Incentives for key staff reviewed

Phase 4 (one to two years) – Optimisation l Yield and revenue management review, including new product launches with eCommerce growth from digital focus. Followed by a comprehensive review of lessons learnt

Targeting market leading positions Future is a leading company in many of the markets in which it operates. Future aims to create engaged communities through its specialist content. The Directors believe that having market leadership or being the “go to” brand in specialist niches results in a higher likelihood of monetisation through increased audience interaction, increased yields and increased volume of advertising spend. Examples of the Group’s existing market leadership positions are (based on comScore data as at September 2019 or newsstand sales data): l Consumer Technology – 142.8 million audience reach, leading in the UK and the US; l Gaming & Entertainment – 40.5 million audience reach, leading in PC Gaming in the UK and the US; l Music – 17.7 million audience reach, leading in print in the UK and the US, holds the number two and three positions online in the US; l Creative & Photography – 4.2 million audience reach, leading in creative online in the UK and US, leading in photography online in the UK; l Knowledge – 33.4 million audience reach, leading in the US. l Home Interest – 2.2 million audience reach, leading in home building and renovations in the UK.

3. Reasons for the proposed Acquisition The Directors believe that both the strategic and financial rationales for the Acquisition are compelling and that the Acquisition is strongly aligned to the Group’s existing strategy. The combination of Future and TI Media will allow the Enlarged Group to expand its presence into a number of existing markets and enter into new markets, creating significant scale in the UK market in particular. In addition, the Directors believe that Future’s platform can be applied to a number of TI Media’s content categories and iconic titles to create scalable new Media revenue streams. Future has recent experience in delivering scalable new Media revenue streams, with the expansion of the acquired Home Interest portfolio into a new global brand with an eCommerce led editorial strategy (realhomes.com) the creation of a new video on demand show (The Real Homes Show) and an extension of the existing events strategy, all while continuing to grow the magazine

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business. While the recent acquisition of the cycling titles from Immediate enabled Future to use its editorial expertise to launch a new cycling brand (Bikeperfect.com) within five months of acquiring the business. TI Media’s diverse portfolio of new verticals, including Gardening, Golf, Country Living and Wine coupled with the increased leadership position in Home and Cycling, amongst others, present a material opportunity for Future to replicate the successes seen on other similar acquisitions.

Expand Future’s presence across existing markets, entry into market leading specialist verticals and audience diversification One of the key principles that Future executes against is that its businesses need to be experts in their respective fields, and the acquisition of TI Media will introduce three new specialist verticals to the Group: Lifestyle (Decanter, Country Life, Wallpaper); Women’s Interest (Woman’s Weekly, Woman’s Own, Woman, Chat); and Sport (Golf Monthly, Horse & Hound to sit alongside Future’s existing sports titles). The Directors believe that the Future operating model, coupled with its proprietary technology platform, enables the acceleration of a diversified strategy for these new verticals quickly, economically and at scale. In these content verticals, which are new to the Group, TI Media holds market leading positions in print in Country Living, Marine and Equestrian (according to ABC) and brings with it long-standing expertise with a number of heritage brands such as the 135-year old Horse & Hound magazine. The specialist portfolio also includes a number of other brands in new areas for the Group, including Craft and Wine, which the Directors believe offer interesting expansion opportunities into Media revenue models. The new verticals are in valuable content areas which Future has been seeking to enter for some time. Future has demonstrated a strong track record of monetising specialist content and the Directors believe that the Group can drive significant value from the monetisation of these new content areas.

The Directors believe that the Acquisition will allow the Enlarged Group to scale up its presence in a number of existing verticals, in particular, Technology (Trusted Reviews); Gaming & Entertainment (What’s on TV, TV Times) and Home Interest (Country Life, Homes & Gardens). The Target’s portfolio includes iconic brands such as Country Life and Home & Gardens, in addition to Ideal Home, Living Etc, Country Homes & Interiors, 25 Beautiful Homes and Style at Home, making it the UK’s number one homes print portfolio (according to ABC), which the Directors believe will further strengthen the Enlarged Group’s presence in that vertical.

The Acquisition will also allow Future to enter new markets such as TV weeklies. While the strategy for the TV weeklies to date has been print led, with a high subscriber base mitigating newsstand volume declines, management believe there is an opportunity to materially grow the digital audience and capitalise on eCommerce opportunities.

The addition of these new content verticals to Future’s magazine portfolio is expected to add approximately 870,000 to Future’s existing Gaming and Entertainment audience reach and other TI Media brands are expected to expand Future’s Home Interest audience by 10.3 million.

Leveraging Future’s technology and media platform The majority of TI Media’s historical revenue has been print led and the integration of the Target Group into the Enlarged Group is expected to provide the opportunity to leverage Future’s proven technology platform and SEO expertise to grow new digital revenue monetisation models. In line with the strategy executed by Future over the previous three years, with both legacy and recently acquired brands, Future’s technology platform provides the opportunity to launch new websites leveraging TI Media’s content. This diversification of the revenue model should lead to an improved quality of earnings at the TI Media business. The Group’s track record in this area has been demonstrated through the successful digital monetisation of Home Interest, the migration of What HiFi onto the Future technology platform and, more recently, the migration of Cyclingnews.com among other brands.

One of the benefits of Future’s technology platform is the fully integrated programmatic sales tool, Hybrid, and the eCommerce affiliate marketing engine, Hawk. Through migration to Future’s technology platform and taking the same approach as Future’s management has with historic acquisitions, the Directors believe TI Media would see increased digital monetisation in these areas.

Future’s Vanilla website platform and SEO expertise provides a platform for the growth of a digital audience of scale, which the Directors believe can then be monetised. The Target is currently monetised almost entirely in the UK, therefore the Directors believe there is the potential for expanding the digital brands into the US,

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as a greenfield monetisation opportunity, as a result of the geo-localisation functionality in the technology stack coupled with the presence and expertise of local teams.

Due to TI Media’s more print orientated business (revenue from magazines and publisher services accounted for 73 per cent. and 11 per cent., respectively, of total continuing revenue for the year ended 31 December 2018), management expects the share of Magazine and Publisher Services revenue to increase following Completion, although management expect that within the first full financial year, more than 50 per cent. of revenues and more than 60 per cent. of contribution of the Enlarged Group would come from the Media division.

Revenue from digital advertising, eCommerce and audience accounted for approximately 9 per cent. of the Target’s total revenue for the year ended 31 December 2018 compared to 57 per cent. of Future’s total revenue for the six months to 31 March 2019. The Directors believe that this indicates that there is a significant opportunity for the growth of Media revenues within the TI Media business under Future’s ownership.

New geographies and monetisation models Premium subscriptions – Decanter is a global authority on wine and comprises a multidimensional brand that operates in print as well as awards and events in the UK and Asia. Decanter hosts the largest wine awards with 20,000 paid entries. Decanter.com’s audience includes Decanter Premium paid subscribers, accessing content behind the paywall, with access to 33,000 wine reviews. Growth in premium subscribers was 63 per cent. over the 12 months to September 2019. While Decanter is a global brand, its US audience is under-indexed; out of its global audience 24 per cent. of users are in the UK and 38 per cent. in the US. There are also expansion opportunities in Asia following eight years of the Decanter Asian World Wine Awards. There is an opportunity both to expand Decanter’s premium subscription model and to apply that monetisation model to other verticals and brands within the Enlarged Group.

Global scale presents opportunities – TI Media has been a largely UK focussed business with 89 per cent. of its revenues for the year ended 31 December 2018, being generated in the UK. Future’s global operating model, including local sales teams in the US, Canada and Australia represent an opportunity to expand the audience reach of TI Media. Due to the domestic focus and operating model of TI Media there has been little focus on the US opportunity, the combination of Future’s Hybrid Advertising platform coupled with Future’s local US and Australian sales and marketing teams represent an opportunity to develop TI Media’s brands. Future’s centralised licensing and syndication team also provide an opportunity to distribute the TI Media content into non-UK markets. Future has demonstrated its ability to grow UK domestic brands into online global brands. An example of this within the Company’s existing portfolio is What Hifi, which has grown a material US online presence under Future’s ownership.

New advertising base – The Acquisition is expected to materially diversify the audience reach of Future and currently females comprise 63 per cent. of TI Media’s audience. This compares to Future’s audience which is predominantly male (approximately 60 per cent.) and would broaden the Group’s appeal to a wider range of advertising partners. Partly as a result of this difference in demographics, there is very limited overlap between existing advertisers which presents an opportunity to cross sell within the UK.

Creating centres of excellence Future aims to deliver organic revenue growth through best in class content, monetised via numerous revenue streams supported by centralised hubs. Through the execution of Future’s stated strategy, Future has created centres of excellence in events, email marketing, newsletters, SEO, licensing, syndication and eCommerce. Future believes the Acquisition represents an opportunity to expand the capability of TI Media in areas in which the Group has already created centres of excellence. This is expected to be achieved through the sharing of best practices, content and resources across both businesses. Examples of this include sharing of SEO best practice to help support increased growth in digital audiences. This approach was successful in the acceleration of the digital audience growth in Tom’s Guide (acquired as part of the acquisition of Purch B2C), while the opportunity to monetise global audiences through accessing Future’s centralised licensing and syndication teams is expected to create higher margin earnings. An additional example of the benefits of the centres of excellence is Future’s global events teams, which operate as one function across the US and the UK, servicing both the business to business and the business to consumer brands. The Directors believe that moving TI Media events to this model will create process efficiencies as

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well as benefits from expert marketing teams. Future’s centralised hubs model allows the business to scale in a cost effective manner and will facilitate the delivery of synergies (further details are set out in paragraph 6 of this Part 1).

Strong financial rationale In addition to meeting the Group’s strategic criteria for acquisitions, the Directors believe that the financial rationale for the Acquisition is compelling. The Directors have carefully reviewed the prospects of the Enlarged Group, as well as the expected synergy benefits and associated costs of achieving them. The Enlarged Group will be of a greater scale which the Directors believe will give rise to benefits in advertising and distribution arrangements as well as procurement. The Group’s management team has significant experience in successfully integrating acquisitions, delivering cost synergies and driving new monetisation channels. The acquisition enterprise value equates to a multiple of 4.9x the Target’s Adjusted EBITDA (pre synergies) on a last 12 month basis (to 31 May 2019). The key elements of the financial rationale are: l The Directors expect the Acquisition will be materially earnings enhancing in the first full year following Completion; l Cost synergies of £15 million per annum with total restructuring costs of £9 million to achieve these (further details are set out in paragraph 6 of this Part 1); l The Directors expect the Acquisition will deliver a return on invested capital in excess of Future’s weighted-average cost of capital within the first full year following Completion; l Expectations of strong cash generation which should provide further opportunities to invest in growth with expectation of normalised cash conversion of 85-90 per cent. to free cash flow as part of Future; and l Acquisition of scale – the Target reported continuing revenue of £201.5 million and Adjusted EBITDA of £28.7 million for the 12 months ended 31 May 2019 (unaudited).

Proven management team with a track record of successfully integrating acquisitions The Future management team has deep experience of integrating acquisitions built up over a number of years. The TI Media business is well known to management, being an asset management identified more than two years ago as a strategic fit, and the Directors believe this will facilitate the integration process.

4. Summary Information on TI Media

TI Media is a consumer magazine and digital publisher in the United Kingdom, with a portfolio selling LR 10.4.1(2)(b) approximately 33.2 million magazine copies in each of the last two years. The business of TI Media came together as a result of a number of media mergers and acquisitions over the last century. The International Publishing Corporation Ltd was formed in 1963 following the merger of the UK’s then three leading magazine publishers - George Newnes, Odhams Press and Fleetway Publications - which came together with the Mirror Group to form the International Publishing Corporation (“IPC”). IPC Magazines was created five years later, in 1968. A number of the titles launched by TI Media in the late 19th Century are still being published today under the TI Media umbrella. The Field, which launched in 1853, and joined the IPC stable in 1994 following the acquisition of Harmsworth Magazines, is the oldest brand within the business.

IPC was acquired by Time Warner in 2001 and was renamed Time Inc. UK in 2014 after Time Inc. acquired the company in connection with its spinoff from Time Warner. Shortly after Time Inc.’s subsequent acquisition by Meredith Corporation in 2018, Time Inc. UK was acquired by a vehicle owned by funds advised by Epiris LLP and rebranded to TI Media in June 2018. In September of 2018, TI Media sold its library of pre-1970 IPC Comics titles to Rebellion Developments and, in 2019, TI Media sold its music magazines to Bandlab Technologies.

TI Media’s portfolio includes 41 brands and ten weekly titles, of which three are in the TV listing vertical including the 64-year old TV Times.

TI Media also includes the UK’s number one homes print portfolio, which includes six magazines and three websites. While the audience demographic is broad, on average it reaches the 35 years old and over category, with 63 per cent. of its audience being female. The addition of TI Media’s brands to Future’s existing portfolio would result in the Group publishing over 220 brands globally.

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TI Media’s digital portfolio has an audience reach of 26.8 million monthly unique browsers, generating approximately 66.6 million monthly page views; and has approximately 45 per cent. of its online audience based in the UK (in each case, as at August 2019). The digital portfolio includes leading consumer technology brand Trusted Reviews and also Marieclaire.co.uk which had 1.8 million unique users a month in June 2019.

Examples of TI Media’s audience reach include: l Sport – 4.6 million audience reach l Women Interest – 12.7 million audience reach l Lifestyle – 6.8 million audience reach

TI Media’s business also includes the UK’s second largest distributor of magazines Marketforce. The Directors believe that the ownership of Marketforce, a leading UK newstrade sales, marketing and distribution business, which is owned by TI Media, will facilitate the integration of the Group’s magazine supply chain. Marketforce is the link between publishers and retailers, providing a comprehensive range of circulation and distribution services for TI Media’s portfolio. In recent years, Marketforce has expanded its strategy to be the partner of choice for the magazine industry by introducing subscription management to its product offering, and a full-service subscription management service which now manages all the consumer subscriptions for TI Media. It is management’s view that this investment could be leveraged to support the Future subscription model, resulting in cost savings and revenue opportunities.

Part of the business offering includes a number of events and awards programs, including the iconic Decanter awards, with over 20,000 paid entries a year, 400,000 unique users a month and over 5,000 subscribers to its digital premium subscription brand. Growth in premium subscribers was 63 per cent. over the last 12 months to September 2019.

5. Summary financial information on the Target Group

LR 10.4.1(2)(e) The Target Group generated £225.8 million of revenues and £31.1 million of adjusted EBITDA in the year LR 13.5.4(1) ended 31 December 2018. Of the total revenues, 67.6 per cent. were revenues from the Target’s magazines, LR 13.5.6 LR 13.5.7(1) which declined by 4.7 per cent. in 2018; 15.1 per cent. were revenues from the Target’s media business, LR 13.5.7(2) LR13.5.7(3)(a) which grew by 9.6 per cent. in 2018; and 10.5 per cent. were revenues from the Target’s publisher services LR 13.5.8(1) business, which grew by 2.6 per cent. in 2018, in each case compared to the prior year. In the 12 months LR 13.5.8(2) LR 13.5.3B(2) ended 31 May 2019 (unaudited), the Target Group reported continuing revenue of £201.5 million and LR 13.5.9 adjusted EBITDA of £28.7 million. In 2018, the Target generated adjusted free cashflows1 of £30.6 million.

Selected Financial Information 31 May 2019 Year ended 31 December LTM 2018 2017 2016 (£m, unaudited) (£m, audited) Magazine revenue 147.9 152.6 160.2 175.0 Media revenue 31.2 34.1 31.1 28.2 Publisher services revenue 22.4 23.7 23.1 16.9 –––––––––––– –––––––––––– –––––––––––– –––––––––––– Net continuing revenue 201.5 210.4 214.4 220.1 –––––––––––– –––––––––––– –––––––––––– –––––––––––– Discontinued revenue 10.3 15.4 26.5 40.4 –––––––––––– –––––––––––– –––––––––––– –––––––––––– Net Revenue total 211.8 225.8 240.9 260.5 –––––––––––– –––––––––––– –––––––––––– ––––––––––––

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Selected Key Performance Indicators 31 May 2019 Year ended 31 December LTM 2018 2017 2016 £m £m £m £m Adjusted EBITDA 28.7 31.1 29.8 26.0 Adjusted EBITDA margin 14% 14% 12% 10% Magazine revenue as % of net continuing revenue 73% 73% 75% 80% Media revenue as % of net continuing revenue 15% 16% 15% 13% Adjusted free cash flow1 30.6 19.8 0.6 Adjusted cash conversion2 98% 66% 2% EBITDA Reconciliation Table 31 May 2019 Year ended 31 December LTM 2018 2017 2016 £m £m £m £m Operating (loss)/profit before interest and share of associate and joint venture 11.5 (8.5) 4.4 1.2 Exceptional items3 8.1 28.2 17.1 18.4 Share based payments – 2.5 1.4 0.9 Depreciation 1.9 2.0 3.0 2.4 Amortisation of intangible assets 7.2 6.9 3.9 3.1 –––––––––––– –––––––––––– –––––––––––– –––––––––––– Adjusted EBITDA 28.7 31.1 29.8 26.0 –––––––––––– –––––––––––– –––––––––––– ––––––––––––

Note: 1. Adjusted free cashflow is defined as adjusted EBITDA less capital expenditure and working capital. Historic cash-flows have been adjusted to exclude exceptional items however working capital movements do include provision movements in relation to exceptional items. 2. Adjusted cash conversion is defined as Adjusted free cash flow as a percentage of Adjusted EBITDA. 3. The Target Group has principally incurred exceptional items arising from the sale by Time Inc of TI Media to a subsidiary of the Target, including impairments on specific elements on evaluation of the portfolio of titles and rights, from the former defined benefit pension plan amendments and from the continuing reorganisation of the cost structure of the business incurring office site consolidation, consultancy and severance costs.

LR 13.5.9 Investors should read the whole of this document and not rely solely on the summary LR 13.5.11 financial information in this section. Further financial information is contained in Part 4 (Historical Financial information Relating to TI Media).

6. Synergies and integration of the Target

The Group has a track record of delivering synergies from previous acquisitions and the Directors believe LR 13.5.9A(1) LR 13.5.9A(2) that there is scope for a material level of cost synergies that could be delivered in the following areas: LR 13.5.9A(3) LR 13.5.9A(4) l back office functions - £5.3 million of synergies from consolidation of management teams, integration LR 13.5.9A(5) of support functions and efficiency improvements from adopting Future’s operating model, processes, IT platforms and tools; l front office functions - £6.0 million of synergies from integration of business facing functions, deployment of Future’s editorial model across the combined business and efficiency improvement driven by consolidated portfolio of brands and Future’s digitally focused approach; and l other overhead costs - £3.7 million of synergies from office rationalisation, consolidation of IT contracts and professional fees.

The Directors believe that Future’s recent experience in acquiring and integrating acquisitions will be beneficial as the two businesses are brought together. It is anticipated that the total cost savings achieved in connection with acquisition will be a run rate of £15 million per annum and will be achieved within 24 months, with a significant proportion of these savings to be achieved in the first full financial year following completion of the acquisition. It is anticipated that total restructuring costs of £9 million will be incurred by the end of the financial year ending 30 September 2021 in order to deliver these cost savings. The overall synergies of £15 million represent approximately 5 per cent. of the combined cost base based on the financial year 2018 (ended 30 September 2018 for Future and 31 December 2018 for the Target).

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The synergies identified above reflect both the beneficial elements and the relevant costs that will arise as a result of the Acquisition. The synergies are contingent on the Acquisition completing and could not be achieved by Future and the Target operating independently.

The Group has developed an integration plan which follows the four-phase approach described above. The Company expects the integration plan would be broken into the following stages: l Pre-completion: Undertake detailed integration planning sessions; confirm go forward organisation structures, harmonisation of terms, including “day 1 teams”; and confirm location strategy. l First 90 days post Completion: Integration of key back office systems, including GL and editorial tools; implementation of new combined management team; and creation of key new eCommerce lead brands. l Within six months of Completion: Deliver the new eCommerce opportunities in Sports, Craft and Women’s Fashion; deliver identified cost savings; and achieve the benefits of scale in advertising and distribution relationships. l Within 12 months: Integration of all digital platforms to Vanilla sites; renegotiation of all key contracts to deliver procurement savings; and complete the organisational change and implement the new operation model.

7. Principal Terms of the Acquisition LR 10.4.1(2)(a)

On 30 October 2019, Future Holdings 2002 Limited, a subsidiary of Future, (the “Purchaser”), Future as LR 10.4.1(2)(c) guarantor and the sellers named therein (the “Sellers”) entered into the Share Purchase Agreement, pursuant to which the Purchaser agreed to acquire 100 per cent. of the share capital in the Target for an aggregate sum of £140 million on a cash-free and debt-free basis with a normalised level of working capital.

Completion of the Acquisition is subject to (i) the passing of the Resolution without amendment at the General Meeting or any adjournment thereof, but no later than 6 December 2019, (ii) the Competition Condition (as more fully described in Part 3 (Principal Terms of the Acquisition Agreements)) and (iii) the placing and sponsor agreement between Future, Numis and N+1 Singer (the “Placing and Sponsor Agreement”) not having been terminated in accordance with its terms.

Details of the Share Purchase Agreement and other related acquisition agreements are set out in more detail in Part 3 (Principal Terms of the Acquisition Agreements) of this document.

8. Financial impact of the Acquisition

Your attention is drawn to Part 5 ( ) of this LR 10.4.1(2)(f) Unaudited Pro Forma Financial Information of the Enlarged Group LR 13.5.9 document, which contains an unaudited pro forma net asset statement of the Group as at 31 March 2019, LR 13.5.8(1) LR 13.5.8(2) assuming that the Acquisition had occurred on 31 March 2019. As more fully described in Part 5 (Unaudited LR 13.5.7(3)(c) LR 13.4.1(5) Pro Forma Financial Information of the Enlarged Group) of this document, on a pro forma basis and based LR.10.4.1(2)(b) on the assumptions described therein, the pro forma net assets of the Enlarged Group as adjusted for the Acquisition would be £284.8 million. This information has been prepared for illustrative purposes only.

The Board believes that the Acquisition will generate considerable value for Shareholders. The key financial LR 13.5.9A(1) LR 13.5.9A(2) implications of the Acquisition are expected to be: LR 13.5.9A(3) LR 13.5.9A(4) l Materially earnings enhancing in the first full year following Completion; LR 13.5.9A(5) l Cost synergies are expected to be £15 million per annum;

LR 13.4.1(2) 10 l The Directors expect the Acquisition will deliver a return on invested capital in excess of Future’s weighted-average cost of capital within the first full year following Completion; l Expectations of strong cash generation which should provide further opportunities to invest in growth with leverage remaining below 1.5x; and l The Group will remain appropriately leveraged and retain significant financial flexibility with the cash generative nature of the Target and its existing business allowing it to de-lever quickly following Completion.

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9. Financing of the Acquisition

The consideration for the Acquisition will be satisfied entirely in cash. The consideration and related transaction costs will be funded by the net proceeds of the £104.4 million (gross proceeds) raised by the Company pursuant to the Placing, as announced on 30 October 2019, and the balance from the £45 million accordion facility provided under the RCF Agreement (as described in paragraph 9.1 of Part 6 (Additional Information) on a ‘certain funds’ basis.

10. Current trading and prospects

LR.13.4.1(2)10 The Group

On 30 October 2019, Future published an announcement relating to the Acquisition, which set out the LR 13.5.6 LR 13.5.7(1) following: LR 13.5.7(2) LR 13.5.7(3)(a) LR 13.5.8(1) “The financial year ended strongly with revenues in the region of £220 million, and as such the Directors LR 13.5.8(2) expect trading to be at the top end of the Board’s expectations, and the Board remains confident in another strong year in 2020.”

TI Media Since 31 December 2018, trading has been in line with expectations and there has been no significant change in the financial or trading position of TI Media since that date.

11. Dividend policy

The Group aims to pursue a progressive dividend policy whilst optimising value for shareholders by balancing LR 13.5.7(3)(b) LR 13.5.3A(i) returns to shareholders with investment in the business to support future growth and accordingly has a dividend policy which requires dividend cover to be at least four times earnings and cash. The Board paid a dividend of 0.5 pence per share as a final dividend for the year ended 30 September 2018. Future’s Employee Benefit Trust waives its entitlement to any dividends.

12. General meeting

Notice of the General Meeting is set out in Part 10 (Notice of General Meeting) of this document. LR 13.3.1(2)

The Acquisition is conditional upon the approval of Shareholders at the General Meeting. You will find set out at the end of this document a notice convening a general meeting of Future to be held at the offices of Future, 1-10 Praed Mews, London W2 1QY at 9.00 a.m. (GMT) on 25 November 2019. The General Meeting is being held for the purpose of considering and, if thought fit, passing the Resolution.

13. Action to be taken

General Meeting If you are a Shareholder, you will find enclosed with this document a Form of Proxy for use at the General Meeting. Whether or not you intend to be present at the General Meeting, you are asked to complete the Form of Proxy in accordance with the instructions printed on it and to return it to Computershare, as soon as possible and, in any event, so as to arrive not later than 9.00 a.m. (GMT) on 21 November 2019.

The completion and return of the Form of Proxy will not preclude you from attending the General Meeting and voting in person if you wish to do so. You may also submit your proxies electronically at www.investorcentre.co.uk using your Investor Code found on the Form of Proxy. If you hold shares in CREST, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to the issuer’s agent, ID 3RA50, so that it is received no later than 9.00 a.m. (GMT) on 21 November 2019.

14. Risk factors and further information The purpose of this document is to provide you with information on the terms of the Acquisition, to explain the background to and reasons for the proposed Acquisition and why the Directors believe the proposed Acquisition is in the best interests of Shareholders taken as a whole and to recommend that you vote in

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favour of the Resolution as the Directors intend to do in respect of the Ordinary Shares they hold in the Future’s issued share capital.

Shareholders should consider fully and carefully the risk factors, as set out in Part 2 (Risk Factors) of this document. This letter is not, and does not purport to be, a summary of this document and therefore should not be regarded as a substitute for reading this document. You should read the whole of this document, the documents incorporated herein by reference and not rely solely on the information set out in this Part 1 (Letter from the Chairman) of this document.

The results of the votes cast at the General Meeting will be announced as soon as possible once known through a Regulatory Information Service. It is expected that this will be on 25 November 2019.

15. Recommendation LR 13.3.1(5) The Board believes the Acquisition to be in the best interests of Future and Shareholders as a whole and, accordingly, unanimously recommends that Shareholders vote in favour of the Resolution, as the Directors each intend to do in respect of their own legal and beneficial holdings, amounting to 459,511 Existing Ordinary Shares (representing approximately 0.5 per cent. of Future’s existing issued share capital as at the Latest Practicable Date). Those Directors who hold Ordinary Shares have provided irrevocable undertakings that they will vote in favour of the Resolution to be proposed at the General Meeting.

Yours sincerely,

Richard Huntingford Chairman

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PART 2

RISK FACTORS

A number of factors affect the operating results, financial condition and prospects of each of the Group and LR 13.4.1(2) 3 the Target Group and, following Completion, will affect the Enlarged Group. Some of the following risk factors apply to carrying on the Group’s, the Target Group’s and, following Completion, the Enlarged Group’s business generally, while others are specific to the Group, the Target Group and, following Completion, the Enlarged Group. The risks described below are based on information known at the date of this document and are not an exhaustive list and should be used as guidance only. Additional risks and uncertainties currently unknown to Future and the Directors, or that Future and the Directors do not currently consider to be material, may also have an adverse (or materially adverse) effect on the business, financial condition, results of operations and prospects of the Group and/or, following Completion, the Enlarged Group. If any, or a combination, of the following risks actually materialise, the business, results of operations, financial condition, share price and prospects of the Group and, following Completion, the Enlarged Group could be materially adversely affected and potential investors may lose all or part of their investment.

Shareholders should review this document carefully and in its entirety (together with any documents incorporated by reference into it) and consult with their professional advisers. For the avoidance of doubt, nothing in the risk factors outlined in this section is intended to qualify the statement made in respect of the Group’s working capital statement in paragraph 5 of Part 6 (Additional Information) of this document.

RISK FACTORS RELATING TO THE ACQUISITION

The Group may experience difficulties in integrating the management and operation of the Target Group with the existing business carried on by the Group and the Enlarged Group may not realise, or it might take the Enlarged Group longer than expected to realise, certain or all of the anticipated benefits of the Acquisition There is a risk that the benefits of the Acquisition anticipated by the Directors fail to materialise, that they are materially lower than have been estimated, take longer or cost more to achieve, or that the Target Group’s business will fail to perform as expected. The expected synergies and cost savings are based upon Future’s assumptions about the Group’s ability to integrate the Target Group in a timely fashion and within certain cost parameters. The Enlarged Group’s ability to achieve targeted synergies and cost savings is dependent upon a significant number of factors, some of which may be beyond the Enlarged Group’s control. If one or more of the underlying assumptions regarding any integration process proves to have been incorrect, these efforts could lead to substantially higher costs than planned and the Enlarged Group may not be able to realise fully, or in the anticipated time frame, the expected benefits of Future’s targeted synergies and cost savings. Also, synergies and cost savings may not be realised or sustained due to changes in customer needs, laws, difficulty of integrating employees or other variables.

Until the Acquisition, the Group and the Target Group will have operated as separate businesses. The Acquisition will require the integration of the Target Group with the existing head office functions of Future and the success of the Enlarged Group will depend, in part, on the effectiveness of the integration process and the ability of the Enlarged Group to realise the anticipated benefits without adding significant back office overhead or other costs.

If the Enlarged Group is unable to realise expected benefits, or these benefits take longer to achieve, this could have a significant impact on the profitability of the Enlarged Group going forward and a material adverse effect on the Enlarged Group’s business, financial condition, prospects and/or results of operations.

The due diligence process that the Group and, following Completion, the Enlarged Group undertakes in connection with acquisitions may fail to uncover relevant information concerning a target business The Group has made a number of acquisitions in the past few years. Prior to making an acquisition, the Group conducts due diligence that it deems reasonable and appropriate based on the facts and circumstances applicable to each acquisition. When conducting due diligence, the Group and, following Completion, the Enlarged Group may be required to evaluate important and complex business, financial, tax, accounting, legal issues, and outside consultants, legal advisors, accountants and investment banks

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may be involved in the due diligence process in varying degrees depending on the type of acquisition. Nevertheless, when conducting due diligence and making an assessment regarding an acquisition, including the Acquisition, the Group and following Completion, the Enlarged Group relies on the resources available to it, including information provided by the target business. The due diligence process may at times be subjective and the Group’s and, following Completion, the Enlarged Group’s assessments are subject to a number of assumptions relating to profitability, growth and company valuations. Accordingly, there can be no assurance that the assessments or due diligence conducted regarding target businesses will prove to be correct or reveal or highlight all relevant facts that may be necessary or helpful in evaluating the potential acquisition, and actual developments may differ significantly from the Group’s and, following Completion, the Enlarged Group’s expectations. As a result, the Group and, following Completion, the Enlarged Group may pay too high a price to acquire a business, assume unexpected liabilities or lose customers or employees following the acquisition. If any or all of these risks were to materialise, the result could have a material adverse impact on the Group’s and, following Completion, the Enlarged Group’s business, financial condition, prospects and/or results of operations.

The Group and, following Completion, the Enlarged Group will have a material exposure to newstrade revenue, which is dependent on one national wholesale distributor in the UK Following Completion, newstrade will continue to be an important source of revenue for the Enlarged Group. As the magazine market has declined, distributors have concentrated wholesale distribution through one national distribution partner which services all publishers in the UK market. The Group and, following Completion, the Enlarged Group therefore has, and will continue to have, a dependency on this distributor delivering magazines into stores in a timely and efficient manner in line with the contractual agreement. To the extent that this national distribution partner is unable to make deliveries on time, there is a risk that the Group’s and, following Completion, the Enlarged Group’s operations may be negatively affected, which could have a material adverse impact on the Group’s or, following Completion, the Enlarged Group’s business, financial condition, prospects and/or results of operations.

The Group is exposed to any deterioration in trading in the Target Group’s business between the signing of the Share Purchase Agreement and Completion The Share Purchase Agreement was entered into on 30 October 2019. Due to the equity fundraising, shareholder approvals and competition authority approvals required to be obtained prior to Completion, there will likely be a period during which the Group will be exposed to any adverse change in the financial position and future prospects of the Target Group. Any such changes could have a material adverse effect on the Group’s business, financial condition, prospects and/or results of operations.

The Acquisition is conditional and the conditions may not be satisfied Completion of the Acquisition is conditional upon satisfaction of the following conditions, (i) the passing of the Resolution without amendment by no later than 6 December 2019; (ii) the Competition Condition; and (iii) there having been no termination of the Placing and Sponsor Agreement in accordance with its terms.

In the event that the conditions are not satisfied by 30 June 2020 (or such later date as the parties may agree in writing), the Share Purchase Agreement will automatically terminate, in accordance with its terms.

There can be no assurance that the conditions will be fulfilled and accordingly that the Acquisition will be completed.

The Group has incurred significant transaction costs in connection with the Acquisition and a failure to complete the Acquisition may have an adverse effect on the financial condition and future operating results of the Group and/or the trading price of Ordinary Shares may decline.

Any approval granted by the CMA may take longer than expected to obtain or may be granted subject to conditions, such as the divestment by the Group of certain assets. Any such conditions required by the CMA could have a material adverse effect on the implementation of the Acquisition and/or the operations and financial results of the Enlarged Group.

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There is a risk that a claim may be made against Future under the warranties in the Share Purchase Agreement The Share Purchase Agreement contains certain warranties given by Future in favour of the Sellers. If Future is required to make payments in respect of any of these warranties, this may have an adverse effect on the Group’s cash flow and financial condition. Further details of the Share Purchase Agreement are set out in paragraph 9.8 of Part 6 (Additional Information) of this document.

The Share Purchase Agreement includes limited protections provided to Future by the Sellers, and the W&I Policy is subject to certain limitations The liability of the Sellers pursuant to the Share Purchase Agreement is limited in time and amount. Accordingly, Future may not have recourse against, or otherwise be able to recover from, the Sellers in respect of material losses which it may suffer in respect of a breach of warranty or other provisions in the Share Purchase Agreement. Although the Sellers may be contractually liable in respect of such claims, there can be no assurance that it will have sufficient funds to satisfy its obligations thereunder. Therefore, the Group may have limited redress against the Sellers in respect of claims for breach of the warranties and other provisions in the Share Purchase Agreement.

Recovery under the W&I Policy is also limited in time and amount and subject to certain deductibles and other limitations and exclusions. Accordingly, Future may not be able to recover (or fully recover) its losses under the W&I Policy in respect of breaches of certain representations and warranties or matters that are excluded from coverage under the W&I Policy.

If any material liabilities arose and it was not possible to make a claim under the warranties or in respect thereof, or if any losses could not be recovered in respect of claims under the warranties (whether from the Sellers or under the W&I Policy), this could adversely affect the Group’s business, results of operations, financial conditions and prospects. Further details of the Share Purchase Agreement are set out in paragraph 9.8 of Part 6 (Additional Information) of this document.

RISKS RELATING TO THE BUSINESS OF AND THE INDUSTRY IN WHICH THE GROUP AND, FOLLOWING COMPLETION, THE ENLARGED GROUP OPERATES

Structural changes in the Group’s operating environment may lead to a faster rate of decline in print revenue than anticipated The structural change in the Group’s and, following Completion, the Enlarged Group’s, operating environment and the pace of transition from print remain a substantial risk for the Group and, following Completion, the Enlarged Group. There is a risk that print circulation volumes and print advertising revenues decline at a faster rate than anticipated and cannot be offset by efficiencies in the associated cost base.

Reductions, including over and above those already anticipated, in the Group’s and, following Completion, the Enlarged Group’s advertising revenues could result from, amongst other things: l a permanent decline in the amount spent on advertising in general; l a decline in the popularity of the Group’s and, following Completion, the Enlarged Group’s editorial content or perceptions of the Group’s and, following Completion, the Enlarged Group’s brands and/or publications; l the use of alternative means of delivery, such as radio and television broadcasting, direct mail and “below-the-line advertising” (which is advertising in non-traditional media); l the activities of the Group’s and, following Completion, the Enlarged Group’s competitors, including increased competition from other local, regional and national local entertainment guides or new market entrants; l a decrease in advertising yields; and l the closure of overseas distribution networks reduces sales opportunity and exposes a credit risk.

A significant decline, over and above what is currently anticipated by the Group and, following Completion, the Enlarged Group, in its print advertising revenues, as a result of any one or a combination of the foregoing factors, could have a material adverse effect on the Group’s and, following Completion, the Enlarged Group’s business, results of operations and financial condition.

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Unforeseen or rapid changes in technology relating to printing, digital or other distribution platforms may result in higher than expected capital expenditure and/or a loss of competitive positioning relative to other market players Capital expenditure on digital technology, intellectual property and other assets can be significant. It is difficult to predict future changes and the cost of updating, renewing or replacing existing technologies and the impact of this on the Group’s and, following Completion, the Enlarged Group’s operating performance. Were a significant change to occur that required material unforeseen expenditure, this could have a material adverse effect on the Group’s and, following Completion, the Enlarged Group’s business, results of operations and financial condition.

The Group’s and, following Completion, the Enlarged Group’s success depends on its ability to innovate and to provide functionality that makes its websites user-friendly for consumers and to continue to adapt its digital products and features to changing market demands. If the Group and, following Completion, the Enlarged Group is unable to continue offering innovative products, it may be unable to attract additional consumers or retain its current consumers, which could have a material adverse effect on its business, results of operations, financial condition and prospects.

If the Group and, following Completion, the Enlarged Group is unable to invest in state of the art technology, it could lose significant opportunities for new advertising revenue from digital sources while also losing advertising revenue from traditional sources due to the general reallocation from print to digital advertising taking place.

Unforeseen or rapid changes to search engines’ algorithms or terms of service could cause the Group’s and, following Completion, the Enlarged Group’s websites to be excluded from or ranked lower in organic search results A material proportion of traffic visits to the Group’s websites are and, following Completion, the Enlarged Group’s websites, will be as a result of organic referrals from search engines. Transactions effected by consumers in this way result in higher margins to the Group and, following Completion, the Enlarged Group, as there are lower associated direct costs. Search engines do not accept payments to rank websites in their organic search results and instead they rely on algorithms to determine which websites are included in the results of a search query. An unexpected change in how search engines prioritise search traffic could have a material impact on the Group’s and, following Completion, the Enlarged Group’s ability to generate traffic to its websites, causing a reduction in advertising inventory and potential eCommerce traffic which, in turn, could adversely impact the business, results of operations, financial condition and prospects of the Group and, following Completion, the Enlarged Group.

The Group and, following Completion, the Enlarged Group are affected by economic conditions of the sector and regions in which they and their customers operate The Group depends and, following Completion, the Enlarged Group will depend on consumers spending discretionary funds on leisure activities. The prevailing global economic climate, inflation, levels of employment, real disposable income, salaries, wage rates, interest rates, consumer confidence and consumer perception of economic conditions can all influence customer spending decisions adversely.

The Group has and, following Completion, the Enlarged Group will have substantial operations in the United Kingdom and the United States, and as a result will continue to be exposed to macro-economic conditions in both these markets. These conditions may be affected by a variety of domestic and international factors, including the result of the referendum in the United Kingdom in June 2016, in which a majority of voters voted in favour of the United Kingdom withdrawing from the EU (commonly referred to as Brexit). The UK was originally scheduled to leave the European Union on 29 March 2019, which was then extended to 31 October 2019 and has now been extended to 31 January 2020 in order to allow for the approval of a withdrawal agreement (which has to date been rejected three times by the UK Parliament) and related political declaration on the future relationship between the UK and the European Union, with the option to leave earlier if the withdrawal agreement and political declaration are approved prior to that date. There continues to be significant uncertainty as to potential outcomes, which could include departure without a deal, revocation of the Article 50 notice or departure on a negotiated basis, and significant uncertainty as to next steps, including efforts to renegotiate the terms of withdrawal by the new Prime Minister of the UK, a second referendum or a new general election. As a result, there remains significant uncertainty about the future relationship between the United Kingdom, the European Union and its other Member States. If the

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economic conditions or consumer perception of economic conditions in the United Kingdom weaken as a result of Brexit, this may adversely influence customer spending decisions and adversely impact the business, results of operations and financial condition of the Group and, following Completion, the Enlarged Group.

The possibility of failures or interruptions in the Group’s and, following Completion, the Enlarged Group’s information technology systems could materially impact the Group’s and, following Completion, the Enlarged Group’s day-to-day operations The Group and, following Completion, the Enlarged Group will be increasingly dependent on information technology. The Group and, following Completion, the Enlarged Group is reliant on its information technology for the provision of information regarding most aspects of its financial and operational performance, including, but not limited to, circulation, advertising and costs information, as well as the delivery of its products, either printed, through websites or to digital newsstands. Interruption in the Group’s and, following Completion, the Enlarged Group’s information technology systems could be caused by a number of factors including as a result of human error, malfunction, damage, fire, natural disasters, power loss or malicious activities including computer hackings and computer viruses.

Any failure of the Group’s and, following Completion, the Enlarged Group’s information technology systems would restrict the Group’s and, following Completion, the Enlarged Group’s ability to continue its operations and could have a material adverse effect on the Group’s and, following Completion, the Enlarged Group’s business, results of operations and financial condition. In the event of a total network or server failure, or data loss, there would be a major impact on the production of magazines, operation of websites and the operational effectiveness of the business.

Malicious activities including computer hackings may result in a loss of personal data which would trigger the need to notify users and the Information Commissioner’s Office and Future may suffer reputational risk, as well as a significant financial penalty if it is held to be responsible for the breach.

The Group and, following Completion, the Enlarged Group is subject to regulation regarding the use of personal data The Group and, following Completion, the Enlarged Group is required to comply with strict data protection and privacy legislation in the jurisdictions in which the Group operates and, following Completion, the Enlarged Group will operate, including (without limitation) the General Data Protection Regulation (“GDPR”). Such laws restrict the Group’s and, following Completion, the Enlarged Group’s ability to collect and use personal information relating to its customers and third parties, including the marketing use of that information. The need to comply with data protection legislation is a significant control, operational and reputational risk which can affect the Group and, following Completion, the Enlarged Group in a number of ways including, for example, making it more difficult to grow and maintain marketing data and also through potential litigation or regulatory action (including substantial fines) relating to the alleged misuse of personal data. In some cases, the Group and, following Completion, the Enlarged Group may rely on third party contractors and employees to maintain its databases and seeks to ensure that procedures are in place to comply with the relevant data protection regulations. The Group and, following Completion, the Enlarged Group is 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 and, following Completion, the Enlarged Group. If the Group and, following Completion, the Enlarged Group or any third party service providers on which it may rely fails to transmit customer information in a secure manner, or if any such loss of personal customer data were otherwise to occur, the Group and, following Completion, the Enlarged 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.

Further, in connection with its business, the Group currently transfers and, following Completion, the Enlarged Group will transfer some personal data to external third parties and to other entities within the Group and, following Completion, the Enlarged Group who are located outside the EEA, including to parties based in the United States. Pursuant to EEA data protection regulations, transfers of personal data outside the EEA are restricted unless the importing country offers an adequate level of protection. If the Group and, following Completion, the Enlarged Group is found not to comply with the data protection laws in respect of transfers of personal data outside the EEA, this may result in investigative or enforcement action (including criminal proceedings and significant pecuniary penalties) by the Information Commissioner’s Office in the

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UK or similar regulatory authorities in other jurisdictions in which the Group and, following Completion, the Enlarged Group operates. This in turn could damage its reputation, lead to negative publicity and result in the loss of the goodwill of its existing customers and deter new customers, all of which would have a material adverse effect on the Group’s and, following Completion, the Enlarged Group’s business, results of operations and financial condition.

The publishing and events markets in which the Group and, following Completion, the Enlarged Group operates have relatively low barriers to entry The publishing and events market has relatively low barriers to entry that could lead to rival operators establishing competing businesses in the Group’s and, following Completion, the Enlarged Group’s core markets. There are several competitors who could establish rival conferences at relatively low cost.

The Group and, following Completion, the Enlarged Group is subject to a number of factors affecting its competitive success including: l demand for the content of its publications and websites; l prices it offers potential advertisers; l recognition of its brands; l performance and strategies adopted by its competitors, and the participation and success of new competitors in the markets in which it operates; l its ability to attract new customers at reasonable costs; and l customer service and consumer satisfaction.

Revenue in the industry in which the Group and, following Completion, the Enlarged Group operates is dependent primarily upon advertising. Competition for advertising and readers is intense and comes from local, regional and national print sources, radio, broadcast and cable television, direct mail, internet and other communications and advertising media that operate in the Group’s and, following Completion, the Enlarged Group’s markets. Competition from alternative media platforms could make it increasingly difficult for the Group and, following Completion, the Enlarged Group to attract advertisers and readers, in particular if participants in alternative media platforms are able to improve their ability to target specific audiences and thereby become a more attractive medium than the Group’s and, following Completion, the Enlarged Group’s business offering. Such circumstances could result in the Group’s and, following Completion, the Enlarged Group’s print and digital offering not being as competitive in relation to these alternative media platforms, which could, in turn, inhibit the Group’s and, following Completion, the Enlarged Group’s ability to grow or maintain its print advertising, sales revenues and digital revenues, digital advertising revenues or grow or maintain its revenue levels associated with its advertising products.

The Group’s and, following Completion, the Enlarged Group’s business depends on their ability to attract, motivate and retain their senior management and skilled personnel The successful management and operations of the Group and, following Completion, the Enlarged Group depend on the contribution of members of their senior management team and skilled personnel. The continuing success of the Group and, following Completion, the Enlarged Group will depend, in part, on their ability to continue to attract, motivate and retain highly experienced and skilled management and personnel. If the Group and, following Completion, the Enlarged Group does not succeed in attracting and retaining skilled personnel, it may not be able to grow its business as anticipated. Furthermore, the departure of the Group’s and, following Completion, the Enlarged Group’s senior management could, in the short term, have a material adverse effect on the Group’s and, following Completion, the Enlarged Group’s business. Whilst the Group has and, following Completion, the Enlarged Group will have ongoing employment agreements with its key employees, their retention cannot be guaranteed. Equally, the ability to attract new employees with the appropriate expertise and skills cannot be guaranteed. The Group and, following Completion, the Enlarged Group may experience difficulties in hiring appropriate employees and the failure to do so may have a detrimental effect upon the trading performance of the Group and, following Completion, the Enlarged Group.

Future’s strong reputation as a significant content provider makes its staff potentially attractive to competitors. There is a risk that key staff will move elsewhere if offered significant increases in remuneration with which the Group and, following Completion, the Enlarged Group is unable to compete. In addition, if one or more

24

key employees were to join a competitor or set up business in competition with the Group and, following Completion, the Enlarged Group, there can be no assurance that the loss of such employee’s services would not have an adverse effect on the Group’s and, following Completion, the Enlarged Group’s financial condition and results of operations.

The Group’s and, following Completion, the Enlarged Group’s intellectual property rights may not be adequately protected and may be challenged by third parties The Group and, following Completion, the Enlarged Group depends on using and granting licences to its licensees to use various types of third-party content including music, audio-visual material, photos, images and text. As a publisher, Future is responsible for any intellectual property or other infringement relating to the same and as licensor, Future is responsible to its licensees. Unauthorised parties may attempt to copy or otherwise obtain and use the Group’s and, following Completion, the Enlarged Group’s content and other intellectual property. Advances in technology have exacerbated the risk by making it easier to duplicate and disseminate content. If the Group and, following Completion, the Enlarged Group is unable to protect and enforce its intellectual property rights or is found liable for significant infringements of third party intellectual property rights through its own acts or those of its licensees, the Group and, following Completion, the Enlarged Group may not realise the full value of its intellectual property and this could have a material adverse effect on the Group’s and, following Completion, the Enlarged Group’s business and results of operations.

In addition, although there is now a growing amount of copyright legislation relating to digital content, in many jurisdictions such legislation remains under legislative review and/or there remains significant uncertainty as to the form which copyright law may ultimately take. These factors will create additional challenges for the Group and, following Completion, the Enlarged Group in protecting its proprietary rights to content delivered through the internet and electronic platforms, and the Group and, following Completion, the Enlarged Group will face significant challenges posed by third parties (including organisations in the new media/IT sectors) taking advantage of these legal developments to obtain the ability to host Group and, following Completion, the Enlarged Group content. Moreover, although non-copyrightable databases are protected in many circumstances by law in the European Union, there is no equivalent legal protection in the United States. Additionally, enforcement of intellectual property rights is restricted in certain jurisdictions, and the global nature of the internet makes it impossible to control the ultimate destination of content produced by the Group and, following Completion, the Enlarged Group. Developments like these may ultimately weaken demand for the Group’s products, and negatively impact the underlying operations of the Group and, following Completion, the Enlarged Group.

The Group and, following Completion, the Enlarged Group may also be the subject of claims for infringement of third party rights or may be party to claims to determine the scope and validity of the intellectual property rights of others. Litigation based on these claims is common amongst companies that utilise digital intellectual property. Such claims, whether or not valid, could require the Group and, following Completion, the Enlarged Group to spend significant sums in litigation, pay damages, re-brand or re-engineer services and distract management attention from the business, which may have a material and adverse effect on its business, financial condition and results of operations.

The Group and, following Completion, the Enlarged Group is subject to defamation laws in the territories in which it operates As a magazine publisher and as an online publisher, the Group and, following Completion, the Enlarged Group is subject to the laws of defamation in the various territories in which it operates. Whilst the Group endeavours to and, following Completion, the Enlarged Group will endeavour to ensure that its publications do not contain defamatory material, there can be no assurance that the Group’s and, following Completion, the Enlarged Group’s financial condition and results of operations will not be materially adversely affected by claims for defamation.

The Group and, following Completion, the Enlarged Group may incur significant costs in defending any defamation legal actions which may not be fully recoverable, irrespective of whether it is successful in defending any claims, and it may be subject to adverse publicity or reputational harm as a result of such claims or similar actions. Furthermore, there can be no assurance that claimants in any litigation proceedings will not be able to devote substantially greater financial resources to any litigation proceedings or that the Group and, following Completion, the Enlarged Group will prevail in any such litigation. Any litigation, whether or not determined in the Group’s and, following Completion, the Enlarged Group’s favour or settled by the

25

Group and, following Completion, the Enlarged Group, may be costly and may divert the efforts and attention of the Group’s and, following Completion, the Enlarged Group’s management and other personnel from normal business operations.

The Group and, following Completion, the Enlarged Group is exposed to foreign currency exchange rate fluctuations The Group and, following Completion, the Enlarged Group markets its magazines in numerous international territories. As a result, they have financial commitments in a number of different territories which are denominated in a number of different currencies and may be adversely affected by any fluctuation between such currencies. Whilst Future prepares its financial accounts in pounds sterling, its non-UK subsidiaries conduct their businesses and prepare their financial accounts in other local currencies as appropriate. Fluctuations between the pound sterling and other local currencies may affect the pound sterling equivalent of the other local currency amounts making a period to period comparison of Future’s results of operations difficult. Brexit uncertainty has led to a decrease in the value of pounds sterling against the U.S. dollar and the Euro, as well as general volatility in the currency exchange market. For example, pounds sterling has depreciated by 2.7 per cent. against the US dollar between 1 July 2019 and 30 September 2019, and further instability in the pounds sterling/US dollar exchange rate is likely as the deadline for the UK to exit the European Union approaches. To the extent that no hedging arrangements are implemented by Future or that such hedging is imperfect, significant volatility in the rates of exchange between the pound sterling and the US Dollar (or other currencies that the Group uses) could have a material adverse effect on the Group’s and, following Completion, the Enlarged Group’s financial condition and results of operations.

There is a risk that the Group and, following Completion, the Enlarged Group may be subject to a change in taxation which could have a material adverse effect on the Group’s and, following Completion, the Enlarged Group’s financial condition In some of the territories in which the Group and, following Completion, the Enlarged Group operates, magazines and cover-mount products benefit from concessions, exemptions and/or reduced rates of VAT and sales tax. Any change to such concessions or exemptions, the interpretation of the laws which apply to them or the rates of tax imposed may have to be borne by the Group and, following Completion, the Enlarged Group or result in higher cover prices (which could lead to a fall in circulation volumes and consequently a fall in advertising yields) and/or a reduction in the net amount of sales revenues received by the Group and, following Completion, the Enlarged Group which, in either case, may have a material adverse effect on the Group’s and, following Completion, the Enlarged Group’s financial condition and results of operations.

Future is a holding company and depends on its ability to receive funds from the Group’s and, following Completion, the Enlarged Group’s operating subsidiaries to meet financial obligations and for the payment of dividends on Ordinary Shares. Future is a holding company that holds equity interests in the Group’s and, following Completion, the Enlarged Group’s operating subsidiaries. Future is therefore dependent on loans, dividends and other payments from subsidiaries to generate the funds necessary to meet financial obligations, including its debt service obligations, and for the payment of dividends on Ordinary Shares. Further, the payment of dividends is likely to be subject to the availability of distributable reserves.

Future’s subsidiaries are legally distinct from Future and have no obligation to make funds available to Future. In addition, any payment of dividends, distributions, loans or advances to Future by its subsidiaries could be subject to legal or regulatory restrictions on dividends or restricted by the terms of their existing or future indebtedness. Payments to Future by its subsidiaries will also be contingent upon the subsidiaries’ cash flows. The ability of Future’s subsidiaries to generate sufficient cash flow from operations to allow them to make sufficient funds available to Future to make scheduled payments on its debt service obligations will depend on Future’s financial performance, which will be affected by a range of economic, competitive and business factors. There can be no assurances that the cash flow and earnings of the Group’s operating subsidiaries and the amount that they are able to distribute to Future as dividends or otherwise will be sufficient for Future to satisfy its debt service obligations or for the payment of dividends on Ordinary Shares.

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PART 3

SUMMARY OF THE PRINCIPAL TERMS OF THE ACQUISITION AGREEMENTS

LR 10.4.1(2)(a) LR 10.4.1(2) Share Purchase Agreement

1. Parties and Structure The Share Purchase Agreement was entered into on 30 October 2019, between, Future Holdings 2002 Limited as purchaser, Future, as guarantor and the Sellers for the sale and purchase, on the terms and subject to the conditions of the Share Purchase Agreement, of the entire issued share capital of the Target. The Share Purchase Agreement is governed by English law.

Completion of the Acquisition is subject to certain conditions, including (i) the passing of the Resolution without amendment; (ii) the Competition Condition; and (iii) there having been no termination of the Placing and Sponsor Agreement in accordance with its terms.

Under the Share Purchase Agreement, the Purchaser and the Sellers have each given customary, warranties, covenants and indemnities to the other, including undertakings regarding achieving satisfaction of the conditions as well as regarding the conduct of the Target Group during the period up to Completion. The Purchaser will receive the benefit of certain covenants, indemnities and warranties pursuant to the Time UK SPA entered into in February 2018 by virtue of its acquisition of the Target Group.

2. Consideration

The consideration payable for the target is £140 million, plus a daily cash amount accruing from the locked LR 10.4.1(2)(c) box date (being 31 March 2019). The Share Purchase Agreement contains market standard leakage and permitted leakage provisions.

3. Conditions to Completion

The obligations of the parties to the Share Purchase Agreement to complete the Acquisition are subject to LR 10.4.1(2)(c) the satisfaction of the following conditions: l the passing of the Resolution without amendment at the General Meeting or any adjournment thereof, but no later than 6 December 2019; l the CMA taking a decision (or being deemed to have done so) that (i) it does not intend to make a Phase 2 reference; or (ii) in the event of the CMA announcing its intention to make a Phase 2 reference, it has accepted undertakings-in-lieu of a Phase 2 reference from Future or its subsidiaries (the “Competition Condition”); and l the Placing and Sponsor Agreement not having been terminated in accordance with its terms.

4. Conduct of Target prior to Completion Certain Sellers have agreed that, prior to completion of the Acquisition, they will procure that the business of the Target Group is carried on in the ordinary course subject to certain agreed exclusions. Such Sellers have also agreed to certain restrictions in respect of their respective conduct during the period from the date of the Share Purchase Agreement until completion of the Acquisition, which include, subject to certain agreed exclusions or with the consent of the Purchaser, agreeing not to make any changes to (i) the issued share capital of the Target, (ii) the articles of association of the Target, (iii) material contracts, (iv) the terms of any existing borrowing facilities or increase the remuneration of any directors or employees, or enter into any new borrowing facilities, in each case in respect of the business of the Target.

5. Sellers’ representations, warranties and undertakings The Share Purchase Agreement contains various warranties which are customary for a UK acquisition of the size and nature of the Acquisition, including with regards to title, authority and no conflict of laws.

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In addition, the Purchaser and Future have each given certain standard warranties to the Sellers, including in respect of authority, due execution, no conflicts and necessary consents.

6. Termination The Share Purchase Agreement will terminate automatically on 30 June 2020 (or such later date as the parties may agree in writing), if the conditions are not satisfied, prior to such date.

Warranty Deed On 30 October 2019, the Purchaser entered into the Warranty Deed with certain individual management sellers of the Target, pursuant to which those individual management sellers provided warranties which are customary for a UK acquisition of the size nature of the Acquisition, including with respect to financial and accounting matters, material contracts, property, intellectual property rights, information technology, employment and pensions, tax and litigation. The warranties provided by the individual management sellers will expire one year from Completion, in relation to the business warranties and three years from Completion in relation to the tax warranties.

In accordance with the W&I Policy (further details provided below), pursuant to the Warranty Deed, the liability of the individual management sellers providing the warranties under the Warranty Deed is capped at an aggregate amount of £1.00 (including fees and costs).

Tax Deed On 30 October 2019, the Purchaser entered into the Tax Deed with certain individual management sellers of the Target, pursuant to which those individual management sellers agreed to indemnify the Purchaser, subject to market standard exclusions and limitations, for any tax liability arising in any member of the Target Group in respect of any period or part period occurring prior to the completion of the Acquisition, subject to certain exclusions for the period between the locked box date (being 31 March 2019) and Completion.

The liability of the individual management sellers providing the warranties under the Tax Deed is capped at an aggregate amount of £1.00 (including fees and costs) with additional coverage being provided under the W&I Policy (further details provided below).

Warranty and indemnity insurance On 30 October 2019, the Purchaser acquired a buy-side warranty and indemnity insurance policy (the “W&I Policy”) with Aviva Insurance Limited (as agent for the underwriter: Howden M&A Limited), pursuant to which Aviva Insurance Limited insured the Purchaser, subject to certain exclusions, for losses arising from breach of warranties and tax indemnities given by the sellers to the Purchaser under the Share Purchase Agreement, certain individual management sellers under the Warranty Deed and/or any claim under the Tax Deed.

The warranty and indemnity insurance policy is subject to certain limitations on coverage both in terms of quantum and the time to bring claims.

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PART 4 LR 10.4.1(2)(b) LR 13.5.6 LR 13.5.10 LR 13.5.7(3) HISTORICAL FINANCIAL INFORMATION RELATING TO THE TARGET LR 13.5.30 LR 13.5.30(1)

LR 13.5.30(2) LR 13.5.18(1) LR 13.5.18(2) Section A: Accountants’ Report on The Historical Financial Information Relating to the Target LR 13.5.18(3) LR 13.5.18(4) LR 13.5.18(5) LR 13.5.18(6) LR 13.5.13(1) LR 13.5.14(1) LR 13.5.14(2) LR 13.5.3B(1)(a) LR 13.5.3B(1)(b) LR 13.5.3B(1)(d) LR 13.5.3B(1)(c)

The Directors Future plc Quay House, The Ambury, Bath BA1 1UA

Numis Securities Limited 10 Paternoster Square London EC4M 7LT

5 November 2019

Dear Ladies and Gentlemen

Sapphire Topco Limited (the “Target”) We report on the historical financial information relating to the Target for the three years ended 31 December 2018 set out in section B of Part 4 below (the “Financial Information Table”). The Financial Information Table has been prepared for inclusion in the Class 1 circular dated 5 November 2019 (the “Circular”) of Future plc (the “Company”) on the basis of the accounting policies set out in note I.B to the Financial Information Table. This report is required by item 13.5.22R of the Listing Rules of the United Kingdom Listing Authority (the “Listing Rules”) and is given for the purpose of complying with that item and for no other purpose.

Responsibilities The Directors of the Company are responsible for preparing the Financial Information Table in accordance with the basis of preparation set out in note I.A to the Financial Information Table and in a form that is consistent with the accounting policies adopted in the Company’s latest annual accounts.

It is our responsibility to form an opinion as to whether the Financial Information Table gives a true and fair view, for the purposes of the Circular and to report our opinion to you.

Save for any responsibility which we may have to those persons to whom this report is expressly addressed and which we may have to shareholders of the Company as a result of the inclusion of this report in the Circular, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such 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 13.4.1R(6) of the Listing Rules, consenting to its inclusion in the Circular.

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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. Our work included an assessment of evidence relevant to the amounts and disclosures in the financial information. It also included an assessment of significant estimates and judgments made by those responsible for the preparation of the financial information and whether the accounting policies are appropriate to the Target’s circumstances, consistently applied and adequately disclosed.

We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial information is free from material misstatement whether caused by fraud or other irregularity or error.

Opinion In our opinion, the Financial Information Table gives, for the purposes of the Circular dated 5 November 2019, a true and fair view of the state of affairs of the Target as at the dates stated and of its profits and losses, cash flows and changes in equity for the periods then ended in accordance with the basis of preparation set out in note I.A to the Financial Information Table.

Yours faithfully

PricewaterhouseCoopers LLP Chartered Accountants

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Section B: Historical Financial Information relating to the Target

Combined and consolidated income statements for the years ended 31 December 2018 and 31 December 2017 and 31 December 2016

Year ended Year ended Year ended 31 December 31 December 31 December 2018 2017 2016 Note £m £m £m Revenue 1 225.8 240.9 260.5 Adjusted net operating expenses (206.1) (219.4) (240.9) Exceptional items 2 (28.2) (17.1) (18.4) Total net operating expenses 2 (234.3) (236.5) (259.3) –––––––––––– –––––––––––– –––––––––––– Operating (loss)/profit (8.5) 4.4 1.2 Interest income 4 0.7 2.4 4.0 Interest expense 5 (10.5) (1.5) (0.3) Share of loss of associate and joint venture net of tax 10 (0.5) (0.1) (0.1) Impairment of investment in associate 10 (1.4) – – –––––––––––– –––––––––––– –––––––––––– (Loss)/profit before tax (20.2) 5.2 4.8 Tax on adjusted (loss)/profit (2.3) (4.9) (2.0) Tax on exceptional items 2.3 3.1 3.6 Taxation 6–––––––––––– – –––––––––––– (1.8) –––––––––––– 1.6 (Loss)/profit for the year attributable to the shareholders of Target (20.2) 3.4 6.4 –––––––––––– –––––––––––– ––––––––––––

Combined and consolidated statements of comprehensive income Year ended Year ended Year ended 31 December 31 December 31 December 2018 2017 2016 Note £m £m £m (Loss)/profit for the year (20.2) 3.4 6.4 –––––––––––– –––––––––––– –––––––––––– Other comprehensive income: Items that will not be reclassified subsequently to profit or loss: – Actuarial gains/(losses) on pension plans 18 12.2 28.9 (90.3) – Pension plan asset ceiling provision 18 (15.1) (18.3) – – Current tax relating to pension plans 2.7 4.5 4.7 – Deferred tax relating to pension plans (2.2) (6.0) 9.8 –––––––––––– –––––––––––– –––––––––––– Other comprehensive (expense)/income (2.4) 9.1 (75.8) –––––––––––– –––––––––––– –––––––––––– Total comprehensive (expense)/income for the year (22.6) 12.5 (69.4) –––––––––––– –––––––––––– ––––––––––––

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Combined and consolidated statements of changes in equity Profit Share Share Other and loss Total capital premium reserve account equity £m £m £m £m £m At 1 January 2016 2.6 204.9 2.3 188.2 398.0 Comprehensive income for the year Profit for the year – – – 6.4 6.4 Other comprehensive expense – – – (75.8) (75.8) –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Total comprehensive expense for the year – – – (69.4) (69.4) –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Share based payments – – – 0.9 0.9 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Total transactions with owners – – – 0.9 0.9 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– At 31 December 2016 2.6 204.9 2.3 119.7 329.5 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Comprehensive income for the year Profit for the year – – – 3.4 3.4 Other comprehensive income – – – 9.1 9.1 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Total comprehensive income for the year – – – 12.5 12.5 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Share based payments – – – 1.4 1.4 Capital reduction – (204.9) (2.3) 207.2 – Dividends – – – (314.4) (314.4) –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Total transactions with owners – (204.9) (2.3) (105.8) (313.0) –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– At 31 December 2017 2.6 – – 26.4 29.0 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Comprehensive income for the period to 15 March 2018 Loss for the period – – – (16.0) (16.0) Other comprehensive expense – – – (2.4) (2.4) –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Total comprehensive expense for the period – – – (18.4) (18.4) –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Shares issued – 8.6 – – 8.6 Share based payments – – – 2.5 2.5 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Total transactions with owners – 8.6 – 2.5 11.1 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– At 15 March 2018 2.6 8.6 – 10.5 21.7 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Transfer of balances to former parent company (net of tax) – – – 4.7 4.7 Eliminate reserves of TI Media Group as at 15 March 2018 (2.6) (8.6) – (15.2) (26.4) Shares issued by Target – 0.9 – – 0.9 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Total transactions with owners (2.6) (7.7) – (10.5) (20.8) –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Comprehensive income for the period to 31 December 2018 Loss for the period – – – (4.2) (4.2) Other comprehensive income – – – – – –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Total comprehensive expense for the period – – – (4.2) (4.2) –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– At 31 December 2018 – 0.9 – (4.2) (3.3) –––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

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Combined and consolidated balance sheets as at 31 December 2018, 31 December 2017, 31 December 2016 and 1 January 2016

31 December 31 December 31 December 1 January 2018 2017 2016 2016 Note £m £m £m £m Assets Non-current assets Property, plant and equipment 8 5.1 7.1 8.3 4.2 Intangible assets 9 104.6 33.2 35.6 28.6 Investments in associate and joint venture 10 0.3 2.2 2.3 2.7 Financial assets 15 6.5 7.5 8.5 – Pension assets 18 – – – 45.7 Trade and other receivables 13 1.2 0.8 – – Deferred tax 11 14.4 15.5 19.0 3.0 –––––––––––– –––––––––––– –––––––––––– –––––––––––– Total non-current assets 132.1 66.3 73.7 84.2 –––––––––––– –––––––––––– –––––––––––– –––––––––––– Current assets Inventories 12 1.5 2.2 2.3 4.7 Financial assets 15 1.0 1.1 314.5 312.3 Trade and other receivables 13 40.6 50.1 56.4 30.5 Amounts owed by joint venture – – 0.1 0.1 Corporation tax receivable – – – 0.9 Cash and cash equivalents 14 29.9 8.7 21.7 61.6 –––––––––––– –––––––––––– –––––––––––– –––––––––––– Total current assets 73.0 62.1 395.0 410.1 –––––––––––– –––––––––––– –––––––––––– –––––––––––– Total assets 205.1 128.4 468.7 494.3 –––––––––––– –––––––––––– –––––––––––– –––––––––––– Equity and liabilities Equity Issued share capital 19 – 2.6 2.6 2.6 Share premium 19 0.9 – 204.9 204.9 Share redemption account – – 2.3 2.3 Retained earnings (4.2) 26.4 119.7 188.2 –––––––––––– –––––––––––– –––––––––––– –––––––––––– Total equity (3.3) 29.0 329.5 398.0 –––––––––––– –––––––––––– –––––––––––– –––––––––––– Non-current liabilities Financial liabilities 15 128.4 – – – Trade and other payables 16 0.8 0.8 – 1.1 Deferred tax 11 11.2 1.2 1.4 0.7 Pension liabilities 18 – 5.9 32.4 – –––––––––––– –––––––––––– –––––––––––– –––––––––––– Total non-current liabilities 140.4 7.9 33.8 1.8 –––––––––––– –––––––––––– –––––––––––– –––––––––––– Current liabilities Financial liabilities 15 1.0 – – – Trade and other payables 16 67.0 91.5 105.3 94.4 Corporation tax payable – – 0.1 0.1 –––––––––––– –––––––––––– –––––––––––– –––––––––––– Total current liabilities 68.0 91.5 105.4 94.5 –––––––––––– –––––––––––– –––––––––––– –––––––––––– Total liabilities 208.4 99.4 139.2 96.3 –––––––––––– –––––––––––– –––––––––––– –––––––––––– Total equity and liabilities 205.1 128.4 468.7 494.3 –––––––––––– –––––––––––– –––––––––––– ––––––––––––

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Combined and consolidated cash flow statements for the years ended 31 December 2018, 31 December 2017 and 31 December 2016

Year ended Year ended Year ended 31 December 31 December 31 December Note 2018 2017 2016 £m £m £m Cash flows from operating activities Cash generated from/(used in) operations A 13.2 (11.0) (19.7) Tax (paid)/received – (0.1) 0.8 –––––––––––– –––––––––––– –––––––––––– Net cash generated from/(used in)operating activities 13.2 (11.1) (18.9) –––––––––––– –––––––––––– –––––––––––– Cash flows from investing activities Purchase of property, plant and equipment – (2.0) (6.6) Additions to intangible assets (1.7) (1.5) (3.1) Proceeds from sale of tangible fixed assets – 0.2 1.1 Proceeds from sale of intangible fixed assets 0.4 0.1 1.0 Purchase of subsidiary, net of cash acquired (103.9) – (5.8) Interest received 0.8 0.6 1.6 Loans receivable advanced – – (9.5) Loan repayments received 1.0 1.0 – Dividend received from joint venture – – 0.3 –––––––––––– –––––––––––– –––––––––––– Net cash used in investing activities (103.4) (1.6) (21.0) –––––––––––– –––––––––––– –––––––––––– Cash flows from financing activities Interest paid (3.8) (0.3) – Shares issued 0.9 – – Receipt of bank loans 60.0 – – Receipt of other loans 59.7 – – Repayment of other loans (0.8) – – Debt issue costs paid (4.6) – – –––––––––––– –––––––––––– –––––––––––– Net cash generated from/(used in) financing activities 111.4 (0.3) – –––––––––––– –––––––––––– –––––––––––– Net increase/(decrease) in cash and cash equivalents 21.2 (13.0) (39.9) Cash and cash equivalents at beginning of year 8.7 21.7 61.6 –––––––––––– –––––––––––– –––––––––––– Cash and cash equivalents at end of year B 29.9 8.7 21.7 –––––––––––– –––––––––––– ––––––––––––

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Notes to the cash flow statements for the years ended 31 December 2018, 31 December 2017 and 31 December 2016

A. Cash generated from operations The reconciliation of (loss)/profit for the year to cash generated from/(used in) operations is set out below:

Year ended Year ended Year ended 31 December 31 December 31 December 2018 2017 2016 £m£m£m (Loss)/profit for the year (20.2) 3.4 6.4 Adjustments for: Depreciation 2.0 3.0 2.4 Amortisation and impairment 19.4 3.9 4.4 Profit on disposal of fixed assets (0.4) (0.1) (1.9) Share schemes 2.5 1.4 0.9 Pension scheme amendment and divestiture gains (1.2) (6.1) – Net interest costs 9.8 (0.9) (3.7) Impairment and share of loss of associate and joint venture 1.9 0.1 0.1 Tax charge/(credit) – 1.8 (1.6) –––––––––––– –––––––––––– –––––––––––– 13.8 6.5 7.0 Decrease in inventories 0.7 0.1 2.4 Decrease/(increase) in trade and other receivables 5.9 6.4 (21.5) (Decrease)/increase in trade and other payables (5.4) (13.0) 3.4 Pension scheme funding payments (1.8) (11.0) (11.0) –––––––––––– –––––––––––– –––––––––––– Cash generated from/(used in) operations 13.2 (11.0) (19.7) ––––––––––––––––––––––––––– ––––––––––––––––––––––––––– –––––––––––––––––––––––––––

Major non-cash items In the year ended 31 December 2017 dividends paid of £314.4 million were settled by offset against amounts owed by Time Inc. companies and accordingly no cash flow is shown.

In the year ended 31 December 2018 an amount of £8.6 million owed to Time Inc. companies was settled by issue of a share and £5.8 million of interest was rolled-up on loan notes with no cash flow arising.

B. Analysis of net (debt)/funds At At 1 January Non-cash 31 December 2016 Cash flow changes 2016 £m £m £m £m Cash and cash equivalents 61.6 (39.9) – 21.7 –––––––––––– –––––––––––– –––––––––––– –––––––––––– Net funds 61.6 (39.9) – 21.7 ––––––––––––––––––––––––––– ––––––––––––––––––––––––––– ––––––––––––––––––––––––––– –––––––––––––––––––––––––––

At At 1 January Non-cash 31 December 2017 Cash flow changes 2017 £m £m £m £m Cash and cash equivalents 21.7 (13.0) – 8.7 –––––––––––– –––––––––––– –––––––––––– –––––––––––– Net funds 21.7 (13.0) – 8.7 ––––––––––––––––––––––––––– ––––––––––––––––––––––––––– ––––––––––––––––––––––––––– –––––––––––––––––––––––––––

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At At 1 January Non-cash 31 December 2018 Cash flow changes 2018 £m £m £m £m Cash and cash equivalents 8.7 21.2 – 29.9 Notes receivable – (0.8) 8.3 7.5 Debt due after more than one year – (114.3) (15.1) (129.4) –––––––––––– –––––––––––– –––––––––––– –––––––––––– Net funds/(debt) 8.7 (93.9) (6.8) (92.0) ––––––––––––––––––––––––––– ––––––––––––––––––––––––––– ––––––––––––––––––––––––––– –––––––––––––––––––––––––––

Net debt at 31 December 2018 includes a loan receivable of £7.5 million as the obligations under the debt due of £7.5 million were subject, from March 2018, to matched cash being received from this loan receivable (note 15).

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I. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General information The parent company is a holding company and its subsidiaries are specialist media businesses providing printed, on-line and digital content. The company is a private company, limited by shares, incorporated and domiciled in England. The address of the registered office is 161 Marsh Wall, London, E14 9AP.

A. Basis of preparation The combined and consolidated historical financial information (the ‘historical financial information’) presents the financial track record of the Target Group for the years ended 31 December 2016, 2017 and 2018 incorporating the new holding company structure from the date of acquisition. It has been derived from the financial statements of the Target and its subsidiaries prepared in accordance with UK GAAP, and subsequently adjusted to comply with International Financial Reporting Standards as adopted by the European Union (‘IFRS’) except as noted below. IFRS has been applied with a transition date of 1 January 2016. The accounting policies adopted are consistent with those to be used by Future in its annual financial statements for the year ended 30 September 2019 and have been applied consistently to all periods presented.

In the three year period since 1 January 2016, TI Media has been party to a number of transactions that have involved changes to the ultimate parent company and a change to its capital structure. Until 31 January 2018, the ultimate parent company was Time Inc., a company incorporated in the USA. On 31 January 2018, Time Inc., was acquired by Meredith Corporation which became the ultimate parent company. In preparation for this transaction, the Time Inc. group undertook a group reconstruction in 2017 that involved TI Media. The main impacts shown in this historical financial information are a capital reduction and dividend paid in 2017.

On 15 March 2018, TI Media was sold by Meredith Corporation to the Target. This transaction involved a number of assets and liabilities previously held by TI Media being transferred to other companies in the Meredith Corporation group, most significantly the pension plan assets and liabilities. The amount by which the book value of the net liabilities transferred exceeded the value of the consideration paid has been shown in the Statement of changes in equity as “Transfer of balances to former parent company”.

Due to the aforementioned change in the capital structure of the group that occurred on 15 March 2018 as a result of the acquisition of TI Media by a subsidiary of the Target, certain accounting conventions commonly used in the preparation of combined historical financial information for investment circulars, as described in the Annexure to SIR 2000 (Investment Reporting Standard applicable to public reporting engagements on historical financial information) issued by the UK Auditing Practices Board, have been applied. The application of these conventions results in the following material departures from IFRS in all other respects IFRS has been applied: – The preparation of the financial information on a combined and consolidated basis, as IFRS does not provide for such preparation.

Due to aforementioned changes in the structure of the Target Group, this historical financial information has been combined and consolidated on the following basis: Years ended 31 December 2016 and 2017

The historical financial information is the consolidated financial information of TI Media and its subsidiaries. Year ended 31 December 2018

The historical financial information is a combination of: – the consolidated financial information of TI Media and its subsidiaries for the period from 1 January 2018 to 15 March 2018; and

– the consolidated financial information of the Target, which includes TI Media and its subsidiaries for the period 16 March 2018 to 31 December 2018.

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The historical financial information has been prepared under the historical cost convention. The historical financial information and the notes to the historical financial information are presented in millions of pounds sterling (‘£m’), the functional and presentation currency of the Target Group, except where otherwise indicated.

The principal accounting policies adopted in preparation of the historical information are set out below. The policies have been consistently applied to all periods presented, unless otherwise stated.

Judgements made by the directors in the application of the accounting policies that have a significant effect on the historical financial information and estimates with significant risk of material adjustment in the next year are discussed in note C.

Going concern The directors have reviewed the cash projections and funding requirements of the Target Group for a period of not less than 12 months from the date of approval of this historical financial information and believe that the Target Group can meet their day-to-day cash flow requirements and operate within all the terms of their banking facilities. Accordingly, this combined and consolidation historical financial information has been prepared on a going concern basis.

B. Accounting policies

Consolidation The historical financial information includes the results of the Target and its subsidiary undertakings. The results of the subsidiary undertakings are included from the date that effective control passed to the company.

On acquisition, all the subsidiary undertakings’ assets and liabilities at that date of acquisition are recorded under purchase accounting at fair value, having regard to condition at the date of acquisition. All changes to those assets and liabilities and the resulting gains and losses that arise after the company gained control are included in the post-acquisition results. Sales, profits and balances between group companies are eliminated on consolidation.

The Target has taken advantage of the exemption not to disclose transactions between wholly owned entities in the group. The company discloses transactions with related parties which are not wholly owned group entities.

Joint ventures and associates Entities in which the Target Group holds an interest and which are jointly controlled by the group and one or more other ventures under a contractual arrangement are treated as joint ventures. In the Target Group financial statements, joint ventures are accounted for using the equity method. The initial acquisition value comprising the group share of net assets together with goodwill is recorded and the share of the profit or loss for each period together with any impairment charge for the goodwill. Entities, other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence are treated as associates. In the Target Group financial statements, associates are accounted for using the equity method.

Revenue recognition Turnover represents amounts derived from the principal activities of the group in magazine and digital publishing and is stated after deduction of trade discounts, retail display allowances and VAT.

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The recognition policies for the different revenue streams are as follows: l Circulation newsstand revenues are recognised based on the date on which the publication becomes available for sale, net of an estimate for returns. The returns provision is based on historical averages which are updated on a rolling basis. l Circulation subscription revenue is recognised at the point each issue is sent to customers, with amounts received in advance shown as deferred income. l Print and digital advertising revenues are recognised over the period during which the advertisements are displayed. l Revenue on advertising campaign management is recognised over the period of the campaign delivery as the services are rendered. l Third party distribution revenues are recognised net, as the service is provided. TI Media has taken the view that the distribution business is acting as an agent for third party publishers and hence only recognises its net fee from those publishers rather than the gross value of the products sold. Trade receivables and trade payables reflect the gross amounts due from wholesalers and payable to publishers, net of a returns provision. l Other income comprises mainly of events revenues. These are recognised at the point the event takes place. l Discontinued, sold and excluded revenues represent circulation and advertising revenue for titles which are no longer sold by the business and hence were previously recognised in accordance with the relevant policies above.

Employee benefits The Target Group operates a defined contribution pension plan. Contributions are recognised in the profit and loss account in the year in which they become payable in accordance with the rules of the plan.

The TI Media group was previously a participating employer in a defined benefit pension plan which was closed to new entrants and future accrual. The plans were accounted for in accordance with IAS 19 and pension plan assets are measured using market values.

The net interest cost was calculated by applying the discount rate to the present values of the plan’s liabilities offset by a credit equal to the discount rate applied to the plan assets and was included in the profit and loss account as a finance expense.

The present value of the defined benefit obligation is determined, using the projected unit credit method, by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension obligations. Any difference between the expected and actual returns achieved together with actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the Statement of comprehensive income.

Pension plan surpluses, to the extent that they are recoverable from future contributions, or deficits are recognised and presented on the face of the balance sheet.

Short term employee benefits including holiday pay are recognised as an expense in the period in which the service is rendered.

Share based payments Certain employees were awarded share options and restricted stock units in the former parent companies which vested over a 4 year period. The equity settled cost of the fair value of the payments was estimated using a Black Scholes model for the options and quoted stock prices for restricted stock units and recognised as an expense over the vesting period with adjustments made to the charge to reflect the fact that awards might not vest due to employees leaving the company.

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Taxation The taxation expense or credit comprises current and deferred tax recognised in the profit for the financial period or in other comprehensive income or equity if it arises from amounts recognised in other comprehensive income or directly in equity. Current tax is provided at amounts expected to be paid (or recovered) in respect of the taxable profits for the period using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred tax assets are recognised to the extent that it is regarded as more likely than not that they will be recovered. Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset and where the deferred tax balances related to the same taxation authority.

Exceptional items The group classifies certain one-off charges or credits that have a material impact on the Target Group’s financial results as ‘exceptional items’. These are disclosed separately to provide further understanding of the financial performance of the group.

Foreign exchange Transactions denominated in foreign currencies are translated into sterling at the rates ruling on the date of the transaction. Monetary assets or liabilities denominated in foreign currencies at the balance sheet date are translated at the rate ruling on that date and all translation differences are charged or credited in the profit and loss account.

Intangible assets Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration transferred over the acquisition date fair value of the net asset acquired. Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash-generating units and is not amortised but is tested annually for impairment. In respect of equity accounted investees, the carrying amount of goodwill is included in the carrying amount of the investment in the investee.

Intangible assets acquired separately from a business are recognised at cost. Intangible assets acquired as part of an acquisition are recognised separately from goodwill if the fair value can be measured reliably on initial recognition. Intangible assets created within the business are not recognised and expenditure is charged against profits in the year in which it is incurred.

Subsequent to initial recognition, intangible assets are stated at cost less accumulated amortisation and accumulated impairment. Intangible assets are amortised on a straight-line basis over their estimated useful lives as follows:

Magazine publishing rights and websites – 8 to 15 years.

Other assets which include customer relationships – 8 to 10 years

Software – 3 to 5 years

Intangible assets are tested for impairment when an event that might affect asset values has occurred. Any such impairment in carrying value is written off to the statement of comprehensive income immediately.

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Financial assets Financial assets, including trade and other receivables, cash and bank balances are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Such assets are subsequently carried at amortised cost using the effective interest method. Cash and cash equivalents comprise cash held at bank which is available on demand.

The Target Group recognises loss allowances for expected credit losses (ECLs) on financial assets measured at amortised cost to the extent that these are experienced and significant. The group measures loss allowances at an amount equal to lifetime ECL. The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery.

Financial liabilities Financial liabilities, including trade and other payables, bank borrowings and loans from fellow group companies are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Borrowings are initially stated at the fair value of the consideration received after deduction of wholly attributable issue costs. Borrowings are subsequently stated at amortised cost using the effective interest method.

Tangible fixed assets Tangible fixed assets are stated at cost less depreciation. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use. Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost of each asset on a straight line basis over its expected useful life, as follows:

Asset class Depreciation method rate Leasehold improvements Straight line basis over the remaining term of the lease Equipment, fixtures and fittings Straight line basis from 7 to 33 per cent.

Inventories Inventories are valued at the lower of purchase cost and net realisable value, after due regard for any slow-moving items. Net realisable value is based on selling price less anticipated costs to completion and selling costs.

Leasing Rentals paid under operating leases are charged to the profit and loss account on a straight-line basis over the lease term.

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Provisions Provisions are recognised where the group has a legal or constructive obligation as a result of past events, measured at the present value of the expenditure which can be reliably estimated to be required to settle the obligations.

Share capital Financial instruments issued by the company are treated as equity only to the extent that they do not meet the definition of a financial liability. The parent company’s ordinary shares are classified as equity instruments.

New or revised accounting standards and interpretations The following IFRS has been issued but has not been applied by the Target Group in this historical financial information.

IFRS 16 Leases (effective date 1 January 2019). This standard is effective for accounting periods beginning on or after 1 January 2019 and will therefore impact the results for the year ending 31 December 2019. It sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. It replaces IAS 17 Leases and IFRIC 4 Determining whether an arrangement contains a lease.

The most significant changes are in relation to lessee accounting. Under the new standard, the concept of assessing a lease contract as either operating or financing is replaced by a single lessee accounting model. Under this new model, substantially all lease contracts will result in a lessee acquiring a right-to-use asset and obtaining financing. The lessee will be required to recognise a corresponding asset and liability. The asset will be depreciated over the term of the lease and the interest on the financing liability will be charged over the same period.

Adopting this new standard will result in a material change to the statement of financial position, with right-to-use assets and accompanying financing liabilities for the Target Group’s leases of premises being recognised for the first time. Based on the leases in place at 31 December 2018 it is estimated that an asset of approximately £64 million and a corresponding lease liability under the modified retrospective application method of approximately £65 million would be accounted for as at 1 January 2019 with an adjustment of £0.5 million to retained earnings. However, a significant portion of these leases had a sub tenant in place and have been reassigned to third parties during 2019 and therefore the impact of applying IFRS 16 as at 31 December 2018 to leases that continue to be held by the Target Group is to recognise assets of approximately £13 million, net of an existing accrual for vacant property costs, and a lease liability of approximately £14 million with a £0.5 million debit to retained earnings. The 2019 charge to profit and loss is expected to be £0.1 million higher than under the previous accounting policy as a result of higher financing charges earlier in the lease periods before reducing to amounts below the prior accounting basis later in the lease periods.

Others IFRIC 23 in respect of uncertain tax positions has also been assessed and is not expected to have a significant impact on the Target Group. There are no other new standards, interpretations and amendments which are not yet effective in these financial statements, expected to have a material effect or to be relevant to the Target Group’s future financial statements.

C. Critical accounting estimates and assumptions

Critical judgements in applying the accounting policies The preparation of the historical financial information under IFRS requires the use of certain critical accounting assumptions and requires management to exercise its judgement and to make estimates in the process of applying the Target’s accounting policies. The areas requiring a higher degree of judgment are as follows:

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Fair values and intangible assets on acquisition of a business Fair values are applied on the acquisition of a subsidiary which involve a degree of judgement and estimation in particular in the identification and evaluation of intangible assets. The most significant valuation related to magazine titles which have been valued using a relief from royalty method using cash flow forecasts derived from business plans and assumptions based on experience and factors relevant to the nature of the business activity.

Revenue recognition The nature and terms of the publications and distribution business can involve judgement in respect of a party acting as principal or agent in respect of the supplies made to wholesalers and the total amount of revenue and cost recognised. Management have concluded that based on the terms of the key contracts with third party publishers and wholesalers, and in particular the fact that TI Media is not exposed to significant inventory risk, that TI Media is acting as an agent in respect of third party distribution arrangements. Hence it recognises revenue equal to its net distribution services margin rather than on the gross value of products supplied. This treatment has no impact on net profits.

Estimates Management bases its estimates on historical experience and on various other assumptions that management believes to be reasonable in the circumstances. The key estimates used in the preparation of this historical financial information that could result in a material change in the carrying value of assets or liabilities within the next twelve months are as follows:

Useful economic lives of intangible assets The annual amortisation charge for intangible assets, in particular the magazine and websites, is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation.

There is no current indication that the Target Group’s businesses will not continue to trade profitably and hence the life may differ or be longer than the estimates used to amortise intangible assets.

Pensions Amounts included in the financial statements in respect of the defined benefit pension scheme were calculated by a qualified actuary but involved assumptions in respect of discount rates, mortality rates and changes in future pension payments. These were based on consistent external sources of information including corporate bond rates and publicly available mortality tables together with a degree of judgement which can impact the valuations. These represented key estimates in respect of the historical financial information for 2016 and 2017, and amounts recognised through the income statement and other comprehensive income in 2018, but do not impact the 2018 balance sheet or future periods.

Impairment of intangible assets including goodwill Intangible assets acquired in a business combination are capitalised with goodwill subject to annual impairment tests and other intangibles amortised over their estimated useful lives subject to an assessment of impairment.

Subsequent impairment tests for intangible assets are based on risk adjusted future cash flows discounted using appropriate discount rates. These future cash flows are based on forecasts which include estimated factors and are inherently judgemental. Future events could cause the assumptions to change which could have an adverse effect on the future results of the group. The assumptions used in the 2017 impairment review were particularly sensitive to change and a subsequent impairment was recorded in 2018 as discussed in note 9. The assumptions used in the 2018 impairment analysis are not viewed as critical estimates.

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II. Notes to the historical financial information

1. Analysis of revenue and non-GAAP adjusted results The Target operates in the branded publishing titles market and although it identifies and monitors revenue by title it measures activity in respect of print circulation, advertising and other revenue activity by their nature. In analysing these below, revenue from titles that have been closed by 31 December 2018, subsequently sold or are to be excluded from the proposed transaction with Future are separately shown in aggregate in respect of all 3 years.

Revenue is defined as per the accounting policies.

Analysis of Revenue Year ended Year ended Year ended 31 December 31 December 31 December 2018 2017 2016 £m£m£m Circulation newsstand 84.2 89.0 97.7 Circulation subscriptions 26.8 27.2 27.6 Print advertising 41.6 44.0 49.7 Digital advertising 14.9 12.2 11.0 Collective advertising agency 9.9 12.6 6.4 Third party distribution services 13.8 10.5 10.5 Other 19.2 18.9 17.2 Discontinued, sold, excluded 15.4 26.5 40.4 –––––––––––– –––––––––––– –––––––––––– Total revenue 225.8 240.9 260.5 ––––––––––––––––––––––––––– ––––––––––––––––––––––––––– –––––––––––––––––––––––––––

A majority of revenue is recognised at a point in time, including subscription income which is recognised at the point of sale of each issue. Digital and collective advertising income is recognised over the period when advertisements are displayed.

Revenues have been further analysed based on the geographical destination. Predominantly all revenue originates in the UK.

Year ended Year ended Year ended 31 December 31 December 31 December 2018 2017 2016 £m£m£m UK 200.4 216.1 234.7 Rest of the World 25.4 24.8 25.8 –––––––––––– –––––––––––– –––––––––––– Total revenue 225.8 240.9 260.5 ––––––––––––––––––––––––––– ––––––––––––––––––––––––––– –––––––––––––––––––––––––––

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Adjusted results The group’s primary results measure, which is considered by the directors of the Target Group to better represent the underlying and continuing performance of the group, is adjusted EBITDA as set out below: Year ended Year ended Year ended 31 December 31 December 31 December 2018 2017 2016 £m£m£m Operating (loss)/profit before interest and share of associate and joint venture (8.5) 4.4 1.2 Exceptional items 28.2 17.1 18.4 Share based payments 2.5 1.4 0.9 Depreciation 2.0 3.0 2.4 Amortisation of intangible assets 6.9 3.9 3.1 –––––––––––– –––––––––––– –––––––––––– Adjusted EBITDA 31.1 29.8 26.0 ––––––––––––––––––––––––––– ––––––––––––––––––––––––––– –––––––––––––––––––––––––––

2. Net operating expenses Year ended Year ended Year ended 31 December 31 December 31 December 2018 2017 2016 £m£m£m Cost of sales 152.6 164.0 178.4 Distribution expenses 13.9 14.7 16.6 Share based payments 2.5 1.4 0.9 Amortisation of intangible assets 6.9 3.9 3.1 Depreciation 2.0 3.0 2.4 Exceptional items 28.2 17.1 18.4 Other administration expenses 28.2 32.4 39.5 –––––––––––– –––––––––––– –––––––––––– Net operating expenses 234.3 236.5 259.3 ––––––––––––––––––––––––––– ––––––––––––––––––––––––––– –––––––––––––––––––––––––––

Exceptional items consist of:

Year ended Year ended Year ended 31 December 31 December 31 December 2018 2017 2016 £m£m£m Acquisition expenses 2.0 – 0.2 Impairment of intangible assets 12.5 – 1.3 Pension plan amendments (1.2) (6.1) – Profit on disposal of intangible assets (0.4) (0.1) (1.9) Contingent consideration released – – (2.1) Bankruptcy of print supplier – – 2.1 Severance costs 9.7 13.5 10.0 Strategic consultancy and transformational costs 2.6 5.7 6.1 Property relocation costs – 3.8 2.1 Business sale related expenses 2.3 – – Facility and professional fees relating to ownership transition 0.7 0.3 0.6 –––––––––––– –––––––––––– –––––––––––– Total exceptional items 28.2 17.1 18.4 ––––––––––––––––––––––––––– ––––––––––––––––––––––––––– –––––––––––––––––––––––––––

The group has principally incurred exceptional items arising from the sale by Time Inc. of TI Media to the Target, including impairments on specific elements on evaluation of the portfolio of titles and rights, from the former defined benefit pension plan amendments and from the continuing reorganisation of the cost structure of the business incurring office site consolidation, consultancy and severance costs.

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The operating (loss)/profit is stated after charging/(crediting):

Year ended Year ended Year ended 31 December 31 December 31 December 2018 2017 2016 £m£m£m Auditors’ remuneration for audit 0.2 0.2 0.1 Operating lease rentals payable 4.0 12.7 10.8 Operating lease rentals receivable (1.5) (8.6) (2.0) Cost of inventory sold 19.6 22.7 28.6 Foreign exchange gains (0.3) (2.6) (3.2)

3. Information regarding directors and employees

Employees The aggregate remuneration of employees comprised:

Year ended Year ended Year ended 31 December 31 December 31 December 2018 2017 2016 £m£m£m Wages and salaries 61.0 67.4 75.6 Social security costs 7.6 8.8 9.8 Pensions 2.4 3.1 4.0 Share based payments 2.5 1.4 0.9 –––––––––––– –––––––––––– –––––––––––– Total 73.5 80.7 90.3 ––––––––––––––––––––––––––– ––––––––––––––––––––––––––– –––––––––––––––––––––––––––

Average annual number of people The average annual number of employees was:

Year ended Year ended Year ended 31 December 31 December 31 December 2018 2017 2016 Editorial 455 549 636 Sales and distribution 420 435 553 Administration 270 314 308 –––––––––––– –––––––––––– –––––––––––– Total 1,145 1,298 1,497 ––––––––––––––––––––––––––– ––––––––––––––––––––––––––– –––––––––––––––––––––––––––

Directors’ remuneration Year ended Year ended Year ended 31 December 31 December 31 December 2018 2017 2016 £’000 £’000 £’000 Directors’ remuneration – aggregate emoluments 772 2,059 2,835 Company pension contributions in respect of 3 (2017: 8, 2016: 9) directors 7 58 163 Compensation for loss of office 160 180 745 –––––––––––– –––––––––––– –––––––––––– 939 2,297 3,743 –––––––––––– –––––––––––– ––––––––––––

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Year ended Year ended Year ended 31 December 31 December 31 December 2018 2017 2016 £’000 £’000 £’000 Remuneration of the highest paid director 524 419 493 Company pension contributions 7 7 10 –––––––––––– –––––––––––– –––––––––––– 531 426 503 –––––––––––– –––––––––––– ––––––––––––

No directors (2017: 11, 2016: 8) were granted restricted stock during the year. Restricted stock vested in respect of 8 (2017: 11, 2016: 12) directors in the year. No directors were accruing benefit in respect of the defined benefit pension scheme in any of the 3 years.

Key management compensation

Year ended Year ended Year ended 31 December 31 December 31 December 2018 2017 2016 £’000 £’000 £’000 Total (including compensation for loss of office) 4,141 2,679 4,284 ––––––––––––––––––––––––––– ––––––––––––––––––––––––––– –––––––––––––––––––––––––––

Key management is defined as those persons having authority and responsibility for planning, directing, and controlling the activities of the entity, directly or indirectly, including any directors (whether executive or otherwise) of the entity.

4. Interest income Year ended Year ended Year ended 31 December 31 December 31 December 2018 2017 2016 £m£m£m Bank interest receivable – – 0.1 Interest receivable on other loans 0.7 2.4 2.7 Finance income – net interest on pension asset – – 1.2 –––––––––––– –––––––––––– –––––––––––– 0.7 2.4 4.0 ––––––––––––––––––––––––––– ––––––––––––––––––––––––––– –––––––––––––––––––––––––––

5. Interest expense Year ended Year ended Year ended 31 December 31 December 31 December 2018 2017 2016 £m£m£m Interest on bank borrowings (3.5) – – Interest on other loans (6.3) (0.3) – Finance costs – provisions unwinding of discount – – (0.3) Finance costs – net interest on pension obligation – (1.2) – Amortisation of loan issue costs (0.7) – – –––––––––––– –––––––––––– –––––––––––– (10.5) (1.5) (0.3) ––––––––––––––––––––––––––– ––––––––––––––––––––––––––– –––––––––––––––––––––––––––

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6. Tax on (loss)/profit Year ended Year ended Year ended 31 December 31 December 31 December 2018 2017 2016 £m £m £m Current taxation Current year – – – Current tax in respect of pension plans 2.7 4.5 4.7 –––––––––––––– –––––––––––––– –––––––––––––– 2.7 4.5 4.7 –––––––––––––– –––––––––––––– –––––––––––––– Deferred taxation Origination and reversal of timing differences (2.8) (2.9) (4.3) Charge/(credit) due to change in tax rate 0.1 0.3 (1.8) Prior year – (0.1) (0.2) –––––––––––––– –––––––––––––– –––––––––––––– (2.7) (2.7) (6.3) –––––––––––––– –––––––––––––– –––––––––––––– Tax charge/(credit) on (loss)/profit – 1.8 (1.6) –––––––––––––– –––––––––––––– ––––––––––––––

Factors affecting the tax charge for the year Tax charge on the (loss)/profit for the year is higher than the standard rate of corporation tax in the UK of 19 per cent. (2017: 19.25 per cent., 2016: 20 per cent.). The differences are reconciled below:

Year ended Year ended Year ended 31 December 31 December 31 December 2018 2017 2016 £m £m £m (Loss)/profit before taxation (20.2) 5.2 4.8 Corporation tax at standard rate (3.8) 1.0 1.0 Factors affecting charge for the year: Disallowable goodwill impairment 1.7 – 0.3 Release of contingent consideration – – (0.4) Disallowable expenses including non-deductible interest 1.8 0.6 0.2 Share based payments – (0.1) 0.1 Adjustments in respect of prior years – (0.1) (0.2) Group relief received for nil consideration – – (0.9) Charge/(credit) due to change in tax rate 0.1 0.3 (1.8) Effect of different tax rates 0.2 0.1 0.1 –––––––––––––– –––––––––––––– –––––––––––––– Tax charge/(credit)/on (loss)/profit – 1.8 (1.6) –––––––––––––– –––––––––––––– ––––––––––––––

The tax (credited)/charged in other comprehensive income was:

Year ended Year ended Year ended 31 December 31 December 31 December 2018 2017 2016 £m £m £m Current tax related to pension plans (2.7) (4.5) (4.7) Deferred tax relating to pension plans 2.2 6.0 (9.8) –––––––––––––– –––––––––––––– –––––––––––––– (0.5) 1.5 (14.5) –––––––––––––– –––––––––––––– ––––––––––––––

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The deferred tax charged directly to equity was:

Year ended Year ended Year ended 31 December 31 December 31 December 2018 2017 2016 Deferred tax charge/(credit) in respect of: £m £m £m Rental loss on divestiture (0.6) – – Pension gain on divestiture 1.0 – – –––––––––––––– –––––––––––––– –––––––––––––– Total 0.4 – – –––––––––––––– –––––––––––––– ––––––––––––––

7. Dividends Year ended Year ended Year ended 31 December 31 December 31 December 2018 2017 2016 £m £m £m Dividends paid – 314.4 – –––––––––––––– –––––––––––––– ––––––––––––––

The 2017 dividend of £122 per share was paid within the Time Inc. group to clear the reserves from a subsidiary that had ceased trading.

8. Property, plant and equipment Leasehold Equipment, building fixtures improvements and fittings Total £m £m £m Cost At 1 January 2016 1.6 21.2 22.8 Additions 3.1 3.5 6.6 Acquired through business combination – 0.1 0.1 Disposals (1.4) (1.8) (3.2) –––––––––––––– –––––––––––––– –––––––––––––– At 31 December 2016 3.3 23.0 26.3 Depreciation At 1 January 2016 1.4 17.2 18.6 Charge for the year 0.1 2.3 2.4 Disposals (1.4) (1.6) (3.0) –––––––––––––– –––––––––––––– –––––––––––––– At 31 December 2016 0.1 17.9 18.0 Net book value –––––––––––––– –––––––––––––– –––––––––––––– At 31 December 2016 3.2 5.1 8.3 –––––––––––––– –––––––––––––– –––––––––––––– Cost At 1 January 2017 3.3 23.0 26.3 Additions 0.7 1.3 2.0 Disposals – (1.2) (1.2) –––––––––––––– –––––––––––––– –––––––––––––– At 31 December 2017 4.0 23.1 27.1 Depreciation At 1 January 2017 0.1 17.9 18.0 Charge for the year 0.8 2.2 3.0 Disposals – (1.0) (1.0) –––––––––––––– –––––––––––––– –––––––––––––– At 31 December 2017 0.9 19.1 20.0 Net book value –––––––––––––– –––––––––––––– –––––––––––––– At 31 December 2017 3.1 4.0 7.1 –––––––––––––– –––––––––––––– ––––––––––––––

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Leasehold Equipment, building fixtures improvements and fittings Total £m £m £m Cost At 1 January 2018 4.0 23.1 27.1 Additions up to 15 March 2018 – – – Disposals up to 15 March 2018 – – – Eliminate TI Media Group (4.0) (23.1) (27.1) Acquired through business combination 3.1 3.6 6.7 Additions from 15 March 2018 – – – Disposals from 15 March 2018 – – – –––––––––––––– –––––––––––––– –––––––––––––– At 31 December 2018 3.1 3.6 6.7 Depreciation At 1 January 2018 0.9 19.1 20.0 Charge up to 15 March 2018 – 0.4 0.4 Disposals up to 15 March 2018 – – – Eliminate TI Media Group (0.9) (19.5) (20.4) Charge from 15 March 2018 0.3 1.3 1.6 Disposals from 15 March 2018 – – – –––––––––––––– –––––––––––––– –––––––––––––– At 31 December 2018 0.3 1.3 1.6 Net book value –––––––––––––– –––––––––––––– –––––––––––––– At 31 December 2018 2.8 2.3 5.1 –––––––––––––– –––––––––––––– ––––––––––––––

9. Intangible assets Magazine Goodwill and websites Other Total £m £m £m £m Cost At 1 January 2016 16.9 37.0 31.9 85.8 Additions – 0.2 2.9 3.1 Acquired through business combination 3.7 – 4.6 8.3 Disposals – – (8.0) (8.0) –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– At 31 December 2016 20.6 37.2 31.4 89.2 Amortisation and impairment At 1 January 2016 – 33.8 23.4 57.2 Charge for the year – 0.4 2.7 3.1 Impairment in the year 1.3 – – 1.3 Disposals – – (8.0) (8.0) –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– At 31 December 2016 1.3 34.2 18.1 53.6 Net book value –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– At 31 December 2016 19.3 3.0 13.3 35.6 –––––––––––––– –––––––––––––– –––––––––––––– ––––––––––––––

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Magazine Goodwill and websites Other Total £m £m £m £m Cost At 1 January 2017 20.6 37.2 31.4 89.2 Additions – – 1.5 1.5 Disposals – – (1.1) (1.1) –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– At 31 December 2017 20.6 37.2 31.8 89.6 Amortisation and impairment At 1 January 2017 1.3 34.2 18.1 53.6 Charge for the year – 0.4 3.5 3.9 Disposals – – (1.1) (1.1) –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– At 31 December 2017 1.3 34.6 20.5 56.4 Net book value –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– At 31 December 2017 19.3 2.6 11.3 33.2 –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– Cost At 1 January 2018 20.6 37.2 31.8 89.6 Additions up to 15 March 2018 – – – – Eliminate TI Media Group (20.6) (37.2) (31.8) (89.6) Acquired through business combination 35.7 64.5 9.0 109.2 Additions from 15 March 2018 – – 1.7 1.7 –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– At 31 December 2018 35.7 64.5 10.7 110.9 Amortisation and impairment At 1 January 2018 1.3 34.6 20.5 56.4 Amortisation charges up to 15 March 2018 – 0.1 0.5 0.6 Impairment charges up to 15 March 2018 9.1 2.2 1.2 12.5 Eliminate TI Media Group (10.4) (36.9) (22.2) (69.5) Amortisation charges from 15 March 2018 – 4.3 2.0 6.3 –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– At 31 December 2018 – 4.3 2.0 6.3 Net book value –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– At 31 December 2018 35.7 60.2 8.7 104.6 –––––––––––––– –––––––––––––– –––––––––––––– ––––––––––––––

Goodwill considered significant in comparison to the Target Group’s total carrying amount of such assets has been allocated to cash generating units or groups of cash generating units as follows:

31 December 31 December 31 December 2018 2017 2016 £m £m £m TI Media and its subsidiaries 35.7 – – Collective Europe Limited – 3.6 3.6 UK Cycling Events Limited – 5.6 5.6 International Craft & Hobby Fair Limited – 5.3 5.3 Look – 1.8 1.8 Others – 3.0 3.0 –––––––––––––– –––––––––––––– –––––––––––––– Total 35.7 19.3 19.3 –––––––––––––– –––––––––––––– ––––––––––––––

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The Target Group tests goodwill annually for impairment, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The carrying values are assessed for impairment purposes by calculating the value in use using the net present value (NPV) of future cash flows arising from the originally acquired businesses discounted at a pre-tax rate of 12.5 per cent. (2017: 12 per cent., 2016: 12 per cent.).

The TI Media goodwill at 31 December 2018 has been tested by reference to a 3-year management approved plan and the other goodwill in previous periods by reference to the approved budget for a year followed by the plan for the following year. A 2 per cent. long term growth rate considered applicable to the UK market has been used for all three years.

£12.7 million of the goodwill at 31 December 2017 (relating to UKCE, ICHF, and Look) was sensitive to actions to improve profitability and a decision was made to impair £9.1 million of these amounts in 2018, following a change in focus of the business and at the time of the acquisition by the Target. Magazine titles and other intangible assets relating to these CGUs were also partially impaired resulting in a total impairment to intangible assets of £12.5 million. The recoverable values of these three CGUs totalled £4.8 million.

Following the acquisition by the Target, the business was organised into a single CGU for 2018 and all intangible assets across the group were valued as part of the purchase price allocation. There are considered to be no sensitivities that may reasonably be expected in the current market that would impact on the assessment made of the 31 December 2018 goodwill.

10. Investments Joint venture Associate Total £m £m £m At 1 January 2016 1.1 1.6 2.7 Share of profit/(loss) for the year 0.1 (0.2) (0.1) Dividends (0.3) – (0.3) –––––––––––––– –––––––––––––– –––––––––––––– At 31 December 2016 0.9 1.4 2.3 Share of loss for the year (0.1) – (0.1) –––––––––––––– –––––––––––––– –––––––––––––– At 31 December 2017 0.8 1.4 2.2 Share of loss to 15 March 2018 (0.1) – (0.1) Impairment – (1.4) (1.4) Share of loss from 15 March 2018 (0.4) – (0.4) –––––––––––––– –––––––––––––– –––––––––––––– At 31 December 2018 0.3 – 0.3 –––––––––––––– –––––––––––––– ––––––––––––––

Investments in joint ventures consist of a 50 per cent. holding in European Magazines Limited as a joint venture, the publisher of the UK edition of Marie Claire magazine.

Investments in associates consist of a 21 per cent. holding in Snap Tech Limited acquired in 2015. The company is developing eCommerce technology but in view of continuing losses, the group decided not to invest further and wrote down the cost of its investment in 2018.

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11. Deferred tax assets and liabilities Corporate Consolidated Accelerated interest intangible capital Tax restriction assets allowances losses Pensions Other losses Total £m £m £m £m £m £m £m At 1 January 2016 (0.7) 3.7 0.3 (1.5) 0.5 – 2.3

Charge for the year 0.1 0.6 3.7 2.0 (0.1) – 6.3 Amounts credited to OCI – – – 9.8 – – 9.8 Arising on acquisition (0.8) – – – – – (0.8) ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– At 31 December 2016 (1.4) 4.3 4.0 10.3 0.4 – 17.6

Charge for the year 0.2 1.0 2.3 (0.9) 0.1 – 2.7 Amounts charged to OCI – – – (6.0) – – (6.0) ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– At 31 December 2017 (1.2) 5.3 6.3 3.4 0.5 – 14.3

Charge for the year 1.2 1.0 0.3 (0.2) (0.5) 0.9 2.7 Amounts charged to OCI – – – (2.2) – – (2.2) Amounts charged to equity – – 0.6 (1.0) – – (0.4) Eliminated on acquisition 0.9 – – – – – 0.9 Arising on acquisition (12.1) – – – – – (12.1) ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– At 31 December 2018 (11.2) 6.3 7.2 – – 0.9 3.2 ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– –––––––––––

Deferred tax has been recognised at an average rate of 17.2 per cent. (2017: 17.8 per cent., 2016: 18.4 per cent.)

The deferred tax is presented as: 31 December 31 December 31 December 2018 2017 2016 £m £m £m Asset – non-current 14.4 15.5 19.0 Liability – non-current (11.2) (1.2) (1.4) –––––––––––––– –––––––––––––– –––––––––––––– Total 3.2 14.3 17.6 –––––––––––––– –––––––––––––– ––––––––––––––

12. Inventories 31 December 31 December 31 December 1 January 2018 2017 2016 2016 £m £m £m £m Raw materials and consumables 1.5 2.2 2.3 4.7 –––––––––––––– –––––––––––––– –––––––––––––– ––––––––––––––

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13. Trade and other receivables 31 December 31 December 31 December 1 January 2018 2017 2016 2016 £m £m £m £m Current Trade receivables 29.9 33.6 38.9 25.8 Provision for impairment of trade receivables (1.0) (0.8) (1.6) (2.2) –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– Trade receivables net 28.9 32.8 37.3 23.6 Amounts owed by group undertakings – 3.0 3.1 0.1 Other receivables 3.9 6.8 8.1 1.6 Prepayments and accrued income 7.8 7.5 7.9 5.2 –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– Total 40.6 50.1 56.4 30.5 –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– Non-Current Other receivables 1.2 0.8 – – –––––––––––––– –––––––––––––– –––––––––––––– ––––––––––––––

14. Cash and cash equivalents 31 December 31 December 31 December 1 January 2018 2017 2016 2016 £m £m £m £m Cash at bank and in hand 29.9 8.7 21.7 61.6 –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– Total 29.9 8.7 21.7 61.6 –––––––––––––– –––––––––––––– –––––––––––––– ––––––––––––––

15. Financial assets and liabilities 31 December 31 December 31 December 1 January Financial assets 2018 2017 2016 2016 £m £m £m £m Current Notes receivable 1.0 1.1 314.5 312.3 Non-current Notes receivable 6.5 7.5 8.5 – –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– 7.5 8.6 323.0 312.3 –––––––––––––– –––––––––––––– –––––––––––––– ––––––––––––––

Loan notes receivable of £7.5 million (2017: £8.6 million, 2016: £9.5 million) are repayable in quarterly instalments of £0.25 million and bear interest at a rate of 8 per cent. From 15 March 2018, included in financial liabilities is an equal other loan with matched payments, interest and maturity owed to a Meredith Corporation company. The liability is only payable to the extent the loan receivable is collected.

At 31 December 2016 there was a current loan receivable from other Time Inc. group companies of £313.4 million (2015: £312.3 million) repayable on demand which bore interest at 0.25 per cent. over LIBOR. This was settled by offset against dividends payable in 2017.

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31 December 31 December 31 December 1 January Financial liabilities 2018 2017 2016 2016 £m £m £m £m Current Other loan 1.0 – – – Non-current Bank loans 56.9 – – – Other loan 6.5 – – – Shareholder loan notes 65.0 – – – –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– 128.4 – – – –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– Total 129.4 – – – –––––––––––––– –––––––––––––– –––––––––––––– ––––––––––––––

Bank loans are secured by fixed and floating charges over the assets of the group and are repayable in March 2023. The bank loans bear interest at 6 per cent. over LIBOR subject to a minimum LIBOR rate of 1 per cent. The loan liabilities of £60.0 million are stated net of unamortised loan issue costs as at 31 December 2018 of £3.1 million which is being amortised over the period to the loan repayment date in March 2023.

The shareholder loan notes of £65.0 million (being £60.0 million advanced and accrued interest of £5.7 million net of £0.7 million of unamortised loan issue costs) are unsecured and bear interest at 12 per cent. per annum which is capitalised annually and rolled up and are redeemable together with compounded interest on 15 March 2028.

The group also had an undrawn £10.0 million working capital revolving facility at 31 December 2018.

16. Trade and other payables 31 December 31 December 31 December 1 January 2018 2017 2016 2016 £m £m £m £m Current Trade payables 41.7 41.2 55.1 41.4 Amounts owed to former group undertakings – 24.1 20.8 21.7 Taxation and social security 2.4 4.1 4.0 3.7 Other payables 2.5 1.7 2.5 4.2 Accruals 9.3 7.5 7.7 9.7 Deferred income 11.1 12.9 15.2 13.7 –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– Total 67.0 91.5 105.3 94.4 –––––––––––––– –––––––––––––– –––––––––––––– ––––––––––––––

31 December 31 December 31 December 1 January 2018 2017 2016 2016 £m £m £m £m Non-current Other payables 0.8 0.8 – 1.1 –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– Total 0.8 0.8 – 1.1 –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– Total 67.8 92.3 105.3 95.5 –––––––––––––– –––––––––––––– –––––––––––––– ––––––––––––––

The carrying amounts of trade and other payables are considered to be the same as their fair values, due to their short-term nature. Deferred income relates principally to magazine subscription income received in advance that does not vary significantly over time.

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17. Financial instruments

Financial risk management The determination of financial risk management policies and the treasury function is managed by the CFO. Policies are set to reduce risk as far as possible without unduly affecting the operating effectiveness of the Target.

Target’s activities expose it to a variety of financial risks, the most significant being credit risk, liquidity risk and interest rate risk together with a degree of foreign currency risk as discussed below.

Categories of financial instruments Target has the below categories of financial instruments:

31 December 31 December 31 December 1 January 2018 2017 2016 2016 Recognised at amortised cost £m £m £m £m Cash and bank balances 29.9 8.7 21.7 61.6 Trade receivables - net 28.9 32.8 37.3 23.6 Other receivables 5.1 10.6 11.2 1.7 Financial assets 7.5 8.6 323.0 312.3 –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– Total financial assets 71.4 60.7 393.2 399.2 –––––––––––––– –––––––––––––– –––––––––––––– ––––––––––––––

Trade payables 41.7 41.2 55.1 41.4 Other payables 12.6 34.1 31.0 36.7 Financial liabilities 129.4 – – – –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– Total financial liabilities 183.7 75.3 86.1 78.1 –––––––––––––– –––––––––––––– –––––––––––––– ––––––––––––––

There were no assets or liabilities at 31 December 2018, 31 December 2017 or 31 December 2016 that were recognised and measured at fair value in the historical financial information.

Credit risk Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss for Target. Financial instruments, which potentially subject Target to concentration of credit risk, consist primarily of cash and cash equivalents and trade accounts receivable. Target places its cash and cash equivalents with major financial institutions, which management assesses to be of high-credit quality, to limit the exposure of each investment.

Trade receivables Trade accounts receivable are derived primarily from wholesale circulation revenues and the sale of advertising and generally have 30-day terms. With the exception of one large customer who accounts for 9 per cent. (2017: 13 per cent., 2016: 15 per cent.) of the net trade receivable balance at year end, credit risk with respect to accounts receivable is dispersed due to the large number of customers. In addition, Target’s credit risk is mitigated by a relatively short collection period and credits that are raised for circulation related returns. Collateral is not required for accounts receivable. The credit quality of trade receivables not yet due nor impaired has been assessed as acceptable.

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The aging of past due trade receivables according to their original due date is detailed below:

31 December 31 December 31 December 2018 2017 2016 Past due £m £m £m 0-30 days 5.1 6.8 5.7 31-60 days 3.0 2.5 2.8 61-90 days 1.5 2.3 2.0 91+ days 2.8 4.6 4.7 Expected credit loss provision (1.0) (0.8) (1.6) –––––––––––––– –––––––––––––– –––––––––––––– Total 11.4 15.4 13.6 –––––––––––––– –––––––––––––– ––––––––––––––

A majority of the expected credit loss provision relates to balances that are more than 90 days overdue. The expected credit loss on balances that are not past due or are past due by less than 90 days is immaterial.

The unprovided overdue balances at 31 December 2018 have since been substantially collected with an element in earlier years relating to trading with former group companies. At each of the balance sheet dates, a portion of the trade receivables were impaired and provided for. The movement in the provision for trade receivables in each of the years is as follows:

Year ended Year ended Year ended 31 December 31 December 31 December 2018 2017 2016 £m £m £m At 1 January 0.8 1.6 2.2 On business combination – – 0.2 Provision charged/(released) 0.3 (0.4) – Receivables written off in the year (0.1) (0.4) (0.8) –––––––––––––– –––––––––––––– –––––––––––––– At 31 December 1.0 0.8 1.6 –––––––––––––– –––––––––––––– ––––––––––––––

The credit risk in notes receivable has been offset against a matched an equal liability and other receivables are considered to bear similar acceptable risks to trade receivables or are owed by government bodies. Hence any expected credit loss on other financial assets is considered to be immaterial.

Liquidity risk The group funds its business through bank and other loans and from cash generated from operations. Details of the group’s borrowings are discussed in note 15. The group monitors and manages cash within its banking facilities to mitigate any liquidity risk it may face. The following table shows the group’s contractual maturities of financial liabilities based on undiscounted cash flows and the earliest date on which the group is obliged to make repayment:

Less than More than one year 1-2 years 2-5 years 5 years Total At 31 December 2016 £m £m £m £m £m Trade and other payables 86.1 – – – 86.1 –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– Total 86.1 – – – 86.1 –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– ––––––––––––––

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Less than More than one year 1-2 years 2-5 years 5 years Total At 31 December 2017 £m £m £m £m £m Trade and other payables 74.5 0.8 – – 75.3 –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– Total 74.5 0.8 – – 75.3 –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– ––––––––––––––

Less than More than one year 1-2 years 2-5 years 5 years Total At 31 December 2018 £m £m £m £m £m Trade and other payables 53.5 0.8 – – 54.3 Financial liabilities 5.8 5.7 73.2 189.1 273.8 –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– Total 59.3 6.5 73.2 189.1 328.1 –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– The shareholder loan notes compound annually to a March 2028 redemption date.

Interest rate risk The bank loan of £60.0 million is subject to interest at 6 per cent. over LIBOR (with a minimum of 7 per cent.). An interest rate cap has been taken out on £36.0 million of bank debt to June 2019 with a 1.5 per cent. cap on the LIBOR rate and on £24.0 million at a 1.5 per cent. cap for the year to June 2020. A 1 per cent. increase in interest rates would therefore have an annual impact of less than £0.5 million in this period and £0.6 million beyond the capped period.

The shareholder loan notes amounting to £60.0 million of principal and £5.7 million of accrued interest at 31 December 2018 have a fixed interest rate of 12 per cent.. The other loan of £7.5 million is subject to fixed interest at 8 per cent. and is matched by a receivable.

Currency risk The Target operates predominantly in the UK and has a degree of exposure to foreign currency risk, with a majority of this being an exposure to US dollars. The impact of a 10 per cent. fluctuation in all foreign exchange rates has been assessed to be an overall impact of less than £1.0 million. In prior years, while TI Media and its subsidiaries were under the ownership of a US group, it was also impacted by foreign exchange exposure on balances with former group companies which resulted in significant exchange gains in 2016 and 2017.

Capital management The Target Group’s capital comprises all components of equity which includes share capital, share premium, retained earnings and other reserves. The Target Group’s objectives when maintaining capital are described below

To safeguard the entity’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders and to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk.

The capital structure of the Target Group consists of shareholders equity as set out in the consolidated statement of changes in equity. The longer term funding requirements for acquisitions have been financed from term bank and shareholder loan note debt. All working capital requirements are financed from existing cash resources.

The Target Group sets the amount of capital it requires in proportion to risk in conjunction with the unsecured shareholder loan notes. The Target Group manages its capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Target Group may adjust the amount of dividends paid to shareholders, return capital or loan notes to shareholders, issue new shares, or sell assets to reduce debt.

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18. Pensions

Defined contributions pension scheme The group now operates a number of defined contribution pension schemes. Contributions totalling £nil were due to the defined contribution scheme at the end of the year.

Defined benefit plans Effective 15 March 2018, following clearance from the Pensions Regulator, all of the TI Media group’s obligations under the legacy defined benefit pension plans, were transferred to International Publishing Corporation Limited (a company retained by Meredith Corporation) for £nil consideration and the group ceased to be make payments or be a sponsoring employer of the scheme.

The most recent comprehensive actuarial valuation was performed as at 5 April 2015 with the IFRS valuations to 31 December 2017 and for the period to 15 March 2018 based on an update of this information using supplementary membership and payment data. The disclosures below are on an aggregated basis across plans, some of which were in surplus and some in deficit.

The amounts charged to the income statement and other comprehensive income are analysed as follows:

Year ended Year ended Year ended 31 December 31 December 31 December 2018 2017 2016 £m £m £m Charged to the income statement Defined contribution scheme contributions 2.2 3.0 3.8 In respect of the closed defined benefit schemes Gain on divestiture of unfunded pension scheme (5.8) – – Plan amendments and settlements (1.2) (6.1) – Interest expense – 1.2 (1.2) –––––––––––––– –––––––––––––– –––––––––––––– Total credit to the income statement (4.8) (1.9) 2.6 In other comprehensive income in respect of defined benefit scheme Return on plan assets less/(greater) than expected return 8.8 (43.4) (66.6) Actuarial (gain)/loss during the year (21.0) 14.5 156.9 Asset ceiling provisions 15.1 18.3 – –––––––––––––– –––––––––––––– –––––––––––––– Total charge/(credit) recognised in other comprehensive income 2.9 (10.6) 90.3 –––––––––––––– –––––––––––––– ––––––––––––––

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The 2017 credit for amendments and settlements related to the effect of a pension increase exchange and the settlement of enhanced transfers at an amount less than previously estimated. The 2016 actuarial loss was significantly impacted by a change in the discount rate applied from 3.84 per cent. at 31 December 2015 to 2.63 per cent. at 31 December 2016.

Period ended Year ended Year ended Principal actuarial assumptions in respect of 15 March 31 December 31 December defined benefit schemes 2018 2017 2016 Rate of price inflation 3.40% 3.50% 3.40% Rate of increase in salaries 3.40% 3.50% 3.40% Rate of increases for in-payment benefits 3.10% 3.20% 3.10% Rate of increase of deferred benefits 3.10% 3.20% 3.10% Discount rate 2.54% 2.47% 2.63% Mortality: life expectancy for future pensioners aged 65 Men 88.1 88.0 88.4 Women 90.3 90.2 90.8 Mortality: life expectancy for future pensioners aged 45 Men 89.3 89.3 90.0 Women 91.7 91.7 92.7

31 December 31 December 31 December 2018 2017 2016 Fair value of assets £m £m £m Equities – 186.6 336.6 Corporate Bonds – 103.0 175.1 Other (including a dedicated Liability Driven Investment Vehicle) – 324.5 71.5 –––––––––––––– –––––––––––––– –––––––––––––– Total fair value of assets – 614.1 583.2 –––––––––––––– –––––––––––––– ––––––––––––––

31 December 31 December 31 December 2018 2017 2016 Net post employment assets/(liabilities) £m £m £m Fair value of scheme assets – 614.1 583.2 Present value of scheme liabilities – (601.7) (615.6) Asset ceiling provision – (18.3) – –––––––––––––– –––––––––––––– –––––––––––––– Net pension liability – (5.9) (32.4) –––––––––––––– –––––––––––––– ––––––––––––––

At 31 December 2017 the net pension liability of £5.9 million represented individual plan surpluses of £18.3 million which were offset in full by an £18.3 million asset ceiling provision and deficits of £5.9 million. Of the individual plan deficits £5.9 million related to unfunded schemes. A further surplus arose in the period to 15 March 2018 which could not be recognised and was offset by an increase of £15.1 million in the asset ceiling provision. On divestiture the unfunded liability of £5.8 million was assumed by International Publishing Corporation Limited (a company retained by Meredith Corporation) resulting in a £5.8 million gain.

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Year ended Year ended Year ended 31 December 31 December 31 December 2018 2017 2016 Analysis of movement in scheme assets £m £m £m At 1 January 614.1 583.2 504.8 Expected return on assets 2.7 13.4 16.7 Actuarial (loss)/gain on assets (8.8) 43.4 66.6 Employer contributions 1.8 11.0 11.0 Plan amendments and settlements (12.5) (19.9) – Benefits paid (2.8) (17.0) (15.9) Transfer of scheme to IPC on 15 March 2018 (594.5) – – –––––––––––––– –––––––––––––– –––––––––––––– At 31 December – 614.1 583.2 –––––––––––––– –––––––––––––– ––––––––––––––

Year ended Year ended Year ended 31 December 31 December 31 December 2018 2017 2016 Analysis of movement in scheme liabilities £m £m £m At 1 January (601.7) (615.6) (459.1) Interest cost (2.7) (14.6) (15.5) Actuarial gain/(loss) 21.0 (14.5) (156.9) Benefits paid from scheme assets 2.8 17.0 15.9 Plan amendments and settlements 13.7 26.0 – Transfer of scheme to IPC on 15 March 2018 566.9 – – –––––––––––––– –––––––––––––– –––––––––––––– At 31 December – (601.7) (615.6) –––––––––––––– –––––––––––––– ––––––––––––––

19. Issued share capital Allotted, called up and fully paid At At At At 31 December 31 December 31 December 1 January 2018 2017 2016 2016 £m £m £m £m 2,580,502 Ordinary shares of £1 each 2.6 2.6 2.6 740,826 A1 ordinary shares of £0.01 each – 50,000 A2 ordinary shares of £0.01 each – 9,174 B ordinary shares of £0.01 each – 60,000 C1 ordinary shares of £0.05 each – 90,000 C2 ordinary shares of £0.01 each – –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– – 2.6 2.6 2.6 –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– Prior to 15 March 2018, the share capital shown is that of TI Media. From 15 March 2018, the share capital shown is that of the Target.

On 15 March 2018, 740,726 A1 ordinary £0.01 shares were issued at £1 each, 50,000 A2 ordinary £0.01 ordinary shares at £1 each, 9,174 B ordinary £0.01 shares at £1 each, 45,000 Cl ordinary £0.05 shares at £1 each and 80,000 C2 ordinary £0.01 shares at £1 each by Target. On 6 September 2018 a further 15,000 C1 ordinary £0.05 shares were issued at £1 each and on 12 October 2018 10,000 C2 ordinary £0.01 shares at £1 each by Target.

All shares rank equally in respect of income and capital distributions. In respect of voting, A1 shareholders can exercise 80 per cent. of the rights and C1 holders 20 per cent.

In March 2018 TI Media issued one £1 share with a share premium of £8.6 million settled against the amount owed to Time Inc. companies.

A share premium of £0.9 million arose on the issue of the ordinary shares by Target in 2018.

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20. Share based payments TI Media has operated two schemes under previous parent companies, a Time Warner option scheme and Time Inc. restricted stock units.

Certain employees of the company were granted options to purchase shares in Time Warner Inc. Such options were all granted prior to 2016 with exercise prices equal to the fair market value calculated from a Black Scholes model at the date of grant. The options were denominated in US$, vested over a 4 year period and expired 10 years from the date of grant.

Average fair Average fair Average fair Year ended value per Year ended value per Year ended value per Analysis of 31 December option 31 December option 31 December option movement 2018 2017 2016 in options ‘000 $ ‘000 $ ‘000 $ At 1 January 15 28.95 23 26.60 35 27.36 Options exercised – – (8) 22.11 (12) 28.86 Options forfeited (4) 28.68 – – – – –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– At 31 December 11 29.04 15 28.95 23 26.60 –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– For the share options outstanding as at 31 December 2018, the weighted average remaining contractual life is 5 months (2017: 14 months, 2016: 27 months). The range of exercise prices for options outstanding at 31 December 2018, 2017 and 2016 is $14.64 to $34.62.

In addition, certain employees were awarded restricted stock units in Time Warner Inc. denominated in US$ which vested over a four year period. No consideration was payable for the stock and the grant date fair value of the units was determined based on the closing sale price of Time Inc.’s common stock on the NYSE Composite Tape on the date of grant discounted to exclude the estimated dividend yield during the vesting period. These all vested when Meredith Corporation acquired Time Inc. on 31 January 2018.

Average fair Average fair Average fair Year ended value per Year ended value per Year ended value per Analysis of 31 December RSU 31 December RSU 31 December RSU movement 2018 2017 2016 in RSUs ‘000 $ ‘000 $ ‘000 $ At 1 January 305 17.68 312 17.35 233 23.75 RSUs granted – – 151 19.20 222 14.39 RSUs exercised (302) 17.68 (91) 18.70 (105) 23.93 RSUs vesting (3) 17.84 (67) 18.17 (38) 21.03 –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– At 31 December – – 305 17.68 312 17.35 –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– –––––––––––––– The weighted average contractual life of unvested RSUs at both 31 December 2017 and 2016 was one year.

The total share based payment expense recognised for the year ended 31 December 2018 was £2.5 million (2017: £1.4 million, 2016: £0.9 million).

21. Commitments and contingent liabilities

Legal Matters Target is at times involved in various claims and legal actions that arise in the normal course of business. In the opinion of management, the ultimate disposition of these matters is not expected to have a material adverse effect on Target’s financial position or results of operations.

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22. Commitments under operating leases The Target Group had future minimum lease payments under non-cancellable operating leases as follows:

Year ended Year ended Year ended 31 December 31 December 31 December 2018 2017 2016 £m £m £m Within one year 11.5 10.7 11.0 In two to five years 43.0 44.2 44.8 After five years 20.4 30.4 34.8 –––––––––––––– –––––––––––––– –––––––––––––– 74.9 85.3 90.6 –––––––––––––– –––––––––––––– –––––––––––––– The Target Group leases out un-utilised property space under non-cancellable operating leases. The Target Group was due to receive minimum lease payments under non-cancellable operating leases as follows:

Year ended Year ended Year ended 31 December 31 December 31 December 2018 2017 2016 £m £m £m Within one year 8.4 8.0 4.9 In two to five years 28.1 28.3 17.9 After five years 14.5 22.7 19.3 –––––––––––––– –––––––––––––– –––––––––––––– 51.0 59.0 42.1 –––––––––––––– –––––––––––––– –––––––––––––– The Target Group has reassigned the sub-let property leases as of 30 June 2019 and ceased to have any commitments in these as lessee and lessor.

23. Related party transactions The remuneration of key management personnel and directors is set out in note 3.

Funds advised by Epiris LLP hold significant shareholdings in the group and have advanced loan notes to the company of £59.3 million with interest of £5.7 million accrued in respect of the period ended 31 December 2018. Members of the senior management team hold loan notes amounting to £0.7 million with interest of £0.1 million accrued in respect of the period ended 31 December 2018.

Sir B P Gray, a former director of the company, was loaned £307,000 by the company with interest of £6,000 accrued for the period. He also owed £43,000 at 31 December 2018 in respect of the share subscriptions, the majority of which was settled after the year end.

Under an agreement between the company shareholders, holders of the shares are entitled to appoint directors of the company and to charge management fees. Under these contractual arrangements the company paid investor director fees of £171,000 to Epiris LLP which manages the interests of the controlling party, Epiris GP Limited.

24. Business combination

2018 acquisition On 15 March 2018, the Target acquired the entire share capital of TI Media, a specialist media business in the provision of printed, on-line and digital content, for a total consideration of £104.7 million. The goodwill arising of £35.7 million is attributable to the workforce and operational synergies across a multi-title business. The full year income statement in this combined financial information already sets out the group revenue and net profit as if the acquisition had occurred on 1 January 2018 (other than in respect of the amortisation of intangibles for the period up to 15 March 2018).

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The transaction has been accounted for under the purchase method of accounting. The principal adjustments relate to the recognition of title publishing intangible assets of £64.5 million, customer relationships of £5.1 million and the related deferred taxation liability of £12.1 million.

Fair value Book value adjustments Fair value £m £m £m Intangible assets 3.9 69.6 73.5 Tangible fixed assets 6.7 – 6.7 Investment in joint ventures 0.7 – 0.7 Inventories 1.4 – 1.4 Cash at bank and in hand 5.0 – 5.0 Debtors 76.8 – 76.8 Creditors (99.2) (99.2) Deferred taxation asset/(liability) 16.2 (12.1) 4.1 –––––––––––––– –––––––––––––– –––––––––––––– Net assets acquired 11.5 57.5 69.0 Goodwill 35.7 –––––––––––––– 104.7 –––––––––––––– Consideration satisfied by: Cash 103.9 Deferred consideration 0.8 –––––––––––––– 104.7 –––––––––––––– The Target incurred acquisition related costs of £2.0 million related to stamp duty, legal and professional fees. These costs have been included in exceptional administrative expenses in the group’s consolidated statement of comprehensive income.

2016 acquisition On 8 July 2016, TI Media acquired the entire share capital of Collective Europe Limited, a digital advertising agency for cash consideration of £7 million (less cash acquired of £1.2 million). The group acquired net liabilities of £0.5 million and recognised goodwill of £3.7 million, a customer relationship asset of £4.6 million and a related deferred tax liability of £0.8 million. Professional fees incurred of £0.3 million are included in administrative expenses.

25. Post balance sheet events On 31 May 2019 the group disposed of its interests in the publishing titles NME and Uncut to BandLab Technologies for a consideration of £8,500,000 less disposal costs.

On 30 September 2019, Target acquired the remaining 50 per cent. holding in its joint venture for consideration of £1.

In October 2019, the Target Group repaid £10.0 million of bank loans and £15.3 million (including £2.5 million of interest) of shareholder loan notes.

26. IFRS First time adoption As explained in note 1, the financial information for the years ended 31 December 2016 and 2017 represents the consolidated historical financial information for TI Media and its subsidiaries. TI Media has not previously presented financial information on a consolidated basis and therefore the requirement in IFRS 1 to provide a reconciliation from IFRS for financial information previously prepared as at the date of transition is not applicable.

Similarly, the historical financial information for the year ended 31 December 2018 represents a combination of the financial information of TI Media up until 15 March 2018 and the financial information for the Target Group for the period thereafter. Historical financial information has not previously been prepared on this

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basis and therefore a reconciliation of profit after tax and total comprehensive income for the year ended 31 December 2018 from previous GAAP to IFRS is not applicable.

Target has previously published a consolidated balance sheet as at 31 December 2018 in accordance with UK GAAP. A reconciliation of total equity as presented in this balance sheet to total equity prepared in accordance with IFRS and as shown in the combined and consolidated financial information is as follows:

£m Total equity in accordance with UK GAAP (4.3) Write off acquisition expenses (2.0) Non amortisation of goodwill 3.0 –––––––––––––– Total equity in accordance with IFRS (3.3) ––––––––––––––

Acquisition expenses The £2.0 million of acquisition expenses in respect of the acquisition of TI Media by Target have been expensed as required under IFRS 3 and have reduced the amount of goodwill recognised in intangible assets.

Goodwill amortisation £2.8 million of goodwill amortisation charged under FRS 102 for the period from 15 March 2018 to 31 December 2018 has been reversed increasing the amount of goodwill recognised in intangible assets.

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PART 5

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

LR 13.3.3 Section A: Accountants’ Report on The Pro Forma Financial Information Relating of Annex 20.2.1 Annex 20.2.2 the Enlarged Group Annex 20.2.3 Annex 20.2 LR 13.5.4(2)(b) LR 13.5.7(1) LR 13.5.7(2) LR 13.5.7(3)(c) LR 13.5.3 LR 13.5.31

The Directors Future plc Quay House, The Ambury, Bath BA1 1UA

Numis Securities Limited 10 Paternoster Square London EC4M 7LT

5 November 2019

Dear Ladies and Gentlemen

Future plc (the “Company”) We report on the pro forma financial information (the “Pro Forma Financial Information”) set out in section B of Part 5 of the Company’s circular dated 5 November 2019 (the “Circular”) which has been prepared on the basis described in the notes to the Pro Forma Financial Information, for illustrative purposes only, to provide information about how the proposed acquisition of Sapphire Topco Limited 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 2019. This report is required by section 3 of Annex 20 to the PD Regulation and is given for the purpose of complying with that PD Regulation and for no other purpose.

Responsibilities It is the responsibility of the directors of the Company to prepare the Pro Forma Financial Information in accordance with Annex 20 of the PD regulation.

It is our responsibility to form an opinion, as required by section 3 of Annex 20 to the PD as to the proper compilation of the Pro Forma Financial Information and to report our opinion to you.

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.

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Save for any responsibility which we may have to those persons to whom this report is expressly addressed and which we may have to shareholders of the Company as a result of the inclusion of this report in the Circular, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such 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 13.4.1R(6) of the Listing Rules, consenting to its inclusion in the Circular.

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 of the Company.

We planned and performed our work so as to obtain the information and explanations 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.

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.

Yours faithfully

PricewaterhouseCoopers LLP Chartered Accountants

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Section B: Pro Forma Financial Information The unaudited pro forma statement of net assets set out below has been prepared on the basis set out in the notes below and to illustrate the impact of the Acquisition on the consolidated net assets of the Group. The pro forma statement of net assets is based on the consolidated net assets of the Group as at 31 March 2019 and the net assets of TI Media as at 31 December 2018 and has been prepared on the basis that the Acquisition had taken place on 31 March 2019. The unaudited pro forma net assets statement has been prepared in a manner consistent with the accounting policies to be adopted by the Group for the year ended 30 September 2019 and as adopted for the six months ended 31 March 2019, and in accordance with Sections 1 and 2 of Annex 20 to the PD Regulation. The unaudited pro forma statement of net assets has been prepared for illustrative purposes only, and because of its nature, addresses a hypothetical situation. It does not purport to represent what the Enlarged Group’s financial position would have been if the Acquisition had been completed on the dates indicated, nor does it purport to represent the financial position at any future date. It does not reflect the results of any purchase price allocation exercise as this will be conducted following the Acquisition. The adjustments in the unaudited pro forma statement of net assets are expected to have a continuing impact on the Enlarged Group, unless otherwise stated. The unaudited pro forma statement of net assets does not constitute financial statements within the meaning of Section 434 of the Act. Shareholders should read the whole of this document and not rely solely on the summarised financial information contained in this Part 5 (Unaudited Pro Forma Financial Information on the Enlarged Group). PricewaterhouseCoopers LLP’s report on the unaudited pro forma statement of net assets is set out in Section A of this Part 5.

Consolidated net assets of Consolidated the Group net assets of Acquisition as at Target as at of Target 31 March 31 December and related 2019 2018 Subtotal adjustments Total Note 1 Note 2 Note 3 £’m £’m £’m £’m £’m Non-current assets Property, plant and equipment 1.7 5.1 6.8 – 6.8 Intangible assets - goodwill 205.5 35.7 241.2 51.33(c) 292.5 Intangible assets - other 68.9 68.9 137.8 – 137.8 Investments 0.2 0.3 0.5 – 0.5 Financial asset - derivative 0.6 – 0.6 – 0.6 Trade and other receivables – 7.7 7.7 – 7.7 Deferred tax 2.3 14.4 16.7 – 16.7 ––––––––––––––– ––––––––––––––– –––––––––––––– ––––––––––––––– ––––––––––––––– Total non-current assets 279.2 132.1 411.3 51.3 462.6 ––––––––––––––– ––––––––––––––– –––––––––––––– ––––––––––––––– ––––––––––––––– Current assets Inventories – 1.5 1.5 – 1.5 Corporation tax recoverable 0.1 – 0.1 – 0.1 Trade and other receivables 35.4 41.6 77.0 (3.0)3(e) 74.0 Cash and cash equivalents 5.7 29.9 35.6 (26.7)3(a) 8.9 ––––––––––––––– ––––––––––––––– –––––––––––––– ––––––––––––––– ––––––––––––––– Total current assets 41.2 73.0 114.2 (29.7) 84.5 ––––––––––––––– ––––––––––––––– –––––––––––––– ––––––––––––––– ––––––––––––––– Total assets 320.4 205.1 525.5 21.6 547.1 ––––––––––––––– ––––––––––––––– –––––––––––––– ––––––––––––––– ––––––––––––––– Non-current liabilities Financial liabilities – interest- bearing loans and borrowings (44.5) (128.4) (172.9) 76.93(b) (96.0) Deferred tax – (11.2) (11.2) – (11.2) Provisions (2.4) – (2.4) – (2.4) Contingent consideration (29.3) – (29.3) – (29.3) Other non-current liabilities (0.5) (0.8) (1.3) – (1.3) ––––––––––––––– ––––––––––––––– –––––––––––––– ––––––––––––––– ––––––––––––––– Total non-current liabilities (76.7) (140.4) (217.1) 76.9 (140.2) ––––––––––––––– ––––––––––––––– –––––––––––––– ––––––––––––––– ––––––––––––––– 68

Consolidated Combined and net assets of consolidated the Group net assets of Acquisition as at Target as at costs 31 March 31 December and related 2019 2018 Subtotal adjustments Total Note 1 Note 2 Note 3 £’m £’m £’m £’m £’m Current liabilities Financial liabilities - interest- bearing loans and borrowings – (1.0) (1.0) – (1.0) Trade and other payables (54.7) (67.0) (121.7) 3.03(e) (118.7) Corporation tax payable (2.4) – (2.4) – (2.4) ––––––––––––––– ––––––––––––––– –––––––––––––– ––––––––––––––– ––––––––––––––– Total current liabilities (57.1) (68.0) (125.1) 3.0 (122.1) ––––––––––––––– ––––––––––––––– –––––––––––––– ––––––––––––––– ––––––––––––––– Total liabilities (133.8) (208.4) (342.2) 79.9 (262.3) ––––––––––––––– ––––––––––––––– –––––––––––––– ––––––––––––––– ––––––––––––––– Net Assets 186.6 (3.3) 183.3 101.5 284.8 ––––––––––––––– –––––––––––––– –––––––––––––– ––––––––––––––– –––––––––––––––

Notes to the pro forma net assets statement 1. The Group’s net assets as at 31 March 2019 has been extracted, without material adjustment, from the consolidated balance sheet of the Group included in the 31 March 2019 Interim Announcement, which has been incorporated by reference in Part 7 (Information Incorporated by Reference) of this document.

2. TI Media’s net assets as at 31 December 2018 has been extracted, without material adjustment, from the Combined and consolidated balance sheet of Target as at 31 December 2018, which is set out in Part 4 (Historical Financial Information relating to the Target) of this document.

3. Acquisition of Target and related adjustments comprise the following: (a) the net cash outflow of £26.7 million reflects £’m i) the proceeds from an equity placing 104.4 ii) the proceeds from the draw down of the accordion facility under the RCF Agreement 45.0 iii) the consideration for the acquisition of the Target as per 3(c) below (140.0) iv) transactions costs, including stamp duty (6.2) v) the elimination of the Target’s cash as at 31 December 2018 as per 3(d) below (29.9) ––––––––––––––– (26.7)

(b) the adjustment to borrowings of £80.1 million comprises; £’m i) the draw down of the accordion facility under the RCF Agreement (45.0) ii) the elimination of the Target’s debt balance as per 3(d) below 121.9 ––––––––––––––– 76.9

(c) the Group will account for the Acquisition as an acquisition under IFRS by applying the purchase method. Under this method the cost of the Acquisition is the aggregate of the fair values, at the Acquisition date, of the assets and liabilities acquired. The identifiable assets and liabilities of the Acquisition will be measured initially at fair value at the Acquisition date. The excess of the cost of the Acquisition over the net fair value of the identifiable assets and liabilities is recognised as goodwill. A fair value exercise to allocate the purchase price will be completed following completion of the Acquisition; therefore, no account has been taken in the pro forma of any fair value adjustment that may arise on the Acquisition.

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The total consideration payable and the calculation of the adjustment to goodwill is set out below:

£ Total enterprise value 140.0 Debt adjustment (i) (97.0) Cash and debt like items adjustment (ii) 3.2 Working capital adjustment (iii) (2.5) –––––––––––––– Base consideration (iv) 43.7 Net liabilities of the Target as at 31 December 2018 3.3 Difference between net debt included in Net liabilities of the Target at 31 December 2018 and net debt adjustments included in Base consideration at 31 March 2019 4.3 –––––––––––––– Pro forma goodwill 51.3

(i) An adjustment is made to reflect the repayment of the net debt balances of the Target, which amounted to financial liabilities £131.9 million (including £3.0 million of break fees) and cash of £34.9 million as at 31 March 2019. (ii) An adjustment is made to reflect the cash and debt like items of the Target as at 31 March 2019. (iii) An adjustment is made to reflect a true-up to working capital in the “locked box” balance sheet to an agreed normalised position. (iv) In accordance with the Sale and Purchase Agreement, the total consideration may be adjusted according to the date of Completion, any such adjustment has not been reflected in the unaudited pro forma statement of net assets which has been prepared on the basis that the Acquisition had taken place on 31 March 2019.

(d) the adjustments reflect the elimination of the Target’s cash and debt balances at 31 December 2018, as the Target’s net debt will be settled on Completion.

(e) the adjustment reflects the elimination of amounts owed between the Group and the Target for the use of distribution services provided by the Target to the Group. The amount shown represents the balance owing as at 31 March 2019 as reflected in the Group's balance sheet.

4. In preparing the unaudited pro forma net assets statement no account has been taken of the trading or transactions of the Target Group since 31 December 2018 or the Company since 31 March 2019.

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PART 6

ADDITIONAL INFORMATION

1. Responsibility Statement

Future, the Directors and the Proposed Director (as defined below), whose names and functions appear in LR 13.4.1(4) this Part 6 (Additional Information) of this document, accept responsibility both individually and collectively for the information contained in this document. To the best of the knowledge of Future and those Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

LR 13.4.1.(2).4.1 LR 13.4.1.(2).4.4 2. Future 2.1 Future was incorporated and registered in England and Wales on 22 April 1999 under the Companies Act 1985 as a private company limited by shares with the name Arenabeam Limited and registered number 03757874.

2.2 On 21 May 1999, Future changed its name to The Future Network Limited and on 14 June 1999 Future was re-registered as a public company with the name The Future Network plc. On 26 January 2005, Future changed its name to Future plc.

2.3 The registered office of Future is at Quay House, The Ambury, Bath BA1 1UA with telephone number +44 122 544 2244.

2.4 The principal places of business of Future are at Quay House, The Ambury, Bath BA1 1UA, 1-10 Praed Mews, Paddington, London W2 1QY, 11 W 42nd St, Fl 15, New York, NY 10036 and DC, 555 11th St NW, Suite 600, Washington, DC 20004.

2.5 The principal laws and legislation under which Future operates and under which the Existing Ordinary Shares were created and pursuant to which the New Ordinary Shares will be created, are the laws of England and Wales, including the Act and regulations made thereunder.

2.6 The principal trading market for the Existing Ordinary Shares is the London Stock Exchange

2.7 The principal activity of the Group is the publishing of special interest consumer magazines, applications and websites, and the operations of events notably in the areas of technology, games and entertainment, photography and creative.

LR 13.4.1(2)15.2 3. Directors’ share interests and options

3.1 The interests of the Directors, their immediate families and any persons connected with them (within the meaning of section 252 of the Act) (all of which, unless otherwise stated, are beneficial) in the issued share capital of Future as at 8 October 2019 are as follows: As at 8 October 2019 Number of Percentage of issued Director Ordinary Shares Ordinary Shares Richard Huntingford 24,500 0.03% Zillah Byng-Thorne 247,205 0.3% Penelope Ladkin-Brand 177,587 0.21% Hugo Drayton – –% Alan Newman 8,750 0.01% Rob Hattrell – –%

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3.2 Details of options and other share incentives held by the Directors are set out below: Price Exercise Balance at Date of paid for Earliest Expiry price per 26 September Director grant grant exercise date date share (p) 2019 PSP1 Zillah Byng-Thorne 23 Nov 2016 Nil 23 Nov 2019 N/A Nil 622,672 2 Feb 2017 Nil 23 Nov 2019 N/A Nil 622,672 24 Nov 2017 Nil 24 Nov 2020 N/A Nil 134,345 23 Nov 2018 Nil 23 Nov 2021 N/A Nil 196,687

Penelope Ladkin-Brand 23 Nov 2016 Nil 23 Nov 2019 N/A Nil 444,765 2 Feb 2017 Nil 23 Nov 2019 N/A Nil 444,765 24 Nov 2017 Nil 24 Nov 2020 N/A Nil 92,363 23 Nov 2018 Nil 23 Nov 2021 N/A Nil 95,083

Notes: 1. The performance criteria which apply to awards granted under the Performance Share Plan (“PSP”) scheme are set out on pages LR.13.4.1(2).17.2 55 to 56 of the 2018 Annual Report.

4. Directors’ remuneration and terms and conditions 4.1 In the financial year ended 30 September 2018, the aggregate remuneration (including pension fund contributions, bonus payments and benefits in kind) of the Directors was £7.2 million. The aggregate remuneration (including pension fund contributions and benefits in kind but excluding long-term incentives) of the Directors in respect of the current financial year (under the arrangements in force at the date of this document) is expected to be £2.0 million. In the financial year ended 30 September 2018, no Director accrued contingent or deferred compensation payable at a later date.

4.2 The remuneration of the Directors (excluding long-term incentive awards), during the financial year ended 30 September 2018 is set out below: Director Annual salary Bonus and benefits1, 2/£ Pension contribution/£ Zillah Byng-Thorne3 400,000 617,000 60,000 Penelope Ladkin-Brand3, 4 249,000 357,000 37,000 Hugo Drayton 47,000 − − Richard Huntingford5 88,000 − − Alan Newman5 32,000 − − Rob Hattrell5 −−− James Hanbury6 60,000 − − Peter Allen6 40,000 − − Manjit Wolstenholme6 9,000 − −

Notes: 1. Benefits for Executive Directors comprise principally car allowance, private health insurance and life assurance. There were no taxable expenses paid to any Director in the year. 2. Details relating to the Annual Bonus Scheme are set out on pages 53 to 55 of the 2018 Annual Report. 3. Both Zillah Byng-Thorne and Penelope Ladkin-Brand received cash supplements in lieu of pension contributions. These additional cash payments are not included in determining their entitlement to any bonus, share-based incentive or pension entitlement. 4. Penelope Ladkin-Brand’s remuneration is lower in the year than her base remuneration, as she was on maternity leave for two and a half months 5. Richard Huntingford was appointed to the Board on 1 December 2017, Alan Newman was appointed to the Board on 6 February 2018, and Rob Hattrell was appointed to the Board on 1 October 2018. 6. Manjit Wolstenholme resigned from the Board on 23 November 2017, Peter Allen resigned from the Board on 1 February 2018 and James Hanbury resigned from the Board on 30 September 2018.

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4.3 The length of service of the Directors and expiry of the term of such office is set out below: Length of service as at the date of this Director Start date document Expiry Penelope Ladkin-Brand 3 August 2015 4 years, 3 months Continuous1 Zillah Byng-Thorne 18 November 2013 5 years, 11 months Continuous1 Richard Huntingford 1 December 2017 1 year, 11 months Initial term of three years from 30 November 20172 Hugo Drayton 1 December 2014 4 years, 11 months Initial term extended to further term of three years from 31 January 20182 Alan Newman 6 February 2018 1 year, 8 months Initial term of three years from 1 February 20182 Rob Hattrell 1 October 2018 1 year Initial term of three years from 1 October 20182

Notes: 1. Subject to six months’ notice, removal under the Articles or in accordance with law and re-election by rotation. 2. Subject to three months’ notice, removal by the remaining Directors, removal under the Articles or in accordance with the law and re-election by rotation.

4.4 Details of the service contracts of the Directors are set out below. LR 13.4.1(2)14.2 LR 10.4.1(2)(g)

(A) Penelope Ladkin-Brand entered into a service agreement with Future dated 30 July 2015. Under the terms of the agreement, Penelope was appointed as chief financial officer on 3 August 2015 for a continuous period subject to termination by either party on not less than six months’ notice in writing. She now also acts as Company secretary for the Group. Penelope is entitled to a fixed salary of £275,000 per annum subject to annual review. She was paid a salary of £249,000 in the financial year ended 30 September 2018. Penelope is entitled to participate in Future’s discretionary bonus scheme up to an amount equal to 125 per cent. of salary, of which 50 per cent. is payable in shares which must be held for at least 12 months post award and Future’s discretionary senior management share incentive plan. She will be reimbursed for all proper and reasonable expenses incurred in performing her duties. Future makes annual contributions to Penelope’s pension arrangements up to 15 per cent. of her annual salary. Penelope is also entitled to participate, at Future’s expense, in such medical insurance scheme and Group permanent health insurance scheme as may be operated by Future from time to time and has the benefit of a car allowance of £15,000 per annum. Future also maintains executive Director and officers’ insurance in respect of those liabilities which she may incur as a Director.

(B) Zillah Byng-Thorne entered into a service agreement with Future dated 2 October 2013. Under the terms of the agreement, Zillah was appointed as chief financial officer on 18 November 2013 for an indefinite period subject to termination by either party on not less than six months’ notice in writing. Zillah’s terms were amended by letter on 2 April 2014, on 3 February 2015, on 12 March 2015 and on 28 September 2018. Zillah now acts as the chief executive officer. Zillah is entitled to a fixed salary of £475,000 and was paid a salary of £400,000 in the financial year ended 30 September 2018. Her notice period was increased which now means this is subject to termination by either party of not less than 12 months’ notice. Zillah is entitled to participate in Future’s discretionary bonus scheme up to an amount equal to 200 per cent. of salary of which half is payable in shares which must be held for a least 24 months post award and Future’s discretionary senior management share incentive plan. She will be reimbursed for all proper and reasonable expenses incurred in performing her duties. Future makes annual contributions to Zillah’s pension arrangements of 15 per cent. of her annual salary. Zillah is also entitled to participate, at Future’s expense, in such medical insurance scheme and Group permanent health insurance scheme as may be operated by Future from time to time and has the benefit of a car allowance of £17,500 per annum. Future also maintains executive Director and officers’ insurance in respect of those liabilities which she may incur as a Director.

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(C) Richard Huntingford entered into an appointment letter with Future dated 1 December 2017. Under the terms of the agreement, Richard was appointed as a non-executive Director of Future on 1 December 2017 and as Chairman on 1 February 2018 for a continuous period subject to termination by either party on not less than three months’ notice in writing. He was paid a salary of £88,000 in the financial year ended 30 September 2018 and is entitled to an annual fee of £120,000. He will be reimbursed for all proper and reasonable expenses incurred in performing his duties. He is not entitled to pension contributions or to participate in any of Future’s benefit arrangements.

(D) Hugo Drayton entered into an appointment letter with Future dated 19 November 2014. Under the terms of his appointment letter, Hugo was appointed as a non-executive Director of Future on 1 December 2014 for an initial term extended to further term of three years from 31 January 2018.The appointment is subject to termination by Hugo on not less than three months’ notice. The appointment may also be terminated by Future serving notice in writing, signed by or on behalf of each of the remaining Directors. Hugo was paid an annual fee of £47,000 in the financial year ended 30 September 2018. He is entitled to a fee of £57,500, which includes a £5,00 fee for his position as Chair of the Remuneration Committee and an additional fee of £7,500 for his position as senior independent director. He will be reimbursed for all proper and reasonable expenses incurred in performing his duties. He is not entitled to pension contributions or to participate in any of Future’s benefit arrangements.

(E) Alan Newman entered into an appointment letter with Future dated 6 February 2018. Under the terms of the agreement, Alan was appointed as a non-executive director of Future on 6 February 2018 for a continuous period subject to termination by either party on not less than three months’ notice in writing. Alan was paid an annual fee of £32,000 in the financial year ended 30 September 2018. Alan is entitled to an annual fee of £50,000, which includes £5,000 for his position as Chair of the Audit Committee. He will be reimbursed for all proper and reasonable expenses incurred in performing his duties. He is not entitled to pension contributions or to participate in any of Future’s benefit arrangements.

(F) Rob Hattrell entered into an appointment letter with Future on 19 September 2018. Under the terms of the agreement, Rob was appointed as a non-executive director of Future on 1 October 2018 for a continuous period subject to termination by either party on not less than three months’ notice in writing. Rob is entitled to an annual fee of £45,000. He will be reimbursed for all proper and reasonable expenses incurred in performing his duties. He is not entitled to pension contributions or to participate in any of Future’s benefit arrangements.

5. Proposed Director On 30 October 2019, Future announced that current TI Media Chief Financial Officer, Rachel Addison, will join Future as Chief Financial Officer of the Group upon Completion.

5.1 Biography Rachel Addison was appointed TI Media’s Chief Finance Officer in June 2018. Previously, Rachel was Managing Director of Reach PLC’s Regional Media Division (publishing 200-plus print titles and local websites) following the acquisition of Local World Limited where she was Chief Financial Officer/Chief Operating Officer and executive board member.

She has previously held senior finance roles at Northcliffe Media Limited (division of DMGT Plc), Boots Healthcare International and Boots The Chemists.

She has a proven track record in driving, developing and delivering profits through new revenue growth, business transformation, organisational restructuring and mergers & acquisitions.

5.2 Other directorships of publicly quoted companies Rachel Addison is not a director of any other publicly quoted company.

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5.3 Conflicts of interest and other matters The Company is not aware of any conflict of interest between any duties owed by Rachel Addison to the Company and her private interests or other duties.

As at the date of this Circular, Rachel Addison (the “Proposed Director”) does not have details for disclosure of: l any unspent convictions in relation to indictable offences; l any receiverships, compulsory liquidations, creditors voluntary liquidations, administrations, company voluntary arrangements or any composition or arrangement with its creditors generally or with any class of creditors where the Proposed Director was an executive director at the time of, or within the 12 months preceding, such events; l any compulsory liquidations, administrations or partnership voluntary arrangements of any partnerships where the Proposed Director was a partner at the time of, or within the 12 months preceding, such events; l details of receiverships of any asset of any company or partnership of which the Proposed Director was a director or partner at the time of, or within the 12 months preceding, such events; or l any official public incrimination or sanctions by any statutory or regulatory authorities (including designated professional bodies) or disqualification by a court from acting as a director of a company or from acting in the management or conduct of the affairs of any company.

There are no family relationships between Rachel Addison and any of the Directors.

5.4 Proposed Director’s letter of appointment Rachel Addison is expected to be appointed to the Board pursuant to the terms of a service contract on substantially the same terms as the letter of appointment for the existing Chief Financial Officer, save that Future will make annual contributions to Rachel’s pension arrangements up to 6 per cent. of her annual salary.

6. Working capital

Future is of the opinion that, after taking into account the facilities available under the RCF Agreement and LR 13.4.1(2) PR Annex 11 3.1 the net proceeds of the Placing, the working capital available to the Enlarged Group, is sufficient for its present requirements, that is, for at least the next 12 months from the date of this document.

7. Significant change

Group LR 13.4.1(2) 10 LR 13.4.1(2) 18.7 There has been no significant change in the financial position or financial performance of the Group since 31 March 2019, the date to which Future’s last unaudited interim financial statements were issued.

Target Group There has been no significant change in the financial position or financial performance of the Target Group since 31 December 2018, the date to which TI Media’s last audited financial statements were issued.

8. Litigation

Group LR 13.4.1(2)18.6 There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Group is aware), which during the 12 month period prior to the publication of this document may have, or have had in the recent past, significant effects on the Group’s financial position or profitability.

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Target Group There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Group is aware), which during the 12 month period prior to the publication of this document may have, or have had in the recent past, significant effects on the Target Group’s financial position or profitability.

9. Material contracts

Material contracts of the Group LR 13.4.1(2)20 The following contracts (not being contracts entered into in the ordinary course of business) have been entered into in the two years preceding the date of this document by any member of the Group and are, or may be, material to the Group or have been entered into by any member of the Group and contain any provision under which any member of the Group has any obligation or entitlement which is material to the Group at the date of this document:

9.1 RCF Agreement On 14 February 2019, the Company entered into a £90 million revolving credit facility with HSBC Bank plc, National Westminster Bank plc and The Governor and Company of the Bank of Ireland (the “RCF”). The amounts made available under the RCF were used to refinance existing debt of the Company and fund costs associated with the acquisition of Mobile Nations. The RCF has an initial maturity of February 2023 and included an incremental £45 million accordion. At the date of this document, the £45 million accordion has been exercised, thereby increasing the available committed facilities under the RCF Agreement to £135 million. The RCF Agreement has the following covenants attached: l Interest Cover: the ratio of Adjusted EBITDA to finance charges in respect of a relevant period shall not be less than 4.0:1; and l Leverage: the ratio of Total Net Debt on the last day of a period to Adjusted EBITDA for the same period shall not exceed 3.0:1 save where an Acquisition Spike is initiated by the Parent Company. To exercise the Acquisition Spike, Future must notify the Agent of a material acquisition (greater than £40 million), following which, the leverage covenant will increase for the next two periods immediately following the material acquisition to 3.50:1. The Leverage Covenant will then step down to 3.25:1 for the following two next periods before stepping back down to 3.0:1 for each period thereafter.

9.2 NewBay Media SPA On 3 April 2018, Future (in its capacity as issuer of consideration shares) and Future US entered into the NewBay Media SPA with NBM Holdings III LLC to acquire NewBay Media for an initial net consideration of $12.25 million (approximately £9.94 million) cash and $1.55 million (approximately £1.26 million) in shares.

The NewBay Media SPA contains a set of warranties given by NBM Holdings III LLC and Future which are customary for a transaction of this nature. The warranties relate to, amongst other things, title and capacity, authority and solvency matters, accounting and financial matters, trading, intellectual property, litigation, and compliance with law and taxation in relation to the target business and are covered by a warranty and indemnity insurance. Certain financial and time limitations apply to the ability of Future US to claim under the warranties, as is customary for a transaction of this nature.

9.3 Haymarket SPA On 1 May 2018, Future (in its capacity as issuer of consideration shares) and FPL entered into the Haymarket SPA with Haymarket Media Group Limited to acquire the specialist consumer titles of What Hi-Fi?, FourFourTwo, Practical Caravan and Practical Motorhome for £10.7 million, including the issuance of 370,708 shares which are subject to lock-up restrictions for three months from the date of issue.

The Haymarket SPA contains a set of warranties given by Haymarket Media Group Limited, Future and FPL, which are customary for a transaction of this nature. The warranties relate to, amongst other things, title and capacity, authority and solvency matters, accounting and financial matters, trading,

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intellectual property, litigation, and compliance with law and taxation in relation to the target business. Certain financial and time limitations apply to the ability of FPL to claim under the warranties, as is customary for a transaction of this nature.

9.4 Purch B2C SPA On 17 July 2018, Future US entered into the Purch B2C SPA to acquire the business to consumer business of Purch Group, Inc. (“Purch B2C”) with BZ Holdings, Inc. (“BZ”) for consideration of $132.5 million (approximately £107.5 million), subject to adjustment for the contribution of BZ to the cost of a representation and warranty policy and customary adjustments for net working capital and any debt-like items on the consolidated balance sheet of Purch B2C. Following completion, BZ delivered a non-compete agreement in favour of Future US, relating to the business of Purch as conducted as at and prior to completion. This non-compete agreement expires in September 2020.

9.5 Purch Underwriting Agreement On 18 July 2018, Future, Numis and Nplus1 Singer Capital Markets Limited (“N+1 Singer” and together with Numis, the “Rights Issue Underwriters”) entered into the Underwriting Agreement pursuant to which Numis and N+1 Singer were appointed to act as underwriters in relation to the rights issue to existing shareholders. Future gave customary representations, warranties and undertakings to the Underwriters as to the accuracy of the information contained in the prospectus relating to the rights issue and other relevant documents, and in other matters relating to Future and Purch B2C. In addition, Future provided customary indemnities to the Rights Issue Underwriters and to certain indemnified persons connected with each of them. These indemnities do not apply to certain losses or claims if, and then only to the extent that, such losses or claims are finally judicially determined by a court of competent jurisdiction to have been caused by the fraud, gross negligence or wilful default of the Rights Issue Underwriters and/or those indemnified persons.

9.6 Mobile Nations MIPA On 28 February 2019, Future US and Axel Ltd. Co. (the “Mobile Nations Seller”), amongst others, entered into the Mobile Nations MIPA to acquire Mobile Nations for an initial cash consideration of $55 million (approximately £44.6 million), with a further $5 million (approximately £4.1 million) satisfied through the issue to the Mobile Nations Seller of 615,166 new ordinary shares. In addition, a further variable deferred consideration up to a total value of $60 million (approximately £48.7 million) was payable, subject to Mobile Nations meeting certain financial targets for the year ending 31 March 2020. Due to the strong performance of Mobile Nations, the parties to the Mobile Nations MIPA have agreed to the settle the earn-out conditions early for $55 million (approximately £44.6 million), of which 50 per cent. will be payable in cash on 28 February 2020 and the remainder satisfied through the issuance of 1,792,534 Ordinary Shares on 15 October 2019.

The Mobile Nations MIPA contains a set of warranties given by the Mobile Nations Seller, Mobile Nations to Future US, which are customary for a transaction of this nature. The warranties relate to, amongst other things, capitalisation, real property, intellectual property, tax, legal proceedings, material contracts, insurance, financial and accounting matters and compliance with laws in relation to the target business and are covered by a warranty and indemnity insurance.

9.7 SmartBrief SPA On 28 July 2019, the Company, Future US and SmartBrief entered into the SmartBrief SPA to acquire SmartBrief for an initial cash consideration of $32.2 million (approximately £26.1 million), with a further $12.8 million (approximately £10.4 million) satisfied through the issue to the SmartBrief Shareholders of 1,027,492 consideration shares, which are subject to lock-up restrictions for a period of six months from the date of issue. In addition, a further variable deferred consideration up to a total value of $20 million (approximately £16.2 million) will be paid, subject to SmartBrief meeting certain financial targets for the year ending 31 July 2020.

The SmartBrief SPA contains a set of warranties given by SmartBrief to the Company, which are customary for a transaction of this nature. The warranties relate to, amongst other things, organisation, authority, capitalisation, compliance with law, financial and accounting matters, properties, intellectual property, information technology, material contracts the target business and are covered by warranty and indemnity insurance. 77

9.8 Share Purchase Agreement On 30 October 2019, Future, the Purchaser and the Sellers entered into the Share Purchase Agreement to acquire the Target Group which is conditional on (amongst other things) Shareholder approval of the Acquisition. A summary of the Share Purchase Agreement is set out in Part 3 (Summary of the Principal Terms of the Acquisition Agreements) of this document.

9.9 Warranty Deed On 30 October 2019, the Purchaser and certain individual management sellers entered into the Warranty Deed in relation to the acquisition of the Target. A summary of the Warranty Deed is set out in Part 3 (Summary of the Principal Terms of the Acquisition Agreements) of this document.

9.10 Tax Deed On 30 October 2019, the Purchaser and certain individual management sellers entered into the Tax Deed in relation to the acquisition of the Target. A summary of the Tax Deed is set out in Part 3 (Summary of the Principal Terms of the Acquisition Agreements) of this document.

9.11 Warranty and indemnity insurance policy On 30 October 2019, the Purchaser acquired a buy-side warranty and indemnity insurance policy with Aviva Insurance in relation to the Acquisition. A summary of the Warranty and indemnity insurance policy is set out in Part 3 (Summary of the Principal Terms of the Acquisition Agreements) of this document.

9.12 Placing and Sponsor Agreement On 30 October 2019, the Company, Numis and N+1 Singer (the “Joint Bookrunners”) entered into the Placing and Sponsor Agreement pursuant to which Numis was appointed to act as sole financial adviser and sponsor and joint bookrunner and N+1 Singer was appointed as joint bookrunner in relation to the Placing. Pursuant to the terms and conditions of the Placing and Sponsor Agreement, the Joint Bookrunners (as agents for and on behalf of the Company) have agreed, subject to certain conditions, to use reasonable endeavours to procure subscribers or, failing which, subscribe themselves for all the New Ordinary Shares.

In connection with the Placing, the Company has agreed to pay the Joint Bookrunners a commission of 2.25 per cent. of the value of the New Ordinary Shares at the Placing Price, plus an additional 0.5 per cent. payable at the discretion of the Company. The Company has given customary representations, warranties and undertakings to the Joint Bookrunners as to the accuracy of the information contained in this document and other relevant documents, and in other matters relating to the Company and the Target Group. In addition, the Company as given customary indemnities to the Joint Bookrunners and to certain indemnified persons connected with each of them.

The obligations of the Joint Bookrunners under the Placing and Sponsor Agreement are subject to certain customary conditions, including, amongst others: Admission occurring not later than 8.00 a.m. on 4 November 2019 (or such later date as the Company and the Joint Bookrunners may agree being not later than 8.30 a.m. on 15 November 2019); and the Share Purchase Agreement not having been terminated prior to Admission.

If any of the conditions in the Placing and Sponsor Agreement is not satisfied (or waived by the Joint Bookrunners) or becomes incapable of being satisfied by the required time then, save for certain exceptions, the obligations of the parties under the Placing and Sponsor Agreement shall cease and terminate. In addition, the Joint Bookrunners are entitled to terminate the Placing and Sponsor Agreement in certain circumstances including where there has been a development or event which will or is likely to have a material adverse effect on the Company and force majeure. The Placing and Sponsor Agreement became unconditional on Admission, which occurred on 4 November 2019.

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Material contracts of the Target Group LR 13.4.1(2)20

The following contract (not being a contract entered into in the ordinary course of business) has been entered into in the two years preceding the date of this document by the Target Group and is, or may be, material to the Target Group at the date of this document:

9.13 Time UK SPA On 23 February 2018, IPC Magazines Holdings Limited (the “IPC Seller”), Time Inc., Time Inc. (UK) Ltd (“Time UK”) and Sapphire Bidco Limited (the “Time UK Purchaser”) entered into the Time UK SPA in relation to the sale by the IPC Seller of Time UK. Time Inc. guarantees the obligations of Time UK under the Time UK SPA. Completion under the Time UK SPA occurred on 15 March 2018.

The Time UK SPA contains a set of warranties given by the IPC Seller to the Time UK Purchaser, which are customary for a transaction of this nature, along with certain transaction specific indemnities, including in relating to certain real estate and pension related matters. Notices of claims under the tax covenant and warranties must be given within six years of the end of the accounting period that was current as at completion, meaning that these protections are still operative. Standard liability limits, de minimis and basket thresholds apply to warranty claims other than tax covenant claims, that are not subject to a basket. Certain other indemnities (including in relation to historic pensions liabilities) are also unlimited in time.

LR 13.4.1(2)17 10. Related party transactions Save as otherwise disclosed below, the Group had no material transactions with related parties in the financial years ended 30 September 2018, 2017 or 2016, nor in the six months ended 31 March 2019.

11. General 11.1 The auditors of Future for the three years ended 30 September 2018, 2017 and 2016 are PwC, 2 Glass Wharf, Bristol, BS2 0FR, chartered accountants, registered auditors and members of the Institute of Chartered Accountants of England and Wales.

11.2 The registrar of Future is Computershare who will in relation to Ordinary Shares in certificated form be responsible for keeping Future’s share records.

LR 13.4.1(2)21

12. Documents on display Copies of the following documents may be physically inspected at the offices of Future at Quay House, The Ambury, Bath BA1 1UA and 1-10 Praed Mews, London W2 1QY during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) from the date of this document up to and including the date of the General Meeting and for the duration of the General Meeting and on Future’s website (www.Futureplc.com/invest-in-Future/): (A) the Articles; (B) the historical financial information relating to the Group included in the Annual Reports (together with the audit report thereon); (C) the Share Purchase Agreement; (D) The PwC reports on the Target HFI and Unaudited Pro Forma Information; (E) written consent of Numis and PwC; and (F) a copy of this document.

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13. Major Interests in Shares LR 13.4.1(2)16.1

13.1 So far as is known to Future, the names of any persons other than a Director who, directly or indirectly, holds 3 per cent. or more of Future’s voting rights and has been notified under the Disclosure Guidance and Transparency Rules as at the Latest Practicable Date:

Number of Ordinary Percentage of Shares as notified to current Issued Name Future Share Capital Blackrock 5,622,113 6.720% Slater Investments Ltd 2,753,000 6.020% Old Mutual Global Investors (UK) Limited 2,639,617 5.680% JPMorgan Asset Management Holdings Inc 4,269,605 5.480% Standard Life Aberdeen plc 4,309,673 5.260% Aberforth Partners LLP 4,151,813 4.970% Canaccord Genuity Group Inc 4,196,798 4.915% Invesco 4,103,205 4.910% AXA Investment Managers 3,099,132 3.810%

13.2 Future’s major Shareholders do not have voting rights attached to the Ordinary Shares they hold that are different to those held by the other Shareholders.

13.3 Save as set out in paragraph 13.1 of this Part 6, as at 1 November 2019 (being the latest practicable date prior to the publication of this document), Future is not aware of any person who directly or indirectly has an interest in Future’s issued ordinary share capital which is notifiable under the Disclosure Guidance and Transparency Rules by virtue of exceeding the relevant thresholds of total voting rights attaching thereto.

LR 13.3.1(10) LR 13.4.1(6) 14. Consents Numis has given, and not withdrawn, its written consent to the inclusion in this document of the references to its name in the form and context in which they are included.

PwC has given, and not withdrawn, its written consent to the inclusion in this document of its reports in Part 4 (Historical Financial Information Relating to the Target) and Part 5 (Unaudited Pro Forma Financial Information for the Enlarged Group) and the references thereto in the form and context in which they appear.

Dated: 5 November 2019

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PART 7

INFORMATION INCORPORATED BY REFERENCE

Part 6 and Part 7 of this document includes information incorporated by reference. The information incorporated by reference comprises the whole of the following: l Annual report and Accounts of Future for the year ended 30 September 2016 (“2016 Annual Report”); l Annual report and Accounts of Future for the year ended 30 September 2017 (“2017 Annual Report”); l Annual report and Accounts of Future for the year ended 30 September 2018 (“2018 Annual Report”); and l unaudited 2019 interim results of Future for the six months ended 31 March 2019 (“2019 Interims”).

All of the information incorporated by reference in this document can be found at the website of Future (www.Futureplc.com/invest-in-Future/). Other than the information incorporated by reference, the contents of the website of Future (including any materials which are hyper-linked to such website) do not form part of this document and prospective investors should not rely on them other than to the extent expressly referred to in this document. The parts of such documents not incorporated by reference are either not relevant for any prospective investor or are otherwise covered elsewhere in this document.

Information that is itself incorporated by reference or referred or cross-referred to in the documents listed in this Part 7 is not incorporated by reference into this document. Except as set forth in this Part, no other sections of these documents are incorporated by reference into this document.

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PART 8

DEFINITIONS

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

“Acquisition” the acquisition of the Target by the Purchaser on the terms and conditions set out in the Share Purchase Agreement

“Act” the Companies Act 2006

“Annual Reports” the Group’s annual report and accounts for the financial years ended 30 September 2018, 30 September 2017 and 30 September 2016

“Articles” the articles of association of Future

“Board” or “Directors” the directors of Future as at the date of this document whose names are set out in Directors, Company Secretary and Advisers of this document and/or the directors of Future from time to time (as the context so requires)

“Business Day” a day (other than Saturday or Sunday or a bank holiday) on which banks are generally open for normal banking business in the City of London

“Centaur Business” Ascent Publishing Limited and Centaur Consumer Exhibitions Limited

“certificated” or an Ordinary Share which is not in uncertificated form “in certificated form”

“CMA” the Competition and Markets Authority in the UK

“Company” or “Future” Future plc (incorporated in England and Wales with registered number 03757874)

“Competition Condition” has the meaning given to it in paragraph 3 of Part 3 (Summary of the Principal Terms of the Acquisition Agreements )

“Completion” completion of the Acquisition pursuant to the terms of the Share Purchase Agreement

“Computershare” Computershare Investor Services PLC

“CREST” the relevant system (as defined in the Regulations) in respect of which Euroclear is the operator (as defined in the Regulations)

“Disclosure Guidance and the disclosure, guidance and transparency rules made pursuant to Transparency Rules” Part VI of FSMA

“document” this document

“EEA” the European Economic Area

“EEA State” a member of the EEA

“Enlarged Group” the Group as enlarged by the Acquisition

“Euroclear” Euroclear UK & Ireland Limited (incorporated in England and Wales under registered number 2878738), the operator of CREST

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“Existing Ordinary Shares” the 93,572,861 Ordinary Shares currently in issue (including the Ordinary Shares in the Placing)

“RCF Agreement” the committed facilities agreement originally entered into between the Borrower and the Bank on 23 June 2016 as amended and restated from time to time

“FCA” or “Financial Conduct the Financial Conduct Authority of the UK in its capacity as the Authority” competent authority for the purposes of Part VI of FSMA and in the exercise of its functions in respect of Admission to the Official List otherwise than in accordance with Part VI of FSMA

“Form of Proxy” the form of proxy accompanying this document for use in relation to the General Meeting

“FPL” Future Publishing Limited

“FSMA” the Financial Services and Markets Act 2000 (as amended)

“Future US” Future US, Inc.

“General Meeting” the general meeting of Future proposed to be held at the offices of Future at 1-10 Praed Mews, Paddington, London, W2 1QY on 25 November 2019

“Group” Future and its subsidiary undertakings from time to time

“Haymarket SPA” the share purchase agreement dated 1 May 2018 entered into between Future, FPL and Haymarket Media Group Limited, details of which are set out in paragraph 9.3 of Part 6 (Additional Information) of this document

“Home Interest” the Home Interest division of Centaur Media plc, acquired in August 2017 from Centaur Communications Limited

“IASB” the International Accounting Standards Board

“IFRS” the International Financial Reporting Standards as issued by the International Accounting Standards Board and, for the purposes of this document, as adopted by the European Union

“Imagine” Miura (Holdings) Ltd, a company registered in England and Wales under number 08464815, being the ultimate parent company of the Imagine Publishing Group

“Imagine Publishing” Imagine and its subsidiary undertakings

“IPC Seller” IPC Magazines Holdings Limited

“ISIN” International Security Identification Number

“Latest Practicable Date” 1 November 2019

“Lenders” HSBC Bank plc, National Westminster Bank plc and The Governor and the Company of the Bank of Ireland

“Listing Rules” the listing rules of the Financial Conduct Authority made pursuant to Part VI of FSMA

“London Stock Exchange” London Stock Exchange plc

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“Long Stop Date” 30 June 2020 or such other date as the parties to the Share Purchase Agreement may agree in writing

“Mobile Nations” Mobile Nations LLC

“Mobile Nations MIPA” the membership interests purchase agreement dated 28 February 2019 entered into between, amongst others, Future US and the Mobile Nations Vendors, details of which are set out in paragraph 9.6 of Part 6 (Additional Information)

“Mobile Nations Seller” Axel Ltd. Co.

“N+1 Singer” NplusOne Singer Capital Markets Limited

“NewBay Media” NewBay Media LLC

“NewBay Media SPA” the share purchase agreement dated 3 April 2018 entered into between Future, FPL and NBM Holdings III LLC, details of which are set out in paragraph 9.2 of Part 6 (Additional Information) of this document

“Numis” Numis Securities Limited

“Official List” the Official List of the FCA

“Ordinary Shares” the ordinary shares of 15p each in the capital of Future, other than in respect of the period prior to 2 February 2017 where references to Ordinary Shares are to ordinary shares of 1 pence each in the capital of Future

“PC” personal computer

“Purch B2C” The business to consumer business of Purch Group, Inc.

“Purch B2C Underwriting the underwriting agreement dated 17 July 2018 between Future, Agreement” Numis and N+1 Singer, details of which are set out in paragraph 9.5 of Part 6 (Additional Information) of this document

“Purchaser” Future Holdings 2002 Limited

“PwC” PricewaterhouseCoopers LLP

“Receiving Agent” Computershare

“Registrars” Computershare

“Regulations” the Uncertificated Securities Regulations 2001 of the United Kingdom

“Resolution” the resolutions set out in the notice of General Meeting

“Share Purchase Agreement” the purchase agreement dated 30 October 2019 between the Purchaser, Future and the Sellers, details of which are set out in paragraph 9.8 of Part 6 (Additional Information) of this document

“Sellers” the sellers named in the Share Purchase Agreement

“Shareholders” the holder(s) of Ordinary Shares

“SmartBrief” SmartBrief, Inc.

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“SmartBrief SPA” the share purchase agreement dated 28 July 2019 entered into between, amongst others, the Company, Future US and SmartBrief, details of which are set out in paragraph 9.7 of Part 6 (Additional Information)

“SmartBrief Shareholders” owners of the common stock of SmartBrief

“Sponsor” Numis

“Target” Sapphire Topco Limited

“Target Group” Sapphire Topco Limited and its subsidiaries, including the TI Media Group

“TI Media” TI Media Limited

“TI Media Group” TI Media Limited and its subsidiaries

“Time UK” Time Inc. (UK) Ltd

“Time UK Purchaser” Sapphire Bidco Limited

“UK Corporate Governance the UK Corporate Governance Code published by the Financial Code” or “Code” Reporting Council in 2018 and as updated from time to time

“Unaudited Pro Forma has the meaning given to it in the introduction to Part 5 (Unaudited Financial Information” Pro Forma Financial Information of the Enlarged Group) of this document

“uncertificated” or “in recorded on the relevant register of Ordinary Shares as being held uncertificated form” in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST

“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

“VAT” value added tax

“W&I Policy” the warranty and insurance policy issued to the Purchaser details of which are set out in paragraph 9.11 of Part 6 (Additional Information) of this document

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PART 9

GLOSSARY

“platform” the technology systems and infrastructure that facilitate the production of content and the delivery of it to the consumer

“segment targeting” identifying audience segments based on their behaviour and targeting adverts relevant to these behaviours

“SEO” search engine optimisation

“technology stack” the suite of technology a company uses to run its business

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PART 10

NOTICE OF GENERAL MEETING

FUTURE PLC

NOTICE is hereby given that a General Meeting of Future plc (the “Company”) will be held at 9.00 a.m. on 25 November 2019 at the offices of Future, 1-10 Praed Mews, London W2 1QY for the purpose of considering and, if thought fit, passing the following resolution as an ordinary resolution:

1. THAT the acquisition by Future, through Future Holdings 2002 Limited, of the Target Group, as described in the circular to the shareholders of Future dated 5 November 2019, substantially on the terms and subject to the conditions set out in the share purchase agreement between Future, Future Holdings 2002 Limited and the sellers named therein dated 30 October 2019 (as amended, modified, restated or supplemented from time to time) (the “Share Purchase Agreement”) (the “Acquisition”), together with all other agreements and ancillary arrangements contemplated by the Share Purchase Agreement, be and is hereby approved, and that the directors of Future (the “Directors”) be authorised to make any amendments, variations, waivers or extensions to the terms of the Acquisition or the Share Purchase Agreement (providing such amendments, variations, waivers or extensions are not of a material nature) which they in their absolute discretion consider necessary, appropriate or desirable and to take all such steps and to do all such things which they consider necessary, appropriate or desirable to implement, or in connection with, the Acquisition.

By order of the Board Penelope Ladkin-Brand Company Secretary

5 November 2019

Registered Office: Quay House The Ambury Bath BA1 1UA Registered in England and Wales No: 03757874

Notes: 1. Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, Future specifies that in order to have the right to attend and vote at the General Meeting (and also for the purpose of determining how many votes a person entitled to attend and vote may cast), a person must be entered on the register of members of Future at 9.00 a.m. (GMT) on 25 November 2019 or, in the event of any adjournment, at 9.00 a.m. (GMT) on the date which is two business days before the day of the adjourned meeting. Changes to entries on the register of members after this Date shall be disregarded in determining the rights of any person to attend or vote at the meeting. 2. Only holders of ordinary shares are entitled to attend and vote at this meeting. 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 General 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 Future. A form of proxy for the meeting is enclosed. To be valid any proxy form or other instrument appointing a proxy must be received by our registrar Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol BS99 6ZY or electronically at eproxyappointment.com, in each case no later than 9.00 a.m. (GMT) on 21 November 2019. If you are a CREST member, see note 3 below. Completion of a form of proxy, or other instrument appointing a proxy or any CREST Proxy Instruction will not preclude a member attending and voting in person at the meeting if he/she wishes to do so. 3. Alternatively, if you are a member of CREST, you may register the appointment of a proxy by using the CREST electronic proxy appointment service. Further details are contained below. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the General Meeting and any adjournment(s) thereof by using the procedures, and to the address, described in the CREST Manual subject to the provisions of Future’s articles of association. CREST personal members or other CREST sponsored

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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 specifications and must contain the information required for such instructions, as described in the CREST Manual (available on www.euroclear.com/CREST). The message, regardless of whether it constitutes the appointment of a proxy or 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 Computershare by 9.00 a.m. (GMT) on 21 November 2019. For this purpose, the date of receipt will be taken to be the date (as determined by the date stamp 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. After this date any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular Date. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. 4. Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a “Nominated Person”) may have a right, under an agreement between him/her and the member by whom he/she was nominated, to be appointed (or to have someone else appointed) as a proxy for the General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may have a right, under such an agreement, to give instructions to the member as to the exercise of voting rights. The statement of the above rights of the members in relation to the appointment of proxies does not apply to Nominated Persons. Those rights can only be exercised by members of Future. 5. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares. 6. Any member attending the General Meeting has the right to ask questions. Future 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 for 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 Future or the good order of the meeting that the question be answered. 7. A copy of this notice, and other information required by section 311A of the Companies Act 2006, can be found at www.Futureplc.com/invest-in-Future/. 8. As at 1 November 2019 (being the latest practicable date prior to the publication of this notice) Future’s issued share capital consists of 93,572,861 ordinary shares, carrying one vote each. Therefore, the total voting rights in Future as at that date are 93,572,861. 9. You may not use any electronic address (within the meaning of section 333(4) of the Companies Act 2006) provided in this Notice of Meeting (or in any related documents including this document to Shareholders and any proxy form) to communicate with Future for any purposes other than those expressly stated.

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