Ascential : Circular and Notice of General Meeting

THIS DOCUMENT AND THE ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other appropriate independent financial adviser duly authorised under the Financial Services and Markets Act 2000, as amended if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

If you sell or transfer, or have sold or otherwise transferred, all of your Ascential Shares, please forward this document, together with the accompanying documents (other than documents or forms personalised to you), as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. However, such documents should not be forwarded, distributed or transmitted in, into or from any jurisdiction where to do so would violate the laws of that jurisdiction. If you sell or transfer, or have sold or otherwise transferred, only part of your holding of Ascential Shares, you should retain this document and the accompanying documents and consult with the bank, stockbroker or other agent through whom the sale or transfer was effected as to the action you should take.

This document is not a prospectus but a shareholder circular and is not intended to, and 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 purchase, acquire, subscribe for, sell or dispose of, any security, including Ascential Shares or any other securities of Ascential.

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.

__________________________________________________________________________________________________________________________________

Ascential plc

(incorporated in England and Wales with registered number 09934451)

LSE: ASCL

Proposed sales of Digital Commerce and WGSN

and

Notice of General Meeting

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You should read the whole of this document, including the documents incorporated herein by reference and the accompanying documents. Your attention is drawn to the letter from the Chairman of Ascential which is set out in Part 1 (Letter from the Chairman) and which contains the unanimous recommendation of the Ascential Board that you vote in favour of the Resolutions to be proposed at the General Meeting referred to below. The Sales will not take place unless the Resolutions are passed at the General Meeting. In particular, your attention is drawn to the risk factors set out in Part 2 (Risk Factors), which contains a discussion of certain risk factors that should be taken into account when considering the matters referred to in this document.

Notice of the General Meeting to be held at 10:00 a.m. U.K. time on Monday 18 December 2023 at the offices of Slaughter and May, One Bunhill Row, London EC1Y 8YY is set out at the end of this document. Action to be taken by Shareholders in respect of the General Meeting is set out on pages 12 to 14 of this document.

A Form of Proxy for use in connection with the Resolutions to be proposed at the General Meeting is also enclosed. Whether or not you intend to attend the General Meeting in person, you are requested to complete the Form of Proxy in accordance with the instructions printed on it and return it as soon as possible by post in the reply-paid envelope provided, so as to be received by Ascential's registrar, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA by no later than 10:00 a.m. on Thursday 14 December 2023 (or, in the case of an adjournment, not later than 48 hours (excluding non-Business Days) before the time fixed for the holding of the adjourned meeting). Alternatively, you may appoint a proxy electronically at www.sharevote.co.uk using the Voting ID, Task ID and Shareholder Reference Number (SRN) printed on your Form of Proxy. Shareholders who have already registered with Equiniti's online portfolio service, Shareview, can appoint their proxy electronically by logging in to their portfolio at www. shareview.co.uk by using their usual user ID and password. Once logged in, simply click 'view' on the 'My Investments' page, click on the link to vote and then follow the on screen instructions. Full details and instructions on these electronic proxy facilities are given on the respective websites. CREST Shareholders may appoint a proxy by completing and transmitting a CREST Proxy Instruction to Equiniti, CREST participant ID RA19. Institutional investors may be able to appoint a proxy electronically via the Proxymity platform. For further information regarding Proxymity, please go to www.proxymity.io. Electronic proxy appointments must be received by Equiniti no later than 10:00 a.m. on Thursday 14 December 2023 (or, in the case of an adjournment, not later than 48 hours (excluding non-Business Days) before the time fixed for the holding of the adjourned meeting). Completion and return of a Form of Proxy (or the electronic appointment of a proxy) will not preclude you from attending and voting at the General Meeting either in person or electronically, or any adjournment thereof, if you wish to do so and are so entitled. If you hold your Ascential Shares through a nominee service, you should contact the nominee service provider regarding the process and their deadline for appointing a proxy.

A summary of the action to be taken by Shareholders is set out on pages 12 to 14 of this document and in the accompanying Notice of General Meeting.

If you have questions about this document, the General Meeting or the return of the Form of Proxy, please contact the Equiniti helpline on +44 (0) 371 384 2848. The helpline will be available from 8:30 a.m. to 5:30 p.m. U.K. time Monday to Friday (except public holidays in England and Wales). Calls to the helpline from outside of the U.K. will be charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored for security and training purposes. Please note that Equiniti cannot provide advice on the merits of the Sales nor give financial, tax, investment or legal advice. Alternatively, consult your stockbroker, bank manager, solicitor, accountant and/or other independent professional adviser. No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representations must not be relied on as having been so authorised. The delivery of this document shall not, under any circumstances, create any implication that there has been no change in the affairs of Ascential since the date of this document or that the information in it is correct as at any subsequent time to its date.

J.P. Morgan, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting as lead financial adviser, joint sponsor and joint corporate broker exclusively for Ascential and no one else in connection with the Digital Commerce Sale and the WGSN Sale and it will not regard any other person (whether or not a recipient of this document) as a client in relation to the Digital Commerce Sale and WGSN Sale, and will not be responsible to anyone other than Ascential for providing the protections afforded to clients of J.P. Morgan or for providing advice in relation to the Digital Commerce Sale and WGSN Sale, the contents of this document or any transaction, arrangement or other matter referred to in this document. Save for the responsibilities and liabilities, if any, of J.P. Morgan under FSMA or the regulatory regime established thereunder, neither J.P. Morgan nor its affiliates accepts any responsibility whatsoever or makes any representations or warranties, express or implied, in relation to the contents of this document, including its accuracy, completeness, verification or sufficiency, or for any other statement made or purported to be made by Ascential, or on Ascential's behalf, or by J.P. Morgan, or on J.P. Morgan's behalf, and nothing contained in this document is, or shall be, relied on as a promise or representation in this respect, whether as to the past or

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the future, in connection with Ascential or its subsidiaries or the Digital Commerce Sale and the WGSN Sale. J.P. Morgan and its affiliates accordingly disclaim to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this document or any such statement or otherwise.

Deutsche Numis, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint financial adviser, joint sponsor and joint corporate broker exclusively for Ascential and no one else in connection with the Digital Commerce Sale and the WGSN Sale and it will not regard any other person (whether or not a recipient of this document) as a client in relation to the Digital Commerce Sale and the WGSN Sale and will not be responsible to anyone other than Ascential for providing the protections afforded to its clients or for providing advice in relation to the Digital Commerce Sale and WGSN Sale, the contents of this document or any other transaction, matter or arrangement referred to in this document. Save for the responsibilities and liabilities, if any, of Deutsche Numis under FSMA or the regulatory regime established thereunder, neither Deutsche Numis nor its affiliates accepts any responsibility whatsoever or makes any representations or warranties, express or implied, in relation to the contents of this document, including its accuracy, completeness, verification or sufficiency, or for any other statement made or purported to be made by Ascential, or on Ascential's behalf, or by Deutsche Numis, or on Deutsche Numis' behalf, and nothing contained in this document is, or shall be, relied on as a promise or representation in this respect, whether as to the past or the future, in connection with Ascential or its subsidiaries or the Digital Commerce Sale and the WGSN Sale. Deutsche Numis and its affiliates accordingly disclaim to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this document or any such statement or otherwise.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as Independent Financial Advisor exclusively for Ascential and for no one else in connection with the Digital Commerce Sale and the WGSN Sale, the contents of this document or any other transaction, matter or arrangement referred to in this document, and will not be responsible to anyone other than Ascential for providing the protections afforded to its clients or for providing advice in connection with the Digital Commerce Sale and the WGSN Sale, the contents of this document or any other transaction, matter or arrangement referred to in this document.

This document is a circular relating to the Sales which has been prepared in accordance with the U.K. Listing Rules solely for the purpose of assisting Shareholders' consideration of the Resolutions. The use of any information contained in this document for any purpose other than considering the Resolutions is prohibited. The distribution of this document and the accompanying documents in certain jurisdictions may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions in relation to the Ascential Shares or this document. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Except in the United Kingdom, no action has been taken or will be taken in any jurisdiction that would permit possession or distribution of this document in any country or jurisdiction where action for that purpose is required. Except in the United Kingdom, this document has not been, and will not be, approved by any (including EU) competent supervisory authority. Accordingly, this document may not be distributed or published in any jurisdiction where to do so would breach any securities laws or regulations of any such jurisdiction or give rise to an obligation to obtain any consent, approval or permission, or to make any application, filing or registration. Failure to comply with these restrictions may constitute a violation of the securities laws or regulations of such jurisdictions.

THE CONTENTS OF THIS DOCUMENT OR ANY SUBSEQUENT COMMUNICATION FROM ASCENTIAL OR EITHER JOINT SPONSOR OR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS ARE NOT TO BE CONSTRUED AS LEGAL, FINANCIAL OR TAX ADVICE. EACH SHAREHOLDER SHOULD CONSULT HIS, HER OR ITS OWN SOLICITOR, INDEPENDENT FINANCIAL ADVISER OR TAX ADVISER FOR LEGAL, FINANCIAL OR TAX ADVICE.

This document is dated 1 December 2023.

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IMPORTANT NOTICES

The contents of this Circular are not to be construed as legal, business or tax advice. You should consult your solicitor, independent financial adviser or tax adviser for legal, financial or tax advice.

1. RELEVANT JURISDICTIONS
   The distribution of this Circular and the accompanying documents in or into jurisdictions other than the U.K. may be restricted by law or regulation and therefore any persons who are subject to the laws or regulations of any jurisdiction other than the U.K. should inform themselves about, and observe, such restrictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of such jurisdiction. This Circular does not constitute an offer or invitation to purchase, acquire or subscribe for any securities or a solicitation of an offer or invitation to purchase, acquire or subscribe for any securities pursuant to this Circular or otherwise in any jurisdiction.
2. NO INCORPORATION OF WEBSITE INFORMATION
   The contents of the websites of any member of the Ascential Group, Digital Commerce or WGSN, any website mentioned in this document and any website, directly or indirectly, linked to these websites do not form part of this Circular and no one should rely on such websites.
3. FORWARD-LOOKINGSTATEMENTS
   This Circular may contain, or have incorporated by reference into it, 'forward-looking statements' with respect to certain of the Ascential Group's plans and its goals and expectations relating to its, Digital Commerce's and/or WGSN's future financial condition, performance, results, strategy and objectives.
   Statements that are not historical facts, including statements about Ascential's beliefs and expectations and including, without limitation, statements containing forward-looking terminology such as 'may', 'will', 'should', 'continue', 'aims', 'estimates', 'projects', 'forecasts', 'guides', 'believes', 'intends', 'expects', 'plans', 'seeks' and 'anticipates', their negatives and words of similar meaning, are forward-looking statements. These statements are based on plans, estimates and projections as at the time they are made, and therefore undue reliance should not be placed on them. By their nature, all forward-looking statements involve risk and uncertainty. Any forward-looking statements made by or on behalf of the Ascential Group, Digital Commerce or WGSN speak only as at the date they are made and are based upon the knowledge and information available to the Ascential Directors on the date of this document.
   These forward-looking statements are not guarantees or predictions of future performance, may be based on a number of assumptions (which may or may not themselves prove to be correct) and, by their nature, involve known and unknown risks, uncertainties and other factors, including the risk factors set out in Part 2 (Risk Factors), many of which are beyond the Ascential Group's, Digital Commerce's and WGSN's control, and which may cause the actual results to differ materially from those expressed or implied in the statements contained in this document. The Ascential Group's, Digital Commerce's and/or WGSN's actual results of operations, financial condition and the development of the business sectors in which the groups operate may differ

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materially from those expressed or implied in any forward-looking statement contained in this document due to certain factors including, but not limited to, domestic and global economic and business conditions, market-related risks pertaining to the industries in which the Ascential Group, Digital Commerce and WGSN operate as a whole, the policies and actions of regulatory authorities, geopolitical developments, market developments, disruption to the availability, confidentiality or integrity of the Ascential Group's, Digital Commerce's or WGSN's information technology, digital systems and data (or those of its suppliers and partners), the impact of competition, technological development, inflation, deflation, foreign currency exchange rates, the timing, impact and other uncertainties of any future acquisitions, combinations or divestments within relevant industries, as well as the impact of tax and other legislation and other regulations in the jurisdictions in which the Ascential Group, Digital Commerce and WGSN operate. In addition, even if the Ascential Group's, Digital Commerce's and WGSN's actual results of operations, financial condition and the development of the business sectors in which they operate are consistent with the forward-looking statements contained in this document, those results or developments may not be indicative of results or developments in subsequent periods. Recipients of this document are cautioned not to put undue reliance on forward-looking statements.

None of the Ascential Group's officers, advisers or any other person gives any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward- looking statements in this document will actually occur, in part or in whole, and, other than as required by applicable law, undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, provided that such forward- looking statements will be publicly updated if required by applicable law or regulation (including as may be required by the Companies Act, the U.K. Listing Rules, MAR, the Prospectus Regulation Rules, the Disclosure Guidance and Transparency Rules and FSMA (as appropriate)).

Additionally, statements of the intentions of the Ascential Board (or any subset thereof) and/or Ascential Directors reflect the present intentions of the Ascential Board (or relevant subset thereof) and/or Ascential Directors, respectively, as at the date of this document and may be subject to change as the composition of the Ascential Board alters, or as circumstances require. Except as required by applicable law or regulation (including as may be required by the Companies Act, the U.K. Listing Rules, MAR, the Prospectus Regulation Rules, the Disclosure Guidance and Transparency Rules and FSMA (as appropriate)), the Ascential Group disclaims any obligation or undertaking to update or revise any forward-looking statement in this document.

The forward-looking statements contained in this document speak only as at the date of this document and are not intended to give any assurance as to future results. To the extent required by applicable law or regulation (including as may be required by the Companies Act, the U.K. Listing Rules, MAR, the Prospectus Regulation Rules, the Disclosure Guidance and Transparency Rules and FSMA (as appropriate)), the Ascential Group will update or revise the information in this document. Otherwise, Ascential, the Ascential Directors and Ascential's advisers expressly disclaim any obligation or undertaking to update these forward-looking statements contained in this document to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, unless required to do so by applicable law. You are advised to read this Circular and the

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information incorporated by reference into this Circular in their entirety, and, in particular, Part 2 (Risk Factors). In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this Circular and/or the information incorporated by reference into this Circular may or may not occur. Investors should note that the contents of these paragraphs relating to forward-looking statements are not intended to qualify the statements made as to sufficiency of working capital.

4. PRESENTATION OF FINANCIAL INFORMATION

The basis of preparation of the financial information included in this Circular is set out in Part 3 (Historical Financial Information on Digital Commerce), Part 4 (Historical Financial Information on WGSN) and Part 5 (Unaudited Pro Forma Financial Information for the Retained Ascential Group).

Pro forma financial information

In this document, any reference to "pro forma" financial information is to information which has been extracted without material adjustment from the Unaudited Pro Forma Financial Information contained in Part 5 (Unaudited Pro Forma Financial Information for the Retained Ascential Group) of this document. The Unaudited Pro Forma Financial Information has been prepared to illustrate the effect of the Digital Commerce Sale and the WGSN Sale on the net assets and income statement of the Ascential Group as if the Digital Commerce Sale and the WGSN Sale had taken place on 30 June 2023.

The Unaudited Pro Forma Financial Information contained in this document is for illustrative purposes only and because of its nature addresses a hypothetical situation. It does not represent the actual financial position or results of the Retained Ascential Group. Furthermore, it does not purport to represent what the Retained Ascential Group's financial position or results would actually have been if the Digital Commerce Sale and the WGSN Sale had been completed on the indicated date and is not indicative of the financial position or results that may or may not be expected to be achieved in the future.

The Unaudited Pro Forma Financial Information contained in this document has been prepared in accordance with Annex 20 of the Prospectus Regulation and on the basis of the financial information of the Group as at 30 June 2023, the date to which the latest unaudited financial information in relation to the Group was prepared.

The Unaudited Pro Forma Financial Information contained in this document has been prepared pursuant to U.K. Listing Rule 13.3.3R in a manner consistent with the accounting policies of the Ascential Group.

Future results of operations may differ materially from those presented in the Unaudited Pro Forma Financial Information due to various factors.

Unaudited financial information for the twelve months ended 30 June 2023

This document presents and discusses unaudited financial information of Digital Commerce, WGSN and the Retained Ascential Group for the twelve months ended 30 June 2023. This

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financial information has been derived by adding the results of operations for the six months ended 30 June 2023 to the results of operations for the year ended 31 December 2022, and subtracting the results of operations for the six months ended 30 June 2022, as derived from the comparative column included in the Historical Financial Information of Digital Commerce, WGSN and the Retained Ascential Group, respectively.

The unaudited financial information for the twelve months ended 30 June 2023 presented herein has not been audited, is not required by and has not been presented in accordance with IFRS or any other generally accepted accounting principles, has been prepared for illustrative purposes only, and may not necessarily be representative of our results for any future period.

Non-IFRS measures

This document also makes reference to "Adjusted EBITDA" and "Net Debt". The Ascential Directors and the Group's management believe that reporting adjusted measures provides additional useful information on business performance and underlying trends. These measures are not defined terms under IFRS and may not be comparable with similarly titled measures reported by other companies.

Adjusted EBITDA is operating profit / (loss) excluding Adjusting Items, depreciation and amortisation, which has been calculated as set out in Part 1 (Letter from the Chairman), Part 3 (Historical Financial Information on Digital Commerce), Part 4 (Historical Financial Information on WGSN), and Part 5 (Unaudited Pro Forma Financial Information for the Retained Ascential Group).

Net Debt is external borrowings net of arrangement fees, cash and cash equivalents and derivative financial instruments, excluding lease liabilities, in line with how Net Debt is considered for the Group's banking covenants as set out in the Ascential 2022 Annual Report and Accounts.

1. PRESENTATION OF CURRENCIES
   Unless otherwise indicated, all references to "£", "GBP", "Pounds", "Pounds Sterling", "pence" or "p" are to the lawful currency of the United Kingdom and all references to "$", "US$", "U.S. Dollars", "United States Dollars" or "cents" are to the lawful currency of the United States.
2. EXCHANGE RATES
   Throughout this document, unless otherwise stated, the U.S. Dollars to Pounds Sterling exchange rate used in this document is as derived from Factset as at close of business in London on 27 October 2023 (the last Business Day prior to the announcement of the Sales), being US$1.21 to £1.00. For the U.S. Dollars to Pounds Sterling exchange rates applied to the Digital Commerce Sale Proceeds in the unaudited consolidated pro forma statement of net assets as at 30 June 2023 in section A of Part 5 (Unaudited Pro Forma Financial Information for the Retained Ascential Group), please refer to note 4 thereof.

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1. PROFIT FORECASTS 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 or earnings per share or income, cash flow from operations or free cash flow for Digital Commerce, WGSN or the Retained Ascential 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 Digital Commerce, WGSN or the Retained Ascential Group, as appropriate.
2. ROUNDING
   Percentages in tables have been rounded and accordingly may not add up to 100 per cent.. Certain percentage shareholdings and financial data have also been rounded. As a result of this rounding, the totals of percentage shareholdings and data presented in this document may vary slightly from the actual arithmetic totals.
3. DEFINITIONS
   Capitalised terms have the meanings ascribed to them in the "Definitions" section of this document.

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The times and dates set out in the timetable below and throughout this Circular that fall after the date of publication of this document are indicative only and based on Ascential's current expectations and may be subject to change without further notice.

Notes

1. All references to time in this timetable are to U.K. time.
2. If the General Meeting is adjourned for any reason, the Voting Record Time for the adjourned meeting will be 48 hours (excluding non-Business Days) before the time set for the adjourned meeting.

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