Related Party Transaction

26 November 2025

Revolution Beauty Group Plc

("Revolution Beauty" or the "Company")

Related Party Transaction

In September 2025, the Company completed its equity fundraise having set out its strategy and plans in its announcement dated 22 August 2025 (the "August Announcement") and Circular dated 26 August 2025 (the "Circular"). Those plans centred around the return of both founders Tom Allsworth ("TA") and Adam Minto ("AM") (together the "Founders"). The August Announcement stated that TA would return as CEO and that AM would return to the business in a consultancy role and alongside members of the existing leadership team intended to reset the business with a focus on three key strategic pillars. It was noted in the August Announcement and the Circular that such consultancy would be a related party transaction and a further announcement would be made in due course.

Since the August Announcement, the Board of Directors remain of the view that it is in the best interests of all stakeholders to have AM working alongside TA in a consultancy capacity to assist TA in the implementation of a re-balanced plan to restore growth and set a clear path to long-term value creation with a particular focus by AM on product development and strategy. The Company is pleased to announce that the consultancy terms set out in the August Announcement are agreed with AM and the Company and these details are set out under Background below.

The Board of Directors consider AM's consultancy to be hugely beneficial to the Company bringing with him his extensive experience in creating and supplying products for the beauty industry. AM possesses deep knowledge of the brand, product and market and, together with TA, they have a proven record of growing revenue beyond current levels whilst maintaining high profit margins. AM's role is that of consultant engaged through his consultant company and not as an executive director, other board position or managerial in nature.

The consultancy agreement with the Company and AM's consultant company constitutes a related party transaction under Rule 13 of the AIM Rules by virtue of AM being a substantial shareholder, as defined in the AIM Rules, of Revolution Beauty holding approximately 14.4% of the ordinary shares in the Company. The independent directors of Revolution Beauty, being Iain McDonald (Non-Executive Chairman), Chris Fry (Non-Executive Director) and Neil Catto (Chief Financial Officer), consider, having consulted with the Company's nominated adviser, Panmure Liberum Limited, that the terms of this related party transaction are fair and reasonable insofar as shareholders of Revolution Beauty are concerned.

Background

The August Announcement and Circular stated that the Founders will return to help guide Revolution Beauty through the next phase of its business and possess deep knowledge of the brand, product and market with a proven record of growing revenue beyond current levels whilst maintaining high profit margins.

The August Announcement and Circular further stated that TA, assisted by AM and supported by the existing leadership team, intends to reset the three key strategic pillars of the business, being: (1) product development and pricing strategy, (2) a lean and efficient organisation and (3) optimising marketing spend.

Critically, the plan set out by the Company in the August Announcement was vital to the success of the over-subscribed fundraise with the Company's shareholders who voted overwhelmingly in excess of 99% (of those who voted) in favour of the resolutions set out in the Circular approving the Company's fundraise. The Company's key shareholders including TA and AM corner-stoned the equity raise together contributing approximately 78% of the total funds raised in the Placing. Furthermore, the Company's debt providers agreed to refinance the Company's facilities based on the plan the Company had set out including the Founders returning to the business.

AM has extensive experience in creating and supplying products for the beauty industry. AM's role as a consultant is through his consultant company Rebel Reb Hub Ltd (which is owned and managed by AM) to devote 2 days per week assessing and liaising with manufacturers and suppliers to ensure product quality, cost efficiency, reliability of supply and alignment with the Company's long term business objectives, subject to milestones and performance standards. The appointment is made on commercial terms set out in a consultancy agreement for a fixed term of 12 months (subject to earlier notice provisions on either side), with a fee of £160,000 per annum plus VAT, paid monthly, plus out of pocket expenses incurred in this role up to £500 after which prior permission of the Company is required. The term can be extended by agreement of both parties.

The Company informed shareholders on 21 July 2023 that the Financial Conduct Authority had notified Revolution Beauty that it had commenced an investigation into potential breaches of the Market Abuse Regulation (EU) 596/2014 (as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018) in relation to certain matters in the period from July 2021 to September 2022, during AM's tenure. Since then, the Company has provided detailed submissions to the FCA denying any breach of MAR by the Company and setting out the relevant factual background for the FCA to consider. The investigation remains ongoing.

Additionally, following AM's resignation from the Company in November 2022, on 2 February 2024, the Group and AM entered into a settlement agreement relating to the events that led to the delay of the audit of Revolution Beauty's FY22 results and the suspension of trading of the Group's shares during AM's time as CEO. Whilst there was no admission or acceptance of liability by either party, AM agreed to pay £2.9 million over 6 years in equal annual instalments: the first instalment was received by the Company in March 2024; with the second instalment remaining outstanding. Given the importance of AM's and the Board's focus on the business at this time, the Board has resolved not to pursue payment of the overdue amount at this time and the matter will be considered in due course. The Company is not seeking to offset this against his fee under the Consultancy Agreement.

Iain McDonald, Chairman of the Company, stated that: "At the time of the fundraise it became clear that the Company could only raise the required funds if it embarked on a strategic reset to rescue the business, and in order to achieve that bring Tom Allsworth back into the business as an executive with the support of Adam Minto as a consultant. In addition to TA and AM, who collectively invested circa £4.6 million (representing approximately 28.8% of the share register following the transaction), investors that backed the fundraise transaction included Boohoo Group plc and William Currie Investments and in total accounted for over 48.2% of the share register following the transaction. These shareholders, remain supportive of our strategy and this appointment."

For further information, please contact:

Investor Relations

Tom Allsworth, CEO

Neil Catto, CFO

[email protected]

Joint Corporate Brokers

Panmure Liberum (NOMAD): Edward Thomas / Dru Danford / John More

Tel: +44 (0) 203 100 2222

Zeus: Ben Robertson / Dominic King / Jordan Warburton

Tel: +44 (0) 161 831 1512

Media enquiries

Headland Consultancy: Matt Denham / Antonia Pollock

Tel: +44 (0)20 3805 4822

[email protected]